EX-10.5



 Exhibit 10.5 

Execution Version 
  

 
 CREDIT AGREEMENT 

Dated as of September 30, 2016 

among 
 VERSUM MATERIALS, INC.,

 as the Borrower, 
 THE LENDERS
PARTY HERETO 
 and 
 CITIBANK,
N.A., 
 as Administrative Agent and Collateral Agent, 
  

 
 CITIGROUP GLOBAL
MARKETS INC., 
 DEUTSCHE BANK SECURITIES INC., 

WELLS FARGO SECURITIES, LLC, 
 HSBC
SECURITIES (USA) INC., 
 as Joint Lead Arrangers and Joint Bookrunners 

 
  

DEUTSCHE BANK SECURITIES INC., 
 as
Syndication Agent 
  
  

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, 

MIZUHO BANK, LTD. 
 and 

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., 

as Co-Documentation Agents 
  

 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 ARTICLE 1. DEFINITIONS AND ACCOUNTING TERMS
	  	 	1	  
			
	 SECTION 1.01
	 	 Defined Terms
	  	 	1	  
	 SECTION 1.02
	 	 Other Interpretive Provisions
	  	 	86	  
	 SECTION 1.03
	 	 Accounting Terms
	  	 	87	  
	 SECTION 1.04
	 	 Rounding
	  	 	87	  
	 SECTION 1.05
	 	 References to Agreements and Laws
	  	 	88	  
	 SECTION 1.06
	 	 Times of Day
	  	 	88	  
	 SECTION 1.07
	 	 Timing of Payment or Performance
	  	 	88	  
	 SECTION 1.08
	 	 Exchange Rates; Currency Equivalents Generally
	  	 	88	  
	 SECTION 1.09
	 	 Pro Forma Calculations
	  	 	90	  
	 SECTION 1.10
	 	 Letter of Credit Amounts
	  	 	91	  
	 SECTION 1.11
	 	 Certifications
	  	 	92	  
	 SECTION 1.12
	 	 Compliance with Article 7
	  	 	92	  
	 SECTION 1.13
	 	 Limited Condition Transactions
	  	 	92	  
		
	 ARTICLE 2. THE COMMITMENTS AND CREDIT EXTENSIONS
	  	 	93	  
			
	 SECTION 2.01
	 	 The Loans
	  	 	93	  
	 SECTION 2.02
	 	 Borrowings, Conversions and Continuations of Loans
	  	 	94	  
	 SECTION 2.03
	 	 Letters of Credit
	  	 	96	  
	 SECTION 2.04
	 	 Swingline Loans
	  	 	105	  
	 SECTION 2.05
	 	 Prepayments
	  	 	107	  
	 SECTION 2.06
	 	 Termination or Reduction of Commitment
	  	 	120	  
	 SECTION 2.07
	 	 Repayment of Loans
	  	 	121	  
	 SECTION 2.08
	 	 Interest
	  	 	122	  
	 SECTION 2.09
	 	 Fees
	  	 	122	  
	 SECTION 2.10
	 	 Computation of Interest and Fees
	  	 	124	  
	 SECTION 2.11
	 	 Evidence of Indebtedness
	  	 	125	  
	 SECTION 2.12
	 	 Payments Generally
	  	 	125	  
	 SECTION 2.13
	 	 Pro Rata Shares; Sharing of Payments; Availability of Funds
	  	 	126	  
	 SECTION 2.14
	 	 Increase in Commitments
	  	 	127	  
	 SECTION 2.15
	 	 Refinancing Amendments
	  	 	133	  
	 SECTION 2.16
	 	 Extensions of Loans and Commitments
	  	 	134	  
	 SECTION 2.17
	 	 Cash Collateral
	  	 	137	  
	 SECTION 2.18
	 	 Defaulting Lenders
	  	 	138	  
	 SECTION 2.19
	 	 Acknowledgement and Consent to Bail-In of EEA Financial Institutions
	  	 	140	  


  
 i 









							
	 ARTICLE 3. TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY
	  	 	140	  
			
	 SECTION 3.01
	 	 Taxes
	  	 	140	  
	 SECTION 3.02
	 	 Making or Maintaining Eurocurrency Rate Loans
	  	 	144	  
	 SECTION 3.03
	 	 Increased Cost; Capital Adequacy
	  	 	146	  
	 SECTION 3.04
	 	 Funding Losses
	  	 	148	  
	 SECTION 3.05
	 	 Matters Applicable to Requests for Compensation
	  	 	148	  
	 SECTION 3.06
	 	 Replacement of Lenders Under Certain Circumstances
	  	 	149	  
	 SECTION 3.07
	 	 Survival
	  	 	150	  
		
	 ARTICLE 4. CONDITIONS PRECEDENT
	  	 	151	  
			
	 SECTION 4.01
	 	 Conditions Precedent to Closing Date
	  	 	151	  
	 SECTION 4.02
	 	 Conditions Precedent to All Credit Extensions
	  	 	153	  
		
	 ARTICLE 5. REPRESENTATIONS AND WARRANTIES
	  	 	154	  
			
	 SECTION 5.01
	 	 Corporate Status
	  	 	154	  
	 SECTION 5.02
	 	 Corporate Power and Authority
	  	 	154	  
	 SECTION 5.03
	 	 No Violation
	  	 	154	  
	 SECTION 5.04
	 	 Governmental Authorization; Other Approvals
	  	 	155	  
	 SECTION 5.05
	 	 Financial Statements; No Material Adverse Effect; Solvency, etc.
	  	 	155	  
	 SECTION 5.06
	 	 Litigation and Environmental Matters
	  	 	156	  
	 SECTION 5.07
	 	 Disclosure
	  	 	156	  
	 SECTION 5.08
	 	 Use of Proceeds, Margin Regulation
	  	 	156	  
	 SECTION 5.09
	 	 Taxes
	  	 	156	  
	 SECTION 5.10
	 	 ERISA Compliance
	  	 	157	  
	 SECTION 5.11
	 	 Ownership of Property
	  	 	157	  
	 SECTION 5.12
	 	 Subsidiaries
	  	 	158	  
	 SECTION 5.13
	 	 Compliance with Law
	  	 	158	  
	 SECTION 5.14
	 	 Investment Company Act
	  	 	158	  
	 SECTION 5.15
	 	 Environmental Matters
	  	 	158	  
	 SECTION 5.16
	 	 Labor Matters
	  	 	159	  
	 SECTION 5.17
	 	 Intellectual Property
	  	 	159	  
	 SECTION 5.18
	 	 Collateral Documents
	  	 	160	  
	 SECTION 5.19
	 	 PATRIOT Act
	  	 	160	  
	 SECTION 5.20
	 	 FCPA
	  	 	160	  
	 SECTION 5.21
	 	 Sanctions
	  	 	161	  
	 SECTION 5.22
	 	 Brokers’ Fees
	  	 	161	  
	 SECTION 5.23
	 	 Status as Senior Debt
	  	 	161	  
		
	 ARTICLE 6. AFFIRMATIVE COVENANTS
	  	 	161	  
			
	 SECTION 6.01
	 	 Financial Statements
	  	 	161	  
	 SECTION 6.02
	 	 Certificates; Other Information
	  	 	162	  
	 SECTION 6.03
	 	 Notices
	  	 	164	  
	 SECTION 6.04
	 	 Payment of Obligations
	  	 	165	  
	 SECTION 6.05
	 	 Preservation of Existence, Etc.
	  	 	165	  
	 SECTION 6.06
	 	 Maintenance of Properties
	  	 	165	  


  
 ii 









							
	 SECTION 6.07
	 	 Maintenance of Insurance
	  	 	165	  
	 SECTION 6.08
	 	 Compliance with Laws
	  	 	166	  
	 SECTION 6.09
	 	 Books and Records
	  	 	160	  
	 SECTION 6.10
	 	 Inspection Rights
	  	 	160	  
	 SECTION 6.11
	 	 Use of Proceeds
	  	 	167	  
	 SECTION 6.12
	 	 Unrestricted Subsidiaries; Covenant to Guarantee Obligations and Give Security
	  	 	167	  
	 SECTION 6.13
	 	 Maintenance of Ratings
	  	 	169	  
	 SECTION 6.14
	 	 Further Assurances
	  	 	169	  
	 SECTION 6.15
	 	 Post-Closing Covenants
	  	 	171	  
		
	 ARTICLE 7. NEGATIVE COVENANTS
	  	 	171	  
			
	 SECTION 7.01
	 	 Liens
	  	 	171	  
	 SECTION 7.02
	 	 Investments
	  	 	171	  
	 SECTION 7.03
	 	 Indebtedness
	  	 	175	  
	 SECTION 7.04
	 	 Fundamental Changes
	  	 	181	  
	 SECTION 7.05
	 	 Dispositions
	  	 	182	  
	 SECTION 7.06
	 	 Restricted Payments
	  	 	183	  
	 SECTION 7.07
	 	 Change in Nature of Business
	  	 	187	  
	 SECTION 7.08
	 	 Transactions with Affiliates
	  	 	187	  
	 SECTION 7.09
	 	 Burdensome Agreements
	  	 	190	  
	 SECTION 7.10
	 	 [Reserved]
	  	 	193	  
	 SECTION 7.11
	 	 Amendments of Certain Documents
	  	 	193	  
	 SECTION 7.12
	 	 Fiscal Year
	  	 	193	  
	 SECTION 7.13
	 	 Financial Covenant
	  	 	193	  
		
	 ARTICLE 8. EVENTS OF DEFAULT AND REMEDIES
	  	 	194	  
			
	 SECTION 8.01
	 	 Events of Default
	  	 	194	  
	 SECTION 8.02
	 	 Remedies Upon Event of Default
	  	 	196	  
	 SECTION 8.03
	 	 Application of Funds
	  	 	198	  
	 SECTION 8.04
	 	 Rights not Exclusive
	  	 	198	  
		
	 ARTICLE 9. ADMINISTRATIVE AGENT AND OTHER AGENTS
	  	 	198	  
			
	 SECTION 9.01
	 	 Appointment of Agents
	  	 	198	  
	 SECTION 9.02
	 	 Powers and Duties
	  	 	198	  
	 SECTION 9.03
	 	 General Immunity
	  	 	199	  
	 SECTION 9.04
	 	 Agents Entitled to Act as Lender
	  	 	200	  
	 SECTION 9.05
	 	 Lenders’ Representations, Warranties and Acknowledgment
	  	 	201	  
	 SECTION 9.06
	 	 Right to Indemnity
	  	 	201	  
	 SECTION 9.07
	 	 Successor Administrative Agent and Collateral Agent
	  	 	202	  
	 SECTION 9.08
	 	 Collateral Documents and Guaranty
	  	 	204	  
	 SECTION 9.09
	 	 Withholding Taxes
	  	 	206	  
	 SECTION 9.10
	 	 Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim
	  	 	206	  
	 SECTION 9.11
	 	 Secured Bank Product Providers and Designated Credit Line Providers
	  	 	207	  
	 SECTION 9.12
	 	 Arrangers; Syndication Agent; Documentation Agents
	  	 	207	  


  
 iii 









							
	 ARTICLE 10. MISCELLANEOUS
	  	 	208	  
			
	 SECTION 10.01
	 	 Amendments, Etc.
	  	 	208	  
	 SECTION 10.02
	 	 Notices and Other Communications; Facsimile Copies
	  	 	212	  
	 SECTION 10.03
	 	 No Waiver; Cumulative Remedies; Enforcement
	  	 	214	  
	 SECTION 10.04
	 	 Attorney Costs, Expenses and Taxes
	  	 	215	  
	 SECTION 10.05
	 	 Indemnification by the Borrower
	  	 	216	  
	 SECTION 10.06
	 	 Marshalling; Payments Set Aside
	  	 	218	  
	 SECTION 10.07
	 	 Successors and Assigns
	  	 	219	  
	 SECTION 10.08
	 	 Confidentiality
	  	 	224	  
	 SECTION 10.09
	 	 Setoff
	  	 	226	  
	 SECTION 10.10
	 	 Interest Rate Limitation
	  	 	226	  
	 SECTION 10.11
	 	 Counterparts
	  	 	227	  
	 SECTION 10.12
	 	 Integration
	  	 	227	  
	 SECTION 10.13
	 	 Survival of Representations and Warranties
	  	 	227	  
	 SECTION 10.14
	 	 Severability
	  	 	227	  
	 SECTION 10.15
	 	 Service of Process
	  	 	228	  
	 SECTION 10.16
	 	 GOVERNING LAW
	  	 	228	  
	 SECTION 10.17
	 	 WAIVER OF RIGHT TO TRIAL BY JURY
	  	 	229	  
	 SECTION 10.18
	 	 No Advisory or Fiduciary Responsibility
	  	 	229	  
	 SECTION 10.19
	 	 Electronic Execution of Assignments and Certain Other Documents
	  	 	230	  
	 SECTION 10.20
	 	 Binding Effect
	  	 	230	  
	 SECTION 10.21
	 	 PATRIOT Act Notice
	  	 	230	  
	 SECTION 10.22
	 	 Affiliate Activities
	  	 	231	  
	 SECTION 10.23
	 	 Obligations Several; Independent Nature of Lenders’ Rights
	  	 	231	  
	 SECTION 10.24
	 	 Headings
	  	 	231	  
		
	 SIGNATURES
	  	 	S-1	  


  
 iv 









			
	 SCHEDULES
	 	
		
	 I
	 	 Guarantors

	 1.01(b)
	 	 Existing Liens

	 2.01
	 	 Commitments

	 5.11(b)
	 	 Material Real Properties

	 5.12
	 	 Subsidiaries

	 5.16
	 	 Labor Matters

	 5.22
	 	 Brokers’ Fees

	 6.15
	 	 Post-Closing Requirements

	 7.02(j)
	 	 Existing Investments

	 7.03(d)
	 	 Existing Indebtedness

	 7.08
	 	 Transactions with Affiliates

	 10.02
	 	 Principal Offices, Certain Addresses for Notices

		
	 EXHIBITS
	 	
		
	 Form of
	 	
		
	 A
	 	 Committed Loan Notice

	 B-1
	 	 Term Note

	 B-2
	 	 Revolving Note

	 B-3
	 	 Swingline Note

	 C
	 	 Compliance Certificate

	 D
	 	 Assignment and Assumption

	 E
	 	 Guarantee Agreement

	 F
	 	 Security Agreement

	 G
	 	 Administrative Questionnaire

	 H
	 	 Discount Range Prepayment Notice

	 I
	 	 Discount Range Prepayment Offer

	 J
	 	 Specified Discount Prepayment Notice

	 K
	 	 Specified Discount Prepayment Response

	 L
	 	 Solicited Discounted Prepayment Notice

	 M
	 	 Acceptance and Prepayment Notice

	 N
	 	 Solicited Discounted Prepayment Offer

	 O
	 	 Solvency Certificate

	 P
	 	 Prepayment Notice

	 Q
	 	 Joinder Agreement

	 R
	 	 Tax Compliance Certificate



  
 v 








 CREDIT AGREEMENT 

This CREDIT AGREEMENT is entered into as of September 30, 2016 among Versum Materials, Inc. (formerly known as Versum Materials, LLC), a Delaware
corporation (the “Borrower”), each lender from time to time party hereto and Citibank, N.A., as Administrative Agent, as Collateral Agent, as Swingline Lender and as an L/C Issuer. 

PRELIMINARY STATEMENTS 

The Borrower will incur the Facilities in connection with the distribution by Air Products and Chemicals, Inc., a Delaware corporation
(“Air Products”), to the holders of Air Products common Capital Stock on a pro rata basis, of all of the outstanding shares of the common Capital Stock of the Borrower, which at the time of the distribution will hold the business,
assets and liabilities associated with the Electronic Materials business of Air Products (the “Spin-Off”). 
 The
applicable Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to so issue Letters of Credit, in each case, on the terms and subject to the conditions set forth in this Agreement. In consideration of the
mutual covenants and agreements contained in this Agreement, the parties hereto covenant and agree as follows: 
 ARTICLE 1. 

DEFINITIONS AND ACCOUNTING TERMS 

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

“Acceptance Date” has the meaning specified in Section 2.05(a)(iv)(D)(2). 

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

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

“Accepting Lender” has the meaning specified in Section 2.05(b)(vii). 

“Accounting Changes” has the meaning specified in Section 1.03(d). 

“Acquired EBITDA” means, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary for any period, the amount
for such period of Consolidated EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary, as applicable, all as determined on a consolidated basis for such Acquired Entity or Business or Converted Restricted Subsidiary, as
applicable. 
 “Acquired Entity or Business” has the meaning specified in the definition of the term “Consolidated EBITDA.” 

“Acquired Indebtedness” means Indebtedness (1) of a Person or any of its Subsidiaries existing at the time such Person becomes a
Restricted Subsidiary, (2) assumed in connection with the acquisition of assets from a Person, in each case whether or not Incurred by such Person in 







 
connection with such Person becoming a Restricted Subsidiary or such acquisition or (3) of a Person at the time such Person merges or amalgamates with or into or consolidates or otherwise
combines with the Borrower or any Restricted Subsidiary. Acquired Indebtedness shall be deemed to have been Incurred, with respect to clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary, with respect to
clause (2) of the preceding sentence, on the date of consummation of such acquisition of assets and, with respect to clause (3) of the preceding sentence, on the date of the relevant merger, consolidation, amalgamation or other
combination. 
 “Additional Commitments Effective Date” has the meaning specified in Section 2.14(b). 

“Additional Facility” means an Additional Term Facility, an Additional Revolving Facility, or the Additional Revolving Facility Commitments
(and the Credit Extensions thereunder), as the context may require. 
 “Additional Incremental Equivalent Loans” has the meaning specified
in Section 7.03(y). 
 “Additional Lenders” means the Additional Term Lenders and the Additional Revolving Lenders. 

“Additional Loans” means Additional Revolving Loans or Additional Term Loans, as the context may require. 

“Additional Notes” has the meaning specified in Section 7.03(y). 

“Additional Revolving Borrowing” means a borrowing consisting of simultaneous Additional Revolving Loans of the same Class and Type and, in
the case of Eurocurrency Rate Loans, having the same Interest Period made by the Additional Revolving Lenders. 
 “Additional Revolving
Commitments” has the meaning specified in Section 2.14(a). 
 “Additional Revolving Facility” has the meaning
specified in Section 2.14(a). 
 “Additional Revolving Facility Commitments” has the meaning specified in Section
2.14(a). 
 “Additional Revolving Lenders” means the lenders providing the Additional Revolving Commitments or Additional Revolving
Facility Commitments. 
 “Additional Revolving Loans” means any loans made in respect of any Additional Revolving Commitments or Additional
Revolving Facility Commitments that shall have been added pursuant to Section 2.14. 
 “Additional Term A Loans” means
Additional Term Loans that are term A loans. 
 “Additional Term Borrowing” means a borrowing consisting of simultaneous Additional Term
Loans of the same Class and Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by the Additional Term Lenders. 

  
 2 








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

“Additional Term Facility” means the Additional Term Commitments and the Additional Term Loans. 

“Additional Term Lenders” means the lenders providing the Additional Term Loans. 

“Additional Term Loans” means any loans made in respect of any Additional Term Commitments that shall have been added pursuant to
Section 2.14. 
 “Adjusted Eurocurrency Rate” means for any Interest Rate Determination Date with respect to an Interest Period
with respect to a Eurocurrency Rate Borrowing, (I) in relation to a Loan denominated in Canadian Dollars, the CDOR Rate and (II) in all other cases, the rate per annum obtained by dividing (i) (a) the rate per annum
equal to the rate determined by the Administrative Agent to be the offered rate which appears on the Thomson Reuters Screen which displays the average ICE Benchmark Administration Limited interest settlement rate or, in the case of Euros, European
Money Markets Institute interest settlement rate, or in each case the successor thereto (such page currently being (x) in relation to a Loan denominated in Dollars, Pounds Sterling, Japanese Yen or any other Alternative Currency (other than
Canadian Dollars or Euros), the LIBOR01 page and (y) in relation to a Loan denominated in Euros, the EURIBOR01 page) for deposits (for delivery on the first day of such period) with a term equivalent to such period in the relevant currency,
determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, (b) in the event the rates referenced in the preceding clause (a) do not appear on such page or service or if such page or
service shall cease to be available, the rate per annum equal to the rate determined by Administrative Agent to be the offered rate on such other commercially available page or other service which displays an average ICE Benchmark
Administration Limited interest settlement rate, or in the case of Euros, European Money Markets Institute interest settlement rate, or in each case, the successor thereto, for deposits (for delivery on the first day of such period) with a term
equivalent to such period in the relevant currency, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date or (c) in the event the rates referenced in the preceding clauses (a) and
(b) are not available, the rate per annum equal to the offered quotation rate to first class banks in the applicable interbank market by the Administrative Agent for deposits (for delivery on the first day of the relevant period) in such
currency of amounts in same day funds comparable to the principal amount of the applicable Loan of the Administrative Agent, in its capacity as a Lender, for which the Adjusted Eurocurrency Rate is then being determined with maturities comparable to
such period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, by (ii) an amount equal to (a) one minus (b) the Applicable Reserve Requirement. Notwithstanding the foregoing,
with respect to any determination of the Adjusted Eurocurrency Rate (i) with respect to Term Loans, the Adjusted Eurocurrency Rate shall not be less than 0.75% per annum, and (ii) in the event that any reference rate referred
to in clause (i) of the previous sentence is less than 0%, such reference rate shall be deemed to be 0%. 
 “Administrative Agent”
means Citibank, N.A., in its capacity as administrative agent under any of the Loan Documents, or any permitted successor administrative agent. 

  
 3 








 “Administrative Agent’s Office” means the Administrative Agent’s address and, as
appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify in writing to the Borrower, the Lenders and the L/C Issuers. 

“Administrative Questionnaire” means an Administrative Questionnaire substantially in the form of Exhibit G. 

“Affected Lender” has the meaning specified in Section 3.02(b). 

“Affected Loans” has the meaning specified in Section 3.02(b). 

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified. 
 “Affiliate Transaction” means any transaction (including the
purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Borrower involving aggregate value in excess of $20,000,000, unless: 

(1) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Borrower or such Restricted Subsidiary,
as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s length dealings with a Person who is not such an
Affiliate; and 
 (2) in the event such Affiliate Transaction involves an aggregate value in excess of $40,000,000, the terms of such
transaction have been approved by a majority of the members of the Board of Directors. 
 Any Affiliate Transaction shall be deemed to have
satisfied the requirements set forth in clause (2) of this definition if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if any. 

“Agent-Related Persons” means the Administrative Agent, the Collateral Agent and, in each case, the officers, directors, employees, agents
and attorneys-in-fact of such Person. 
 “Agents” means, collectively, the Administrative Agent, the Collateral Agent, the Syndication
Agent and the Documentation Agents. 
 “Agreement Currency” has the meaning specified in Section 1.08(h). 

“Aggregate Amounts Due” has the meaning specified in Section 2.13(d). 

“Aggregate Revolving Commitments” means the Revolving Commitments of all the Revolving Lenders. The amount of the Aggregate Revolving
Commitments on the Closing Date is $200,000,000. 

  
 4 








 “Agreement” means this Credit Agreement, as it may be amended, restated, supplemented or
otherwise modified from time to time. 
 “Air Products” has the meaning specified in the preliminary statements hereto. 

“Alternative Currency” means with respect to Revolving Loans and Letters of Credit, Euros, Canadian Dollars, Pounds Sterling, Japanese Yen
and any other currencies requested by the Borrower and agreed to by each Revolving Lender and the Administrative Agent. 
 “Alternative Currency
Equivalent” means, with respect to an amount denominated in any Alternative Currency, such amount, and with respect to an amount denominated in Dollars or another Alternative Currency, the equivalent in such Alternative Currency of such
amount determined at the Exchange Rate on the applicable Valuation Date. In making the determination of the Alternative Currency Equivalent for purposes of determining the aggregate available Revolving Commitments on any Credit Date, the
Administrative Agent shall use the Exchange Rate in effect at the date on which the Borrower requests the Credit Extension for such Credit Date pursuant to the provisions of this Agreement. 

“Anti-Corruption Laws” means all Laws, rules, and regulations of any jurisdiction applicable to the Loan Parties or their Restricted
Subsidiaries from time to time concerning or relating to bribery or corruption. 
 “Applicable Discount” has the meaning specified in
Section 2.05(a)(iv)(C)(2). 
 “Applicable Law” means, as to any Person: (a) all Laws, statutes, rules, regulations,
orders, codes, ordinances or other requirements having the force of law; and (b) all court orders, decrees, judgments, injunctions, notices, binding agreements and/or rulings, in each case of or by any Governmental Authority which has
jurisdiction over such Person or any property of such Person. 
 “Applicable Rate” means a percentage per annum equal to: 

(a)         
  

	 	(i)	with respect to Term Loans, (1) for Eurocurrency Rate Loans, the Adjusted Eurocurrency Rate plus 2.50% and (2) for the Base Rate Loans, the Base Rate plus 1.50%, 


 

	 	(ii)	with respect to Revolving Loans, initially, (1) for Eurocurrency Rate Loans, the Adjusted Eurocurrency Rate plus 2.00% and (2) for Base Rate Loans, the Base Rate plus 1.00%, 


 

	 	(iii)	with respect to the unused Revolving Commitments, initially, 0.375%, and 


  
 5 









	 	(iv)	with respect to Revolving Loans and the unused Revolving Commitments from and after delivery of the Compliance Certificate pursuant to Section 6.02(b) for the period ended December 31, 2016, the
Applicable Rate shall be (1) for Revolving Loans that are Eurocurrency Rate Loans, the Adjusted Eurocurrency Rate plus the applicable margin set forth in the table below, (2) for Revolving Loans that are Base Rate Loans, the Base Rate plus
the applicable margin set forth in the table below and (3) for the unused Revolving Commitments, the Revolving Commitment Fee percentage set forth in the table below, in each case, based on the First Lien Leverage Ratio set forth in the most
recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b): 

  

													
	 First Lien
 Leverage

Ratio
	  	Margin for Revolving
Loans that are Eurodollar
Rate Loans	 	 	Margin for Revolving
Loans that are Base Rate
Loans	 	 	Revolving Commitment
Fees	 
	 > 1.00
	  	 	2.00	% 	 	 	1.00	% 	 	 	0.375	% 
	 £ 1.00
	  	 	1.75	% 	 	 	0.75	% 	 	 	0.25	% 

  

	(b)	with respect to Letter of Credit fees, the applicable margin then in effect with respect to Revolving Loans that are Eurodollar Rate Loans, 


 

	(c)	with respect to Swingline Loans, the applicable margin then in effect with respect to Revolving Loans that are Base Rate Loans, and 

  


	(d)	with respect to any Additional Term Loans, Additional Revolving Loans in respect of an Additional Revolving Facility, any Extended Term Loans, any Extended Revolving Loans, Extended Revolving Commitments and Replacement
Term Loans, such amounts as may be agreed to by the Borrower and the Additional Term Lenders, Additional Revolving Lenders, Extended Term Lenders or Extended Revolving Lenders as the case may be. 


Any increase or decrease in the rates set forth above resulting from a change in the First Lien Leverage Ratio shall become effective as of the first Business
Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b). 
 “Applicable Reserve
Requirement” means, at any time, for any Eurocurrency Rate Loan, the maximum rate, expressed as a decimal, at which reserves (including any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained
with respect thereto against “Eurocurrency liabilities” (as such term is defined in Regulation D) under regulations issued from time to time by the Board or other applicable banking regulator. Without limiting the effect of the foregoing,
the Applicable Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (i) any category of liabilities which includes deposits by reference to which the applicable Adjusted
Eurocurrency Rate is to be determined, or (ii) any category of extensions of credit or other assets which include Eurocurrency Rate Loans. A Eurocurrency Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be
deemed subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender. The rate of interest on Eurocurrency Rate Loans shall be adjusted automatically
on and as of the effective date of any change in the Applicable Reserve Requirement. 

  
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 “Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, the
Lenders of such Class and (b) with respect to the L/C Sublimit, the L/C Issuers and the Revolving Lenders. 
 “Approved Currency”
means Dollars and any Alternative Currency. 
 “Approved Fund” means any Fund that is administered, advised or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender. 

“Arrangers” means Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Wells Fargo Securities, LLC, and HSBC Securities (USA) Inc.,
each in its capacity as a joint lead arranger and joint bookrunner for the Facilities. 
 “Asset Disposition” means: 

(a) the voluntary sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets
(including by way of a Sale and Leaseback Transaction) of the Borrower or any of its Restricted Subsidiaries (in each case other than Capital Stock of the Borrower) (each referred to in this definition as a “disposition”); or 

(b) the issuance or sale of Capital Stock of any Restricted Subsidiary (other than Preferred Capital Stock or Disqualified Capital Stock of Restricted
Subsidiaries issued in compliance with Section 7.03 or directors’ qualifying shares and shares issued to foreign nationals as required under applicable law), whether in a single transaction or a series of related transactions; 

in each case, other than: 
 (1) a disposition by the Borrower or
a Restricted Subsidiary to the Borrower or a Restricted Subsidiary; 
 (2) a disposition of cash, Cash Equivalents or Investment Grade Securities; 

(3) a disposition of inventory or other assets (including Settlement Assets) in the ordinary course of business or consistent with past practice or held for
sale or no longer used in the ordinary course of business or consistent with past practice; 
 (4) a disposition of obsolete, worn out, uneconomic, damaged
or surplus property, equipment or other assets or property, equipment or other assets that are no longer economically practical or commercially desirable to maintain or used or useful in the business of the Borrower and its Restricted Subsidiaries
whether now or hereafter owned or leased or acquired in connection with an acquisition or used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries (including by ceasing to enforce, allowing the lapse, abandonment
or invalidation of or discontinuing the use or maintenance of or putting into the public domain any intellectual property that is, in the reasonable judgment of the Borrower or the Restricted Subsidiaries, no longer used or useful, or economically
practicable to maintain, or in respect of which the Borrower or any Restricted Subsidiary determines in its reasonable business judgment that such action or inaction is desirable); 

  
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 (5) transactions permitted under Section 7.04 (other than under Section 7.04(d)); 

(6) an issuance of Capital Stock by a Restricted Subsidiary to the Borrower or to another Restricted Subsidiary and each other equityholder of such Restricted
Subsidiary on a pro rata basis or as part of or pursuant to an equity incentive or compensation plan approved by the Board of Directors; 
 (7) any
dispositions of Capital Stock, properties or assets in a single transaction or series of related transactions with a fair market value (as determined in good faith by the Borrower) of less than $25,000,000; 

(8) any Restricted Payment that is permitted to be made, and is made, under Section 7.06 and the making of any Investment that is permitted to be
made under Section 7.02; 
 (9) dispositions in connection with Permitted Liens; 

(10) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or consistent with
past practice or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements; 
 (11) conveyances, sales, transfers, licenses or
sub-licenses or other dispositions of intellectual property, software or other general intangibles and licenses, sub-licenses, leases or subleases of other property, in each case, in the ordinary course of business or consistent with past practice
or pursuant to a research or development agreement in which the counterparty to such agreement receives a license in the intellectual property or software that results from such agreement; 

(12) (i) the lease, assignment or sub-lease of any real or personal property in the ordinary course of business and (ii) the exercise of termination
rights with respect to any lease, sub-lease, license or sublicense or other agreement; 
 (13) foreclosure, condemnation or any similar action with respect
to any property or other assets; 
 (14) the sale or discount (with or without recourse, and on customary or commercially reasonable terms and for credit
management purposes) of accounts receivable or notes receivable arising in the ordinary course of business or consistent with past practice, or the conversion or exchange of accounts receivable for notes receivable; 

(15) any disposition of Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary or an Immaterial Subsidiary; 

(16) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Borrower or
a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and
in each case comprising all or a portion of the consideration in respect of such sale or acquisition; 

  
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 (17) (i) dispositions of property to the extent that such property is exchanged for credit against the
purchase price of similar replacement property that is promptly purchased, (ii) dispositions of property to the extent that the proceeds of such disposition are promptly applied to the purchase price of such replacement property (which
replacement property is actually promptly purchased), and (iii) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business; 

(18) sales of accounts receivable or other assets or participations therein, in connection with any Receivables Facility, or the disposition of an account
receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice; 
 (19) any
financing transaction with respect to property constructed, acquired, replaced, repaired or improved (including any reconstruction, refurbishment, renovation and/or development of real property) by the Borrower or any Restricted Subsidiary after the
Closing Date, including Sale and Leaseback Transactions and asset securitizations, permitted hereunder; 
 (20) dispositions of Investments in joint
ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, the parties to such joint venture set forth in joint venture arrangements and similar binding arrangements; 

(21) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any
kind; 
 (22) the unwinding of any Cash Management Services or Hedging Obligations; 

(23) dispositions of non-core assets; and 
 (24) any disposition
of assets effected pursuant to the Transactions. 
 In the event that a transaction (or any portion thereof) meets the criteria of a permitted Asset
Disposition and would also be an Investment permitted under Section 7.02 (excluding any transaction that generates Net Cash Proceeds), the Borrower, in its sole discretion, will be entitled to divide and classify such transaction (or a
portion thereof) as an Asset Disposition and/or one or more of the types of Investments permitted under Section 7.02. 
 “Assignment and
Assumption” means an Assignment and Assumption substantially in the form of Exhibit D. 
 “Associate” means (i) any
Person engaged in a Similar Business of which the Borrower or its Restricted Subsidiaries are the legal and beneficial owners of between 20% and 50% of all outstanding voting Capital Stock and (ii) any joint venture entered into by the Borrower
or any Restricted Subsidiary. 
 “Attorney Costs” means and includes all reasonable and documented fees, out-of-pocket expenses and
out-of-pocket disbursements of any law firm or other external counsel. 

  
 9 








 “Auction Agent” means (a) the Administrative Agent or (b) any other financial
institution or advisor employed by the Borrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Loan Prepayment pursuant to Section 2.05(a)(iv); provided that the
Borrower shall not designate the Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Agent).

 “Auto-Renewal Letter of Credit” has the meaning specified in Section 2.03(b)(iii). 

“Available Amount” means, at any time (the “Reference Date”) and, in each case, without duplication, the sum of: 

 

	(a)	50% of Consolidated Net Income for the period (treated as one accounting period) from the first day of the first fiscal quarter after the Spin-Off Effective Date (which, for the avoidance of doubt, is October 1,
2016) to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which internal consolidated financial statements of the Borrower are available (or, in the case such Consolidated Net Income is a deficit,
minus 100% of such deficit); 

  

	(b)	100% of the aggregate cash, and the fair market value of property or assets or marketable securities, received by the Borrower from the issue or sale of its Capital Stock or as the result of a merger or consolidation
with another Person subsequent to the Closing Date (other than in connection with the Spin-Off), or otherwise contributed to the equity (in each case other than through the issuance of Disqualified Capital Stock or Designated Preferred Stock) of the
Borrower subsequent to the Closing Date (other than (x) cash or property or assets or marketable securities received from an issuance or sale of such Capital Stock to a Restricted Subsidiary or an employee stock ownership plan or trust
established by the Borrower or any Subsidiary of the Borrower for the benefit of its employees to the extent funded by the Borrower or any Restricted Subsidiary, (y) cash or property or assets or marketable securities to the extent that any
Restricted Payment has been made from such proceeds in reliance on Section 7.06(f) and (z) Excluded Contributions); 

  

	(c)	100% of the aggregate cash, and the fair market value of property or assets or marketable securities, received by the Borrower or any Restricted Subsidiary from the issuance or sale (other than to the Borrower or a
Restricted Subsidiary or an employee stock ownership plan or trust established by the Borrower or any Subsidiary of the Borrower for the benefit of their employees to the extent funded by the Borrower or any Restricted Subsidiary) by the Borrower or
any Restricted Subsidiary subsequent to the Closing Date of any Indebtedness, Disqualified Capital Stock or Designated Preferred Stock that has been converted into or exchanged for Capital Stock of the Borrower (other than Disqualified Capital Stock
or Designated Preferred Stock) plus, without duplication, the amount of any cash, and the fair market value of property or assets or marketable securities, received by the Borrower or any Restricted Subsidiary upon such conversion or exchange;



  
 10 









	(d)	100% of the aggregate amount received in cash and the fair market value of marketable securities or other property received by means of: (i) the sale or other disposition (other than to the Borrower or a Restricted
Subsidiary) of Investments permitted under Section 7.02 made by the Borrower or its Restricted Subsidiaries and repurchases and redemptions of such permitted Investments from the Borrower or its Restricted Subsidiaries and repayments of
loans or advances, and releases of guarantees, which constitute Investments permitted under Section 7.02 by the Borrower or its Restricted Subsidiaries, in each case after the Closing Date; or (ii) the sale (other than to the
Borrower or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than to the extent of the amount of the Investment that constituted an Investment permitted under
Section 7.02 and will increase the amount available under the applicable clause of Section 7.02) or a dividend from an Unrestricted Subsidiary after the Closing Date; 


 

	(e)	in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger or consolidation of an Unrestricted Subsidiary into the Borrower or a Restricted Subsidiary or the transfer of all
or substantially all of the assets of an Unrestricted Subsidiary to the Borrower or a Restricted Subsidiary after the Closing Date, the fair market value of the Investment in such Unrestricted Subsidiary (or the assets transferred) at the time of
the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger or consolidation or transfer of assets (after taking into consideration any Indebtedness associated with the Unrestricted Subsidiary so
designated or merged or consolidated or Indebtedness associated with the assets so transferred), other than to the extent of the amount of the Investment that constituted an Investment permitted under Section 7.02 or was made under
Section 7.06(q); and 

  

	(f)	an amount equal to Retained Declined Proceeds; 

 minus, the aggregate amount of any Investments made
pursuant to Section 7.02(kk)(ii) and any Restricted Payment made pursuant to Section 7.06(q) during the period following the Closing Date and ending on the Reference Date; 

provided, however, that the calculation under the immediately preceding clauses (a) through (f) shall not include any amounts
attributable to, or arising in connection with, the Spin-Off and, provided, further, however, that if at the time such Available Amount is calculated the Fixed Charge Coverage Ratio (calculated on a Pro Forma Basis after giving effect
to any Restricted Payment for which the Available Amount is being calculated) is less than 2.00:1.00, the amounts described in clauses (a) through (f) shall not be included in calculating the Available Amount for purposes of any Restricted
Payment pursuant to Section 7.06(q). 
 “Available Liquidity” means, as of any date of determination, the sum of (a) the
aggregate amount of undrawn Revolving Commitments that are in effect as of such date, (b) the amount of undrawn commitments in respect of Additional Term Loans that are in effect on such date and (c) the aggregate amount of Cash on Hand.

 “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. 

  
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 “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. 

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any
successor statute. 
 “Bank Product” means any of the following products, services or facilities provided to the Borrower or any Restricted
Subsidiary: (a) products under Swap Contracts with a Secured Bank Product Provider; or (b) Cash Management Services or other similar banking products or services as may be requested by the Borrower or any Restricted Subsidiary, other than
letters of credit, and provided by a Secured Bank Product Provider. 
 “Base Rate” means, for any day, a rate per annum equal to the
greatest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate in effect on such day plus  1⁄2 of 1% and
(iii) the sum of (a) the Adjusted Eurocurrency Rate that would be payable on such day for a Eurocurrency Rate Loan with a one-month interest period (which, in respect of Term Loans only, shall in no event be less than 1.75% per
annum) plus (b) 1.00%. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate,
respectively. 
 “Base Rate Loan” means a Loan that bears interest based on the Base Rate. For the avoidance of doubt, all Swingline Loans
will be Base Rate Loans. 
 “Benefit Plan” means any employee pension benefit plan within the meaning of Section 3(2) of ERISA, in
respect of which the Borrower or any ERISA Affiliate is an “employer” as defined in Section 3(5) of ERISA, other than a Multiemployer Plan. 

“Board” means the Board of Governors of the Federal Reserve System of the United States (or any successor). 

“Board of Directors” means (i) with respect to any corporation, the board of directors or managers, as applicable, of the corporation,
or any duly authorized committee thereof; (ii) with respect to any partnership, the board of directors or other governing body of the general partner, as applicable, of the partnership or any duly authorized committee thereof; (iii) with
respect to a limited liability company, the managing member or members or any duly authorized controlling committee thereof; and (iv) with respect to any other Person, the board or any duly authorized committee of such Person serving a similar
function. Whenever any provision requires any action or determination to be made by, or any approval of, a Board of Directors, such action, determination or approval shall be deemed to have been taken or made if approved by a majority of the
directors on any such Board of Directors (whether or not such action or approval is taken as part of a formal board meeting or as a formal board approval). 

“Borrower” has the meaning specified in the preamble hereto. 

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

“Borrower Offer of Specified Discount Prepayment” means the offer by the Borrower to make a voluntary prepayment of Loans at a specified
discount to par pursuant to Section 2.05(a)(iv)(B). 
 “Borrower Solicitation of Discount Range Prepayment Offers” means the
solicitation by the Borrower of offers for, and the corresponding acceptance by a Lender of, a voluntary prepayment of Loans at a specified range of discounts to par pursuant to Section 2.05(a)(iv)(C). 

“Borrower Solicitation of Discounted Prepayment Offers” means the solicitation by the Borrower of offers for, and the subsequent acceptance,
if any, by a Lender of, a voluntary prepayment of Loans at a discount to par pursuant to Section 2.05(a)(iv)(D). 
 “Borrowing”
means a Revolving Borrowing, a Term Borrowing, Extended Term Borrowing, Extended Revolving Borrowing, Replacement Term Borrowing, Additional Revolving Borrowing or Additional Term Borrowing, as the context may require. 

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of,
or are in fact closed on, when used in relation to the Borrower, New York and, if such day relates to any Eurocurrency Rate Loan in a currency other than Euros, means any such day that is also a London Banking Day and, in the case of a Eurocurrency
Rate Loan in Euros, means any such day that is also a TARGET Day. 
 “Business Successor” means (i) any former Subsidiary of the
Borrower and (ii) any Person that, after the Closing Date, has acquired, merged or consolidated with a Subsidiary of the Borrower (that results in such Subsidiary ceasing to be a Subsidiary of the Borrower), or acquired (in one transaction or a
series of transactions) all or substantially all of the property and assets or business of a Subsidiary or assets constituting a business unit, line of business or division of a Subsidiary of the Borrower in the case of each of clauses (i) and
(ii), as a result of a transaction not prohibited hereunder. 
 “Canadian Dollars” means the lawful money of Canada. 

“Capital Expenditures” means, for any period, the aggregate of, without duplication, (a) all expenditures (whether paid in cash or
accrued as liabilities and including Capitalized Research and Development Costs and Capitalized Software Expenditures) by the Borrower and its Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be
included as additions during such period to property, plant or equipment or similar items which should be capitalized, reflected in the consolidated balance sheet of the Borrower and its Restricted Subsidiaries and (b) Capital Lease Obligations
incurred by the Borrower and its Restricted Subsidiaries during such period. 
 “Capital Lease Obligations” means, at the time any
determination thereof is to be made, the amount of the liability in respect of a Capitalized Lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in
accordance with GAAP. 

  
 13 








 “Capital Stock” means any and all shares of, rights to purchase, warrants, options or depositary
receipts for, or other equivalents of, or partnership or other interests in (however designated), equity of any Person, including any Preferred Capital Stock, but excluding any debt securities convertible into, or exchangeable for, such equity. 

“Capitalized Leases” means all leases that are required to be, in accordance with GAAP, recorded as capitalized leases; provided that for all
purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with GAAP. 

“Capitalized Research and Development Costs” means research and development costs that are required to be, in accordance with GAAP,
capitalized. 
 “Capitalized Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or
accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as
capitalized costs on the consolidated balance sheet of a Person and its Restricted Subsidiaries. 
 “Captive Insurance Subsidiaries” means,
collectively or individually as of any date of determination, those regulated Subsidiaries of the Borrower primarily engaged in the business of providing insurance and insurance-related services to the Borrower and its other Subsidiaries. 

“Cash Collateral Account” means a deposit account at a commercial bank selected by the Administrative Agent in the name of the Administrative
Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner reasonably satisfactory to the Administrative Agent. 

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent,
any L/C Issuer, the Swingline Lender and the Revolving Lenders, as collateral for L/C Obligations or obligations of Revolving Lenders to fund participations in respect thereof or in respect of Swingline Loans, cash or deposit account balances
denominated in the Approved Currency in which the applicable Letter of Credit was issued, or, if the applicable L/C Issuer benefitting from such collateral agrees in its reasonable discretion, other credit support (including by backstopping with
other letters of credit), in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent, (b) the applicable L/C Issuer or Swingline Lender and (c) the Borrower (which documents
are hereby consented to by the Lenders). “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: 
 (1)
(a) Dollars, Canadian Dollars, Swiss Francs, Euro, Pounds Sterling or any national currency of any member state of the European Union; or (b) any other foreign currency held by the Borrower and the Restricted Subsidiaries in the ordinary
course of business; 

  
 14 








 (2) securities issued or directly and fully Guaranteed or insured by the United States, Canadian, Swiss or UK
governments, a member state of the European Union or, in each case, or any agency or instrumentality thereof (provided that the full faith and credit of such country or such member state is pledged in support thereof), having maturities of
not more than two years from the date of acquisition; 
 (3) certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or
bankers’ acceptances having maturities of not more than one year from the date of acquisition thereof issued by any lender or by any bank or trust company (a) whose commercial paper is rated at least “A-2” or the equivalent
thereof by S&P or at least “P-2” or the equivalent thereof by Moody’s (or if at the time neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) or
(b) (in the event that the bank or trust company does not have commercial paper which is rated) having combined capital and surplus in excess of $100,000,000; 

(4) repurchase obligations for underlying securities of the types described in clauses (2), (3) and (7) of this definition entered into with any
bank meeting the qualifications specified in clause (3) above; 
 (5) securities with maturities of one year or less from the date of acquisition
backed by standby letters of credit issued by any Person referenced in clause (3) above; 
 (6) commercial paper and variable or fixed rate notes
issued by a bank meeting the qualifications specified in clause (3) above (or by the parent company thereof) maturing within one year after the date of creation thereof or any commercial paper and variable or fixed rate note issued by, or
guaranteed by a corporation rated at least (A) “A-1” or higher by S&P or “P-1” or higher by Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally
Recognized Statistical Rating Organization selected by the Borrower) maturing within two years after the date of creation thereof or (B) “A-2” or higher by S&P or “P-2” or higher by Moody’s (or, if at the time,
neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Borrower) maturing within one year after the date of creation thereof, or, in each case, if no rating is
available in respect of the commercial paper or fixed rate notes, the issuer of which has an equivalent rating in respect of its long-term debt; 
 (7)
marketable short-term money market and similar securities having a rating of at least “P-2” or “A-2” from either S&P or Moody’s, respectively (or, if at the time, neither is issuing comparable ratings, then a comparable
rating of another Nationally Recognized Statistical Rating Organization selected by the Borrower), and in each case maturing within 24 months after the date of creation or acquisition thereof; 

(8) readily marketable direct obligations issued by any state, province, commonwealth or territory of the United States of America, Canada, Switzerland, any
member state of the European Union or any political subdivision, taxing authority or public instrumentality thereof, in each case, having one of the two highest ratings categories obtainable from either Moody’s or S&P (or, if at the time,
neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Borrower) with maturities of not more than two years from the date of creation or acquisition; 

  
 15 








 (9) readily marketable direct obligations issued by any foreign government or any political subdivision, taxing
authority or public instrumentality thereof, in each case, having one of the two highest ratings categories obtainable by S&P or Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another
Nationally Recognized Statistical Rating Organization selected by the Borrower) with maturities of not more than two years from the date of acquisition; 

(10) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated within the three highest ratings
categories by S&P or Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Borrower); 

(11) with respect to any Foreign Subsidiary: (i) obligations of the national government of the country in which such Foreign Subsidiary maintains its
chief executive office and principal place of business provided such country is a member of the Organization for Economic Cooperation and Development, in each case maturing within one year after the date of investment therein, (ii) certificates
of deposit of, bankers’ acceptance of, or time deposits with, any commercial bank which is organized and existing under the laws of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of
business provided such country is a member of the Organization for Economic Cooperation and Development, and whose short-term commercial paper rating from S&P is at least “A-2” or the equivalent thereof or from Moody’s is at least
“P-2” or the equivalent thereof (any such bank being an “Approved Foreign Bank”), and in each case with maturities of not more than 270 days from the date of acquisition and (iii) the equivalent of demand deposit accounts
which are maintained with an Approved Foreign Bank; 
 (12) Indebtedness or Preferred Capital Stock issued by Persons with a rating of “BBB-” or
higher from S&P or “Baa3” or higher from Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Borrower) with
maturities of 24 months or less from the date of acquisition; 
 (13) bills of exchange issued in the United States, Canada, the United Kingdom, a member
state of the European Union or Japan eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent); 
 (14)
investments in money market funds access to which is provided as part of “sweep” accounts maintained with any bank meeting the qualifications specified in clause (3) above; 

(15) investments in industrial development revenue bonds that (i) “re-set” interest rates not less frequently than quarterly, (ii) are
entitled to the benefit of a remarketing arrangement with an established broker dealer and (iii) are supported by a direct pay letter of credit covering principal and accrued interest that is issued by any bank meeting the qualifications
specified in clause (3) above; 
 (16) investments in pooled funds or investment accounts consisting of investments in the nature described in the
foregoing clause (15); 
 (17) Cash Equivalents or instruments similar to those referred to in clauses (1) through (16) above denominated in
Dollars or any Alternative Currency; 

  
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 (18) interests in any investment company, money market, enhanced high yield fund or other investment fund which
invests 90% or more of its assets in instruments of the types specified in clauses (1) through (17) above; and 
 (19) for purposes of clause
(2) of the definition of “Asset Disposition,” any marketable securities portfolio owned by the Borrower and its Subsidiaries on the Closing Date. 

In the case of Investments by any Foreign Subsidiary that is a Restricted Subsidiary or Investments made in a country outside the United States of America,
Cash Equivalents shall also include (i) investments of the type and maturity described in clauses (1) through (10) and clauses (12) through (19) above of foreign obligors, which Investments or obligors (or the parents of
such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (ii) other short-term investments utilized by Foreign Subsidiaries that are Restricted Subsidiaries in accordance with
normal investment practices for cash management in investments analogous to the foregoing investments in clauses (1) through (19) and in this paragraph. Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in
currencies other than those set forth in clause (1) above, provided that such amounts are converted into any currency listed in clause (1) as promptly as practicable and in any event within 10 Business Days following the receipt of such
amounts. For the avoidance of doubt, any items identified as Cash Equivalents under this definition (other than clause (19) above) will be deemed to be Cash Equivalents for all purposes under this Agreement regardless of the treatment of such
items under GAAP. 
 “Cash Management Obligations” means obligations owed by the Borrower or any Restricted Subsidiary to a Secured Bank
Product Provider, whether absolute or contingent and however and wherever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), arising from treasury, depository and Cash
Management Services or similar services designated to the Administrative Agent by the Borrower as constituting Cash Management Obligations. 
 “Cash
Management Services” means any of the following to the extent not constituting a line of credit (other than an overnight draft facility that is not in default): automated clearing house transactions, treasury, depository, credit or debit
card, purchasing card, stored value card, electronic fund transfer services and/or cash management services, including, without limitation, controlled disbursement services, overdraft facilities, foreign exchange facilities, deposit and other
accounts and merchant services or other cash management arrangements in the ordinary course of business or consistent with past practice. 
 “Cash
on Hand” means, on any date of determination, the sum of the amount of cash and Cash Equivalents of the Borrower and each Restricted Subsidiary, as set forth on the balance sheet of the Borrower and its Consolidated Subsidiaries (it being
understood that such amount shall exclude in any event any cash or Cash Equivalents identified on such balance sheet as “restricted” (including cash or Cash Equivalents subject to a control agreement in favor of any Person other than the
Administrative Agent, but excluding cash or Cash Equivalents restricted in favor of the Secured Parties or pursuant to Cash Collateralization required hereunder)). 

  
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 “Casualty Event” means any event that gives rise to the receipt by the Borrower of any insurance
proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property (including any improvements thereon). 

“CDOR Rate” means, with respect to each day during an Interest Period pertaining to a Loan denominated in Canadian Dollars, the interest rate
per annum which is the rate based on the average rate applicable to Canadian Dollar bankers’ acceptances, for a term comparable to such Interest Period, appearing on the “Reuters Screen CDOR Page” (as defined in the
International Swaps and Derivatives Association, Inc. 1991 definitions, as modified and amended from time to time) at approximately 11:00 a.m. (New York City time) on the first day of such Interest Period, or if such date is not a Business Day, then
on the immediately preceding Business Day; provided, that if such rate does not appear on the Reuters Screen CDOR Page on such date as contemplated, then the CDOR Rate for such Interest Period shall be the rate for a term comparable to such
Interest Period applicable to Canadian Dollar bankers’ acceptance quoted by a bank listed in Schedule 1 of the Bank Act (Canada) and selected by the Administrative Agent. 

“CFC” means any Subsidiary that is (1) a controlled foreign corporation (as that term is defined in Section 957 of the Code),
(2) a Domestic Subsidiary, all of the assets of which (except for an immaterial amount) consist of the equity and, if any, debt of one or more Foreign Subsidiaries or (3) owned directly or indirectly by a Subsidiary described in clause
(1) above. 
 “Change of Control” means (i) the Borrower becomes aware of (by way of a report or any other filing pursuant to
Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) any “person” or “group” of related persons (as such terms are used in Section 13(d) of the Exchange Act as in effect on the Closing Date) is
or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date), directly or indirectly, of more than 50% of the total voting power of the voting Capital Stock of the Borrower
(other than, prior to the Spin-Off, by Air Products and its Subsidiaries) (provided, however, that notwithstanding the foregoing, a transaction or series of transactions will not be deemed to involve a Change of Control if (x) the
Borrower becomes a direct or indirect wholly-owned subsidiary of a holding company and (y) the direct or indirect beneficial owners of the voting Capital Stock of such holding company immediately following such transaction or transactions are
substantially the same as the beneficial owners of the voting Capital Stock of the Borrower immediately prior to such transaction or transactions); or (ii) the sale, lease, transfer, conveyance or other disposition (other than by way of merger,
amalgamation, consolidation or other business combination transaction), in one or a series of related transactions, of all or substantially all of the assets of the Borrower and its Restricted Subsidiaries taken as a whole to a Person other than the
Borrower or any of its Restricted Subsidiaries in accordance with Section 7.04. 
 “Citibank” means Citibank, N.A., and its
successors. 
 “Class” (a) when used with respect to Lenders, refers to whether such Lenders are Revolving Lenders, Term Lenders,
Additional Term Lenders of a Series, Additional Revolving Lenders of a Series or Extending Lenders of a Series, (b) when used with respect to Commitments, refers to whether such Commitments are Term Commitments, Revolving Commitments,
Additional Term 

  
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Commitments of a Series, Additional Revolving Facility Commitments of a Series or Extended Revolving Commitments of a Series and (c) when used with respect to Loans or a Borrowing, refers to
whether such Loans, or the Loans comprising such Borrowing, are Term Loans, Revolving Loans, Additional Term Loans of a Series, Additional Revolving Loans of a Series, Extended Term Loans of a Series, Extended Revolving Loans of a Series or
Replacement Term Loans of a Series. Loans that are not fungible for United States federal income tax purposes shall be construed to be in different Classes or tranches. 

“Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with
Section 4.01, which date is September 30, 2016. 
 “Code” means the U.S. Internal Revenue Code of 1986, as amended (unless
as specifically provided otherwise). 
 “Collateral” means all of the “Collateral” referred to in the Collateral Documents and
all of the other property and assets that are or are required under the terms hereof or under the Collateral Documents to be subject to Liens in favor of the Collateral Agent for the benefit of the Secured Parties; provided, that in no event
shall “Collateral” include (i) any equity interests or assets of any Excluded Subsidiary (other than equity interests in any “first tier” CFC to the extent pledged (or required to be pledged) pursuant to the Security
Agreement) or (ii) any other Excluded Assets. 
 “Collateral Agent” means Citibank, N.A., in its capacity as collateral agent under
any of the Loan Documents, or any successor collateral agent hereunder. 
 “Collateral Documents” means, collectively, the Security
Agreement, each Intellectual Property Security Agreement, the Mortgages, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties as
security for the Secured Obligations, including collateral assignments, Security Agreement Supplements and other similar agreements delivered to the Administrative Agent and the Lenders pursuant to Section 6.12. 

“Commitment” means a Term Commitment, a Revolving Commitment, a Swingline Commitment, an Additional Term Commitment, an Additional Revolving
Commitment, an Additional Revolving Facility Commitment or an Extended Revolving Commitment, as the context may require. 
 “Committed Loan
Notice” means a notice of (a) a Term Borrowing, (b) a Revolving Borrowing, (c) a Swingline Borrowing, (d) a conversion of Loans from one Type to the other or (e) a continuation of Eurocurrency Rate Loans pursuant to
Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A. 
 “Commodity Exchange Act”
means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute. 
 “Company
Competitor” means any Person that is a competitor of the Borrower or any of its Subsidiaries. 

  
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 “Compliance Certificate” means a certificate substantially in the form of Exhibit C or
such other form approved by the Administrative Agent and the Borrower. 
 “Consolidated” means, when used to modify a financial term, test,
statement or report of a Person, the application or preparation of such term, test, statement or report (as applicable) based upon the consolidation, in accordance with GAAP, of the financial condition or operating results of such Person and its
Subsidiaries. 
 “Consolidated Cash Interest Expense” means, with respect to any Person for any period, without duplication,
(a) Consolidated cash interest expense in respect of indebtedness for borrowed money of such Person and its Restricted Subsidiaries for such period on a Consolidated basis (excluding amortization of original issue discount or premium resulting
from the Issuance of Indebtedness at less than par, amortization of deferred financing costs, costs associated with obtaining or terminating Swap Contracts and fees and expenses in connection with any amendment or waiver of Indebtedness),
minus (b) interest income for such period, all determined in accordance with GAAP. 
 “Consolidated Depreciation and Amortization
Expense” means, with respect to any Person for any period, the total amount of depreciation and amortization expense, including amortization or write-off of (i) intangibles and non-cash organization costs, (ii) deferred financing
fees or costs and (iii) capitalized expenditures, customer acquisition costs and incentive payments, conversion costs and contract acquisition costs, the amortization of original issue discount resulting from the issuance of Indebtedness at
less than par and amortization of favorable or unfavorable lease assets or liabilities, of such Person and its Restricted Subsidiaries for such period on a Consolidated basis and otherwise determined in accordance with GAAP and any write down of
assets or asset value carried on the balance sheet. 
 “Consolidated EBITDA” means, with respect to any Person for any period, the
Consolidated Net Income of such Person for such period: 
 (1) increased (without duplication) by: 

(a) any (x) Transaction Expenses and (y) any fees, costs, expenses or charges (other than Consolidated Depreciation and Amortization Expense)
related to any actual, proposed or contemplated Versum Equity Offering (including any expense relating to enhanced accounting functions or other transactions costs associated with becoming a public company), Investment permitted under
Section 7.02, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be Incurred hereunder (including a refinancing thereof) (in each case, whether or not successful), including (i) such fees,
expenses or charges related to this Agreement, the Senior Notes Indenture, the Senior Notes, any other credit facilities and any Receivables Fees, and (ii) any amendment, waiver or other modification of this Agreement, the Senior Notes
Indenture, the Senior Notes, Receivables Facilities, any other credit facilities, any Receivables Fees, any other Indebtedness permitted to be Incurred hereunder or any Versum Equity Offering, in each case, whether or not consummated, to the extent
the same were deducted (and not added back) in computing Consolidated Net Income; plus 

  
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 (b) provision for taxes based on income, profits, revenue or capital, including, without limitation, federal,
state, provincial, territorial, local, foreign, unitary, excise, property, franchise and similar taxes and foreign withholding and similar taxes of such Person paid or accrued during such period, including any penalties and interest relating to any
tax examinations (including, without limitation, any additions to such taxes, and any penalties and interest with respect thereto), deducted (and not added back) in computing Consolidated Net Income; plus  

(c) any other non-cash charges, write-downs, expenses, losses or items reducing Consolidated Net Income for such period including any impairment charges or
the impact of purchase accounting (provided that if any such non-cash charge, write-down or item to the extent it represents an accrual or reserve for a cash expenditure for a future period then the cash payment in such future period shall be
subtracted from Consolidated EBITDA when paid) or other items classified by the Borrower as special items; plus  
 (d) (i) the amount of any
restructuring charge, reserve, integration cost or other business optimization expense or cost (including charges directly related to the implementation of cost-savings initiatives) that is deducted (and not added back) in such period in computing
Consolidated Net Income, including any one-time costs incurred in connection with acquisitions or divestitures after the Closing Date, including, without limitation, those related to any severance, retention, signing bonuses, relocation, recruiting
and other employee related costs, future lease commitments and costs related to the opening and closure and/or consolidation of facilities and to existing lines of business and (ii) fees, costs and expenses associated with acquisition related
litigation and settlements thereof; plus  
 (e) any net loss included in the Consolidated Net Income attributable to non-controlling interests
pursuant to the application of Accounting Standards Codification Topic 810-10-45 (“Topic 810”); plus  
 (f) the amount of board of
director fees, management, monitoring, advisory, consulting, refinancing, subsequent transaction, advisory and exit fees (including termination fees) and related indemnities and expenses paid or accrued in such period to any member of the Board of
Directors of the Borrower to the extent permitted under Section 7.08; plus  
 (g) net realized losses from Hedging Obligations or
embedded derivatives that require similar accounting treatment and the application of Accounting Standard Codification Topic 815 (“Topic 815”) and related pronouncements; plus  

(h) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any
period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to clause (2) below for any previous period and not added back; plus  

(i) any costs or expense incurred by the Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other
management or employee benefit plan or agreement, any severance agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Borrower or net
cash proceeds of an Equity Issuance (other than Disqualified Capital Stock) of the Borrower solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (1)(c) of the definition of “Restricted
Payments”; plus  

  
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 (j) any net pension or other post-employment benefit costs representing amortization of unrecognized prior
service costs, actuarial losses, including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing at the date of the initial application of Accounting Standards Codification
Topic 715, and any other items of a similar nature; plus  
 (k) the amount of loss or discount on sale of receivables and related assets to the
Receivables Subsidiary in connection with a Receivables Facility; plus  
 (l) earn-out and contingent consideration obligations (including to the
extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price adjustments, in each case in connection with acquisitions or an Investment; plus  

(m) the amount of “run rate” cost savings (including, without limitation, cost savings with respect to salary, benefit and other direct savings
resulting from workforce reductions and facility, benefit and insurance savings), operating expense reductions, other operating improvements and initiatives and synergies projected by the Borrower in good faith to be reasonably anticipated to be
realizable within eighteen (18) months of the date thereof (which will be added to Consolidated EBITDA as so projected until fully realized and calculated on a pro forma basis as though such cost savings (including, without limitation, cost
savings with respect to salary, benefit and other direct savings resulting from workforce reductions and facility, benefit and insurance savings), operating expense reductions, other operating improvements and initiatives and synergies had been
realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that, all steps have been taken, or are reasonably expected to be taken, in the good faith determination
of the Borrower, for realizing such cost savings and such cost savings are reasonably identifiable and factually supportable and provided that, the aggregate amount for all such cost savings shall not exceed 20% of Consolidated EBITDA for
such period prior to giving effect to this clause (m); plus 
 (n) Fixed Charges of such Person for such period (including (x) net losses on any
Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate, currency or commodities risk, (y) bank fees and (z) costs of surety bonds in connection with financing activities, plus amounts
excluded from the definition of “Consolidated Interest Expense” pursuant to clauses (t) through (z) in clause (1) thereof), to the extent the same were deducted (and not added back) in calculating such Consolidated Net
Income; plus  
 (o) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not
added back) in computing Consolidated Net Income; plus  
 (p) the amount of any minority interest expense consisting of Subsidiary income
attributable to minority equity interests of third parties in any non-wholly owned Subsidiary; plus  
 (q) realized foreign exchange losses
resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of the Borrower and its Restricted Subsidiaries; plus  

  
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 (r) the amount of expenses relating to payments made to option holders of the Borrower or any Parent Entity in
connection with, or as a result of, any distribution being made to equityholders of such Person or its Parent Entities, which payments are being made to compensate such option holders as though they were equityholders at the time of, and entitled to
share in, such distribution, in each case to the extent permitted hereunder; plus  
 (s) losses, expenses or charges (including all fees and
expenses or charges related thereto) (i) from abandoned, closed, disposed or discontinued operations and any losses on disposal of abandoned, closed or discontinued operations and (ii) attributable to business dispositions or asset
dispositions (other than in the ordinary course of business) as determined in good faith; plus  
 (t) Public Company Costs; plus  

(u) cost related to the implementation of operational and reporting systems and technology initiatives; plus  

(v) adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” as set forth in “Management’s Discussion and
Analysis of Financial Condition and Results of Operations—Reconciliation of Non-GAAP Financial Measures” contained in the information statement filed as Exhibit 99.1 to the Registration Statement on Form 10 filed by the Borrower with the
SEC on September 12, 2016, applied in good faith to the extent such adjustments continue to be applicable during the period in which Consolidated EBITDA is being calculated; plus 

(w) the amount of loss on sale of assets in connection with a Receivables Facility; plus 

(x) to the extent not already included in Consolidated Net Income, proceeds of business interruption insurance (to the extent actually received and net of
expenses incurred to obtain such proceeds, unless otherwise deducted in determining Consolidated Net Income); and 
 (2) decreased (without duplication) by:

 (a) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the
reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period; plus  
 (b) any net income
included in Consolidated Net Income attributable to non-controlling interests pursuant to the application of Topic 810. 
 There shall be
included in determining Consolidated EBITDA for any period, without duplication, the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of
any related Person, property, business or assets to the extent not so acquired) to the extent not subsequently sold, transferred or otherwise disposed of by the Borrower or such Restricted Subsidiary during such period (each such Person, property,
business or asset acquired and not 

  
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subsequently so disposed of, an “Acquired Entity or Business”), and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such
period (each a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring during such
period but prior to such acquisition). For purposes of determining the Total Secured Leverage Ratio, Fixed Charge Coverage Ratio, Total Leverage Ratio and First Lien Leverage Ratio there shall be excluded in determining Consolidated EBITDA for any
period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of, closed or classified as discontinued operations by the Borrower or any Restricted Subsidiary
during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during
such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring during such
period but prior to such sale, transfer or disposition). Notwithstanding the foregoing, but subject to any adjustments set forth above with respect to any transactions occurring after the Closing Date, Consolidated EBITDA shall be $70,000,000 for
the fiscal quarter ended December 31, 2015, $92,000,000 for the fiscal quarter ended March 31, 2016, $77,000,000 for the fiscal quarter ended June 30, 2016 and $80,000,000 for the fiscal quarter ended September 30, 2016. 

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of: 

(1) Consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and
not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount or premium resulting from the issuance of Indebtedness at less than par (other than the Loans), (b) all commissions, discounts and
other fees and charges owed with respect to letters of credit or bankers’ acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of any Hedging
Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capital Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding
(s) Receivables Fees, (t) penalties and interest relating to taxes, (u) any additional cash interest owing pursuant to any registration rights agreement, (v) accretion or accrual of discounted liabilities other than Indebtedness,
(w) any expense resulting from the discounting of any Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (x) amortization or write-off of deferred financing fees, debt issuance costs,
debt discount or premium, terminated hedging obligations and other commissions, financing fees and expenses and original issue discount with respect to the Loans and, adjusted, to the extent included, to exclude any refunds or similar credits
received in connection with the purchasing or procurement of goods or services under any purchasing card or similar program, (y) any expensing of bridge, commitment and other financing fees and (z) interest with respect to Indebtedness of
any parent of such Person appearing upon the balance sheet of such Person solely by reason of push-down accounting under GAAP); plus  

  
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 (2) Consolidated capitalized interest of such Person and its Restricted Subsidiaries for such
period, whether paid or accrued; less  
 (3) interest income for such period. 

For purposes of this definition, interest (i) on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such
Person to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP and (ii) shall be calculated in the reporting currency of such Person at the spot rate of exchange pursuant to GAAP on the date of determination
as further increased or decreased by the fair value of foreign currency Swap Contracts or other derivative instruments (or portions thereof) entered into for the purpose of hedging currency risk related to the interest rate of any Indebtedness on
such date of determination, regardless of whether such Swap Contracts or other instruments are recorded under hedge accounting principles in accordance with GAAP. 

“Consolidated Net Income” means, with respect to any Person for any period, the net income (loss) of such Person and its Restricted
Subsidiaries for such period determined on a consolidated basis in accordance with GAAP before any reduction in respect of Preferred Capital Stock dividends; provided, however, that there will not be included in such Consolidated Net
Income, without duplication: 
 (1) any extraordinary, exceptional, unusual or nonrecurring gain, loss, charge or expense (including
Transaction Expenses) or any charges, expenses or reserves in respect of any restructuring, redundancy or severance expense or relocation costs, integration and facilities’ opening costs and other business optimization expenses and operating
improvements (including related to new product introductions), restructuring charges, accruals or reserves (including restructuring and integration costs related to acquisitions after the Closing Date and adjustments to existing reserves), whether
or not classified as restructuring expense on the consolidated financial statements, signing costs, retention or completion bonuses, transition costs, costs related to closure/consolidation of facilities, internal costs in respect of strategic
initiatives and curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of pension liabilities), contract terminations and professional and consulting fees incurred with any of the foregoing;

 (2) the cumulative effect of a change in accounting principles, including any impact resulting from an election by the Borrower to apply
IFRS at any time following the Closing Date; 
 (3) any costs associated with the Transactions, including any Transaction Expenses and any
other charges, fees, costs or expenses associated with becoming a separate operating company; 
 (4) any fees and expenses (including any
transaction or retention bonus or similar payment) incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, asset disposition, issuance or repayment of Indebtedness, issuance of
Capital Stock, refinancing transaction or amendment or 

  
 25 








 
modification of any debt instrument (in each case, including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed) and any charges or
non-recurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful (including, for avoidance of doubt, the effects of expensing all transaction-related expenses in accordance with
Financial Accounting Standards Codification No. 805 and gains or losses associated with Financial Accounting Standards Codification No. 460); 

(5) all deferred financing costs written off and premiums paid or other expenses incurred directly in connection with any early extinguishment
of Indebtedness and any net gain (loss) from any write-off or forgiveness of Indebtedness; 
 (6) accruals and reserves that are established
or adjusted (including any adjustment of estimated payouts on existing earn-outs) that are so required to be established as a result of the Transactions in accordance with GAAP, or changes as a result of adoption or modification of accounting
policies; 
 (7) any (i) non-cash compensation charge or expense arising from any grant of stock, stock options or other equity based
awards and any non-cash deemed finance charges in respect of any pension liabilities or other provisions or on the re-valuation of any benefit plan obligation and (ii) income (loss) attributable to deferred compensation plans or trusts; 

(8) any net income (loss) of any Person if such Person is not a Restricted Subsidiary (including any net income (loss) from investments
recorded in such Person under the equity method of accounting), except that the Borrower’s equity in the net income of any such Person for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash
Equivalents actually distributed or that (as reasonably determined by a Responsible Officer of the Borrower) could have been distributed by such Person during such period to the Borrower or a Restricted Subsidiary as a dividend or other distribution
or return on investment (subject, in the case of a dividend or other distribution or return on investment to a Restricted Subsidiary, to the limitations contained in clause (9) below); 

(9) solely for the purpose of determining the Available Amount, any net income (loss) of any Restricted Subsidiary (other than the Borrower and
the Guarantors) if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Borrower or a Guarantor by operation of
the terms of such Restricted Subsidiary’s articles, charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its shareholders (other than
(a) restrictions that have been waived or otherwise released, (b) restrictions pursuant to this Agreement, the Senior Notes or the Senior Notes Indenture and (c) restrictions specified in Section 7.09(m), except that the
Borrower’s equity in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed or that could have been
distributed by such Restricted 

  
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Subsidiary during such period to the Borrower or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend to another Restricted Subsidiary, to the
limitation contained in this clause); 
 (10) any unrealized gains or losses in respect of any Hedging Obligations or any ineffectiveness
recognized in earnings related to qualifying hedge transactions or the fair value of changes therein recognized in earnings for derivatives that do not qualify as hedge transactions, in each case, in respect of any Hedging Obligations; 

(11) any unrealized foreign currency translation increases or decreases or transaction gains or losses in respect of Indebtedness of any Person
denominated in a currency other than the functional currency of such Person, including those related to currency remeasurements of Indebtedness (including any net loss or gain resulting from Hedging Obligations for currency exchange risk) or other
obligations of the Borrower or any Restricted Subsidiary owing to the Borrower or any Restricted Subsidiary and any unrealized foreign exchange gains or losses relating to translation of assets and liabilities denominated in foreign currencies; 

(12) any unrealized or realized gain or loss due solely to fluctuations in currency values and the related tax effects, determined in
accordance with GAAP; 
 (13) any purchase accounting effects (including in relation to the Spin-Off) including, but not limited to,
adjustments to inventory, property and equipment, software and other intangible assets and deferred revenue in component amounts required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed
down to the Borrower and the Restricted Subsidiaries), as a result of any consummated acquisition, or the amortization or write-off of any amounts thereof (including any write-off of in process research and development); 

(14) any goodwill or other intangible asset impairment charge, write-off or write-down and the amortization of intangibles arising pursuant to
GAAP; 
 (15) any after-tax effect of income (loss) from the early extinguishment or cancellation of Indebtedness or any Hedging Obligations
or other derivative instruments; 
 (16) any net unrealized gains and losses resulting from Hedging Obligations or embedded derivatives that
require similar accounting treatment and the application of Topic 815 and related pronouncements or mark to market movement of other financial instruments pursuant to Accounting Standards Codification Topic No. 825 and related pronouncements;

 (17) any non-cash expenses, accruals or reserves related to adjustments to historical tax exposures and any deferred tax expense
associated with tax deductions or net operating losses arising as a result of the Transactions, or the release of any valuation allowances related to such item; and 

(18) any cash payments in respect of (x) pension and other post retirement obligations, (y) environmental obligations and
(z) litigation or other disputes will be deducted from 

  
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Consolidated Net Income (but only to the extent not already reducing Consolidated Net Income in accordance with GAAP) and in each case of clauses (x) through (z), excluding any payments in
respect of charges taken on or prior to the Closing Date. 
 In addition, to the extent not already included in the Consolidated Net Income of such Person
and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include (i) any expenses and charges that are reimbursed by indemnification or other reimbursement provisions in
connection with any investment or any sale, conveyance, transfer or other disposition of assets permitted hereunder, or, so long as the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be
reimbursed and only to the extent that such amount is (A) not denied by the applicable payor in writing within 180 days and (B) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back
to the extent not so reimbursed within 365 days) and (ii) to the extent covered by insurance (including business interruption insurance) and actually reimbursed, or, so long as the Borrower has made a determination that there exists reasonable
evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (A) not denied by the applicable carrier in writing within 180 days and (B) in fact reimbursed within 365 days of the date of
such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption. 

“Consolidated Total Debt” means, as of any date of determination, (a) the aggregate principal amount of Indebtedness for borrowed money
(excluding Indebtedness with respect to Cash Management Services and intercompany Indebtedness among the Borrower and its Restricted Subsidiaries), plus (without duplication) (b) the aggregate principal amount of Capital Lease Obligations,
Purchase Money Obligations and unreimbursed drawings under letters of credit of the Borrower and its Restricted Subsidiaries outstanding on such date. For the avoidance of doubt, “Consolidated Total Debt” shall exclude Indebtedness in
respect of any Receivables Facility. For purposes of calculating the First Lien Leverage Ratio, Total Leverage Ratio or the Total Secured Leverage Ratio, Consolidated Total Debt shall be calculated in the reporting currency of the Borrower at the
spot rate of exchange pursuant to GAAP on the date of determination as further increased or decreased by the fair value of foreign currency Swap Contracts or other derivative instruments or portions thereof entered into for the purpose of hedging
currency risk related to the principal amount of any Indebtedness on such date of determination, regardless of whether such Swap Contracts or other instruments are recorded under hedge accounting principles in accordance with GAAP. 

“Consolidated Working Capital” means, at any date, the excess of (a) the sum of all amounts (other than cash and Cash Equivalents) that
would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries at such date over (b) the sum of all
amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries on such date, but excluding,
without duplication, (a) all Indebtedness consisting of Revolving Loans, L/C Obligations and other revolving loans, letter of credit and bankers’ acceptance obligations to the extent otherwise included therein, (b) the current portion
of interest, (c) the current portion of current and deferred income taxes, (d) the current portion of any Capital Lease 

  
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Obligations, (e) deferred revenue arising from cash receipts that are earmarked for specific projects, (f) the current portion of deferred acquisition costs, (g) pension assets and
the current portion of pension liabilities, and (h) current accrued costs associated with any restructuring or business optimization (including accrued severance and accrued facility closure costs). 

“Contaminant” means any material or substance with respect to which any Environmental Law or Environmental Permit imposes a duty, liability,
obligation or standard of conduct or otherwise controls, limits or regulates, including without limitation any pollutant, contaminant (as those terms are defined in 42 U.S.C. §9601(33)), toxic pollutant (as that term is defined in 33 U.S.C.
§1362(13)), hazardous substance (as that term is defined in 42 U.S.C. §9601(14)), hazardous chemical (as that term is defined by 29 CFR §1910.1200(c)), hazardous waste (as that term is defined in 42 U.S.C. §6903(5)), or any state
or local equivalent of such laws and regulations, including, without limitation, radioactive material, special waste, polychlorinated biphenyls, asbestos, petroleum, including crude oil or any petroleum-derived substance, (or any fraction thereof),
solid waste (as that term is defined in 42 U.S.C. § 6903(27)), or breakdown or decomposition product thereof, or any constituent of any such substance or waste, including but not limited to polychlorinated biphenyls and asbestos. 

“Contingent Obligation” means, with respect to any Person, any obligation of such Person guaranteeing in any manner, whether directly or
indirectly, any operating lease, dividend or other obligation that does not constitute Indebtedness (“Primary Obligations”) of any other Person (the “Primary Obligor”), including any obligation of such Person,
whether or not contingent: 
 (1) to purchase any such Primary Obligation or any property constituting direct or indirect security therefor;

 (2) to advance or supply funds (a) for the purchase or payment of any such Primary Obligation; or (b) to maintain the working
capital or equity capital of the Primary Obligor or otherwise to maintain the net worth or solvency of the Primary Obligor; or 
 (3) to
purchase property, securities or services primarily for the purpose of assuring the owner of any such Primary Obligation of the ability of the Primary Obligor to make payment of such Primary Obligation against loss in respect thereof. 

“Contract Consideration” has the meaning specified in the definition of “Excess Cash Flow.” 

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or
other undertaking to which such Person is a party or by which it or any of its property is bound. 
 “Control” 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. “Controlled” or
“Controlling” has a meaning correlative thereto. 
 “Controlled Investment Affiliates” means, as to any Person, any other
Person which directly or indirectly is in Control of, is Controlled by or is under common Control with such Person and is organized by such Person (or any Person Controlling such Person) primarily for making direct or indirect equity or debt
investments in the Borrower and/or other companies. 

  
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 “Converted Restricted Subsidiary” has the meaning specified in the definition of
“Consolidated EBITDA.” 
 “Converted Unrestricted Subsidiary” has the meaning specified in the definition of “Consolidated
EBITDA.” 
 “Covenant Transaction” has the meaning specified in Section 1.08(d). 

“Credit Agreement Refinancing Indebtedness” means (a) any new term loan facilities used to refinance all or a portion of the loans under
any Term Loan Facility (each, a “Refinancing Term Loan Facility”) entered into with the consent of the Administrative Agent, the Borrower and the institutions providing such Refinancing Term Loan Facility, (b) any new revolving
facilities used to refinance all or a portion of the loans and revolving commitments under any Revolving Facility (each, a “Refinancing Revolving Facility” and, together with the Refinancing Term Loan Facilities, the
“Refinancing Facilities”) entered into with the consent of the Administrative Agent, the Borrower and the institutions providing such Refinancing Revolving Facility or (c) one or more additional series of senior unsecured notes
or loans or senior secured notes or loans that will be secured by the Collateral on a pari passu basis with the Facilities or secured notes or loans that will be secured on a junior priority basis to the Facilities (including any Registered
Equivalent Notes) (any such notes or loans, “Refinancing Notes”); provided that (i) any Refinancing Notes that are secured shall be subject to a customary intercreditor agreement with terms to be mutually agreed by the
Administrative Agent, the Borrower and the lenders with respect to such Refinancing Notes, (ii)(A) all of the net cash proceeds of such Refinancing Term Loan Facility or Refinancing Notes are immediately applied to permanently repay in whole or in
part the Term Loan Facility being refinanced, (B) all of the net cash proceeds of such Refinancing Revolving Facility are immediately applied to repay in whole or in part the Revolving Facility being refinanced and the Revolving Commitments
being refinanced shall be permanently reduced by the amount of the commitments under the Refinancing Revolving Facility, and (C) such Refinancing Term Loan Facility, Refinancing Notes and Refinancing Revolving Facility are in an original
aggregate principal amount not greater than the aggregate principal amount of the Term Loan Facility or Revolving Facility (as applicable) being refinanced except by an amount equal to (x) accrued interest and premium plus (y) upfront fees
and OID plus (z) other fees and expenses or other amounts paid, in each case with respect to such Refinancing Term Loan Facility, Refinancing Notes or Refinancing Revolving Facility, as applicable, (iii) such Refinancing Term Loan Facility
or Refinancing Notes have a maturity equal to or later than, and a Weighted Average Life to Maturity equal to or greater than, the loans under the Term Loan Facility being refinanced and, with respect to any Refinancing Notes, shall not have
mandatory prepayment provisions (other than those related to customary asset sale, change of control or similar event offers and “applicable high yield discount obligation” (“AHYDO”) payments) that would result in
prepayment of such Refinancing Notes prior to the Term Loans being refinanced (it being understood that the Borrower shall be permitted to prepay or offer to purchase any first lien secured Refinancing Notes pursuant to the provisos in
Section 2.05(b)(i) and Section 2.05(b)(ii)(A)), (iv) such Refinancing Revolving Facility shall not mature (or require scheduled commitment reductions or amortization) prior to the Maturity Date of the


  
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Revolving Commitments being refinanced, (v) there shall be no borrowers or guarantors in respect of any Refinancing Term Loan Facility, Refinancing Notes or Refinancing Revolving Facility
that are not the Borrower or a Guarantor, (vi) if secured, such Refinancing Term Loan Facility, Refinancing Notes or Refinancing Revolving Facility shall not be secured by any assets that do not constitute Collateral for the Facilities,
(vii) with respect to any Refinancing Revolving Facility in respect of the Revolving Facility, all payment, borrowing, participation and commitment reduction shall be on a pro rata basis with (or more favorable to) the Revolving Facility
(provided that (x) subject to the provisions of Section 2.03 to the extent dealing with Letters of Credit under any Revolving Facility which mature or expire after a Maturity Date when there exist Commitments under a
Refinancing Revolving Facility with a longer Maturity Date, all such Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Commitments and any Refinancing Revolving Facility in accordance with their Pro Rata
Share of the Revolving Facility and such Refinancing Revolving Facility (on an aggregate basis across the Revolving Facility and Refinancing Revolving Facility) and (y) all borrowings under Revolving Commitments and any Refinancing Revolving
Facility and repayments thereunder shall be made on a pro rata basis (except for (A) payments of interest and fees at different rates on Commitments under a Refinancing Revolving Facility (and related outstandings) and (B) repayments
required upon the Maturity Date of the non-extending Revolving Commitments)), (viii) such Refinancing Term Loan Facility, Refinancing Notes or Refinancing Revolving Facility shall either (A) have covenants no more restrictive (taken as a
whole) than those under the Facilities as reasonably determined by the Borrower (except for covenants applicable only to the periods after the final Maturity Date of the Facilities at the time of the incurrence of such Refinancing Term Loan
Facility, Refinancing Notes or Refinancing Revolving Facility; it being understood that to the extent that any financial maintenance covenant is added for the benefit of the Facilities, no consent shall be required from the Administrative Agent or
any Lender and such Refinancing Term Loan Facility, Refinancing Notes or Refinancing Revolving Facility shall not be deemed to be more restrictive solely because of such financial maintenance covenant) or (B) be on then current market terms for
such type of Indebtedness (as reasonably determined in good faith by the Borrower) (except for terms applicable only to the periods after the final Maturity Date of the Facilities at the time of the incurrence of such Refinancing Term Loan Facility,
Refinancing Notes or Refinancing Revolving Facility), (ix) if the Loans or Commitments being refinanced are (A) contractually subordinated to the other Facilities in right of payment or security, such Refinancing Facility shall be
contractually subordinated to the other Facilities in right or payment or security, as applicable, and (B) unsecured, such Refinancing Facility shall be unsecured, (x) any Refinancing Term Loan Facility or Refinancing Notes that are
secured by the Collateral on a pari passu basis with the Term Loan Facility may share ratably in any prepayment in respect of the Term Loan Facility unless the Borrower and the lenders in respect of such Refinancing Term Loan Facility or
Refinancing Notes elect a lesser share of such prepayment and (xi) no Refinancing Facility or Refinancing Notes that are unsecured or secured on a junior priority basis to the Facilities shall have scheduled amortization. 

“Credit Date” means the date of a Credit Extension. 

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

  
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 “Credit Party” means (a) the Lenders and Affiliates thereof, (b) the Agents and their
respective Affiliates and branches, (c) the Arrangers and (d) the permitted successors and permitted assigns of each of the foregoing. 

“Cross-License Agreement” means an agreement to be entered into by and between Versum Materials US, LLC and Air Products, providing for,
among other things, the licensing of certain intellectual property, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with, or as not prohibited by, the terms hereof. 

“Debt Fund Affiliate” means an Affiliate of a Company Competitor that is a bona fide debt fund or an investment vehicle that is primarily
engaged in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of its business and with respect to which neither such Company Competitor nor any other Affiliate of
such Company Competitor (other than other Debt Fund Affiliates) makes investment decisions or has the power, directly or indirectly, to direct or cause the direction of such Debt Fund Affiliate’s investment decisions. 

“Debt Issuance” means the issuance by any Person and its Subsidiaries of any Indebtedness for borrowed money. 

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, general
assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights
of creditors generally. 
 “Declining Lender” has the meaning specified in Section 2.05(b)(vii). 

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the lapse of grace
period, or both, would be an Event of Default. 
 “Default Rate” means, with respect to overdue principal, an interest rate equal to
(a) the Applicable Rate applicable to the respective borrowing plus (b) 2.0% per annum and, with respect to any other overdue amount, the interest rate applicable to Base Rate Loans that are Revolving Loans plus
2.0% per annum (other than to Defaulting Lenders). 
 “Defaulting Lender” means, subject to Section 2.18(b), 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 determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not
been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit and Swingline
Loans) within two (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or any L/C Issuer in writing that it does not intend to comply with any of such Lender’s funding obligations hereunder,
or has made a public statement to that effect (unless such writing or public statement relates to such Lenders’ 

  
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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, other than via an Undisclosed Administration, (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 Federal or state 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 Capital Stock in such Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the
jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements
made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive absent manifest error, and such Lender shall be deemed to be a Defaulting
Lender (subject to Section 2.18(b)) upon delivery of written notice of such determination to the Borrower, each L/C Issuer and each Lender. 

“Designated Credit Line Provider” means any Person that is the lender, administrative agent or other representative with respect to a
Designated Credit Line so long as such Person was identified to the Administrative Agent by the Borrower in writing on or prior to the Closing Date or, in the case of any Designated Credit Lines entered into after the Closing Date, on or prior to
the date such Designated Credit Line is entered into; provided, that such provider delivers written notice that has been consented to in writing by the Borrower, in form reasonably satisfactory to the Administrative Agent, (i) describing
the Designated Credit Line and setting forth the amount of the Designated Credit Line to be secured by the Collateral and (ii) agreeing to be bound by Section 6.02 of the Security Agreement and Article 9 hereof, as provided
in Section 9.11. 
 “Designated Credit Lines” means lines of credit, letter of credit facilities and working capital credit
facilities of Foreign Subsidiaries provided by a Designated Credit Line Provider and designated by the Borrower in writing to the Administrative Agent; provided that, at the time of any such designation, the aggregate principal amount of such
Designated Credit Line together with all other then outstanding Designated Credit Lines, shall not exceed the greater of $50,000,000 and 5.5% of Total Assets. 

“Designated Non-Cash Consideration” means the fair market value (as determined in good faith by the Borrower) of non-cash consideration
received by the Borrower or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the


  
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Borrower, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent payment, redemption, retirement, sale or other
disposition of such Designated Non-Cash Consideration. A particular item of Designated Non-Cash Consideration will no longer be considered to be outstanding when and to the extent it has been paid, redeemed or otherwise retired or sold or otherwise
disposed of in compliance with Section 7.05. 
 “Designated Preferred Stock” means Preferred Capital Stock of the Borrower or a
Parent Entity (other than Disqualified Capital Stock) that is issued for cash (other than to the Borrower or a Subsidiary of the Borrower or an employee stock ownership plan or trust established by the Borrower or any such Subsidiary for the
benefit of their employees to the extent funded by the Borrower or such Subsidiary) and that is designated as “Designated Preferred Stock” pursuant to a certificate of a Responsible Officer of the Borrower at or prior to the issuance
thereof, the net cash proceeds of which are excluded from the calculation set forth in clause (c) of the definition of “Available Amount”. 

“Discount Prepayment Accepting Lender” has the meaning assigned to such term in Section 2.05(a)(iv)(B)(2). 

“Discount Range” has the meaning assigned to such term in Section 2.05(a)(iv)(C)(1). 

“Discount Range Prepayment Amount” has the meaning assigned to such term in Section 2.05(a)(iv)(C)(1). 

“Discount Range Prepayment Notice” means a written notice of a Borrower Solicitation of Discount Range Prepayment Offers made pursuant to
Section 2.05(a)(iv)(C) substantially in the form of Exhibit H. 
 “Discount Range Prepayment Offer” means the
irrevocable written offer by a Lender, substantially in the form of Exhibit I, submitted in response to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice. 

“Discount Range Prepayment Response Date” has the meaning assigned to such term in Section 2.05(a)(iv)(C)(1). 

“Discount Range Proration” has the meaning assigned to such term in Section 2.05(a)(iv)(C)(3). 

“Discounted Loan Prepayment” has the meaning assigned to such term in Section 2.05(a)(iv)(A). 

“Discounted Prepayment Determination Date” has the meaning assigned to such term in Section 2.05(a)(iv)(D)(3). 

“Discounted Prepayment Effective Date” means in the case of any Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of
Discount Range Prepayment Offer or Borrower Solicitation of Discounted Prepayment Offer, five (5) Business Days following the respective Specified Discount Prepayment Response Date, Discount Range Prepayment


  
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Response Date or Solicited Discounted Prepayment Response Date, as applicable, in accordance with Section 2.05(a)(iv)(B), Section 2.05(a)(iv)(C) or
Section 2.05(a)(iv)(D), respectively, unless a different period is agreed to between the Borrower and the Auction Agent acting in their reasonable discretion. 

“Disinterested Director” means, with respect to any Affiliate Transaction, a member of the Board of Directors of the Borrower having no
material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of the Board of Directors of the Borrower shall be deemed not to have such a financial interest by reason of such member’s holding Capital
Stock of the Borrower or any options, warrants or other rights in respect of such Capital Stock. 
 “Disposed EBITDA” means, with respect
to any Sold Entity or Business or any Converted Unrestricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary, as applicable, all as determined on a
consolidated basis for such Sold Entity or Business or Converted Unrestricted Subsidiary, as applicable. 
 “Disposition” or
“Dispose” means the sale, transfer, license, lease or other disposition of any property by any Person (including any sale and leaseback transaction), 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. 
 “Disqualified Capital Stock” means any
Capital Stock that, by its terms (or by the terms of any security or other Capital Stock into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition, (a) matures or is mandatorily redeemable
(other than solely for Qualified Capital Stock or solely at the direction of the issuer), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale or casualty or condemnation event so long as any
rights of the holders thereof upon the occurrence of a change of control or asset sale or casualty or condemnation event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the
termination of the Commitments and the termination of all outstanding Letters of Credit (unless the outstanding amount of the L/C Obligations related thereto has been Cash Collateralized), (b) is redeemable at the option of the holder thereof
(other than if the issuer has the option to settle for Qualified Capital Stock and cash in lieu of fractional shares), in whole or in part, (c) provides for the scheduled payments of dividends in cash or (d) is or becomes convertible into
or exchangeable for Indebtedness or any other Capital Stock that would constitute Disqualified Capital Stock, in each case, prior to the date that is ninety-one (91) days after the Maturity Date of the Term Loan Facility at the time such
capital stock is issued; provided, however, that if such Capital Stock is issued to any future, current or former employee, director, officer, manager or consultant (or their respective Controlled Investment Affiliates or Immediate
Family Members) of the Borrower, any of its Subsidiaries, any Parent Entity or any other entity in which the Borrower or a Restricted Subsidiary has an Investment and is designated in good faith as an “affiliate” by the Board of Directors
of the Borrower (or the compensation committee thereof) or any other plan for the benefit of current, former or future employees (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Borrower or its Subsidiaries
or by any such plan to such employees (or their respective Controlled Investment Affiliates or Immediate Family Members), such Capital Stock shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by the
Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations. 

  
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 “Disqualified Institution” means, unless otherwise consented to by the Borrower in writing,
(a) Company Competitors identified by the Borrower to the Administrative Agent by name in writing from time to time after the Closing Date (provided that any such Company Competitors identified to the Administrative Agent by name in
writing after the Closing Date shall not become Disqualified Institutions until three Business Days after the date of such notice) or (b) any affiliates of the foregoing that are readily identifiable according to their names, but excluding (in
the case of clause (b)) Debt Fund Affiliates. Notwithstanding anything in the Loan Documents to the contrary, the Administrative Agent shall not be responsible (or have any liability) for, or have any duty to ascertain, inquire into, monitor or
enforce compliance with the provisions thereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not (1) be obligated to ascertain, monitor or inquire as to whether any
Lender or participant or prospective Lender or participant is a Disqualified Institution or (2) have any liability with respect to or arising out of any assignment or participation of Loans or commitments, or disclosure of confidential
information, to any Disqualified Institution; provided that no updates shall be deemed to retroactively disqualify any parties that have previously acquired an assignment or participation interest in respect of the Commitments and Loans from
continuing to hold or vote such previously acquired assignments and participations on the terms set forth herein for Lenders that are not Disqualified Institutions. 

“Distribution Related Taxes” means any Tax, including without limitation, any income or withholding tax (taking into account any foreign tax
credit or benefit, in each case actually utilized or realized in connection with such repatriation), arising as a result of a repatriation or distribution of funds by a Restricted Subsidiary in connection with a Specified Asset Sale, Specified Debt
Issuance or Excess Cash Flow payment, as required pursuant to Section 2.05(b)(v) hereof. For the avoidance of doubt, a Tax may be a Distribution Related Tax without regard to whether it is imposed on the payor or the recipient of such
funds. 
 “Documentation Agents” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Bank, Ltd. and The Bank of
Tokyo-Mitsubishi UFJ, LTD., each in its capacity as a co-documentation agent under this Agreement. 
 “Dollar” and “$”
mean lawful money of the United States. 
 “Dollar Equivalent” means, with respect to an amount denominated in Dollars, such amount, and
with respect to an amount denominated in any Alternative Currency, the equivalent in Dollars of such amount determined at the Exchange Rate on the applicable Valuation Date. In making the determination of the Dollar Equivalent for purposes of
determining the aggregate available Revolving Commitments on any Credit Date, the Administrative Agent shall use the Exchange Rate in effect at the date on which any Borrower requests the Credit Extension for such Credit Date pursuant to the
provisions of this Agreement. 
 “Domestic Subsidiary” means any Subsidiary of the Borrower that is organized under the laws of the United
States of America, any State thereof, or the District of Columbia. 

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

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

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA
Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 
 “Eligible Assignee”
means, as of any date of determination, (a) a Lender as of such date; (b) an Affiliate of a Lender described in clause (a); (c) an Approved Fund with respect to a Lender described in clause (a); and (d) any other Person (other
than a natural person or any Affiliate of the Borrower) approved by (i) the Administrative Agent, (ii) in the case of any assignment of a Revolving Commitment, the Swingline Lender and the L/C Issuers and (iii) unless an Event of
Default has occurred and is continuing under Section 8.01(a), (e) and (f), the Borrower (each such approval not to be unreasonably withheld or delayed). 

“Employee Matters Agreement” means an agreement to be entered into by and between the Borrower and Air Products to allocate certain
liabilities and responsibilities relating to employment matters, employee compensation and benefits plans and programs, and other related matters, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with,
or as not prohibited by, the terms hereof. 
 “Environmental Claim” means any notice of violation, claim (including common law claims),
cause of action, suit, administrative, regulatory or judicial action or proceeding, investigation, written demand, lien, abatement order, or other order or directive (conditional or otherwise), by any Governmental Authority or any Person for any
liability, loss, damage (foreseeable and unforeseeable), personal injury (including sickness, disease or death), tangible or intangible property damage, contribution, cost recovery, indemnity, indirect or consequential damages, punitive damages,
fees, out-of-pocket costs, expenses, disbursements, attorneys’ or consultant fees, damage to the environment or natural resources, or for nuisance, pollution, contamination or other adverse effects on the environment, human health, or natural
resources, or for fines, penalties, restrictions or injunctive relief, resulting from, arising from, based upon or related to (i) the occurrence or existence of a Release or threat of a Release (whether sudden or non-sudden or accidental or
non-accidental) of, the exposure to or presence of any Contaminant in, into or onto the environment, (ii) the use, handling, generation, transportation, storage, treatment or disposal of any Contaminant, or (iii) the violation, or alleged
violation, of any Environmental Law or Environmental Permit. 
 “Environmental Laws” means any and all applicable foreign, federal, state
or local laws, statutes, ordinances, codes, rules or regulations or orders, decrees, judgments or directives issued by a Governmental Authority imposing liability, duties, obligations or standards of conduct for


  
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or relating to pollution, the protection of health or safety with respect to exposure to Contaminants, the protection of the environment or the use, treatment, storage, transportation, handling,
disposal or release of any hazardous material, substance or waste, including, but not limited to, the following United States statutes, as now written and hereafter amended: the Water Pollution Control Act, as codified in 33 U.S.C. §1251 et
seq., the Clean Air Act, as codified in 42 U.S.C. §7401 et seq., the Toxic Substances Control Act, as codified in 15 U.S.C. §2601 et seq., the Solid Waste Disposal Act, as codified in 42 U.S.C. §6901 et seq.,
the Comprehensive Environmental Response, Compensation and Liability Act, as codified in 42 U.S.C. §9601 et seq., the Emergency Planning and Community Right-to-Know Act of 1986, as codified in 42 U.S.C. §11001 et seq., and
the Safe Drinking Water Act, as codified in 42 U.S.C. §300f et seq., and any related regulations, as well as all state and local equivalents. 

“Environmental Liability” means any liability, loss, duty or obligation, 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 arising from, resulting from or based upon (a) violation, or alleged violation, of any Environmental
Law or Environmental Permit, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Contaminant, (c) exposure to any Contaminant, (d) the presence, release or threatened release of any Contaminant
into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 

“Environmental Lien” means a Lien in favor of any Governmental Authority for (i) any liability under Environmental Laws or Environmental
Permits, or (ii) damages relating to, or costs incurred by such Governmental Authority in response to, a Release or threatened Release of a Contaminant into the environment. 

“Environmental Permits” means any and all permits, licenses, certificates, authorizations or approvals of any Governmental Authority required
by Environmental Laws for the operation of the business of any Loan Party or any of their Restricted Subsidiaries. 
 “Equity Issuance”
means any issuance for cash by any Person and its Subsidiaries to any other Person of (a) its Capital Stock, (b) any of its Capital Stock pursuant to the exercise of options or warrants, (c) any of its Capital Stock pursuant to the
conversion of any debt securities to equity or (d) any options or warrants relating to its Capital Stock. A Disposition shall not be deemed to be an Equity Issuance. 

“ERISA” means the Employee Retirement Income Security Act of 1974 as amended from time to time and the regulations promulgated and rulings
issued thereunder. 
 “ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is
treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code. 

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Borrower or any ERISA Affiliate
from a Pension Plan subject to Section 4063 of ERISA 

  
 38 








 
during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under
Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Borrower or any ERISA Affiliate from a Multiemployer Plan or notification to the Borrower or any ERISA Affiliate that a Multiemployer Plan is, or is expected to be,
insolvent (within the meaning of Section 4245 of ERISA), or in critical or endangered status (within the meaning of Section 432 of the Code or Section 305 of ERISA); (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, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the imposition of any material liability under Title IV of ERISA, other than for PBGC premiums
not yet due or premiums due but not yet delinquent under Section 4007 of ERISA, upon any Borrower or any ERISA Affiliate; (g) the failure to satisfy the minimum funding standard under Section 412 or 430 of the Code or Section 302
of ERISA, whether or not waived with respect to any Pension Plan; (h) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any
Pension Plan.; or (i) notification that any Pension Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA). 

“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. 
 “Euro” or “€” means the single currency of the European Union as
constituted by the Treaty on European Union and as referred to in the legislative measures of the European Union for the introduction of, changeover to or operation of the Euro in one or more member states, being in part legislative measures to
implement the European and Monetary Union as contemplated in the Treaty on European Union. 
 “Eurocurrency Rate Borrowing” means a
Borrowing comprised of Eurocurrency Rate Loans. 
 “Eurocurrency Rate Loan” means any Loan bearing interest at a rate determined by
reference to the Adjusted Eurocurrency Rate in accordance with the provisions of Article 2. 
 “Event of Default” has the meaning
specified in Section 8.01. 
 “Excess Cash Flow” means, for any period, an amount equal to the excess of: 

(a) the sum, without duplication, of: 

(i) Consolidated Net Income for such period; 

(ii) an amount equal to the amount of all non-cash charges (including depreciation and amortization) to the extent deducted in
arriving at such Consolidated Net Income; 
 (iii) decreases in Consolidated Working Capital for such period (other than
(v) appreciation of the Dollar relative to other foreign currencies, (w) any 

  
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such decreases arising from acquisitions or dispositions by the Borrower and its Restricted Subsidiaries completed during such period or the application of purchase accounting, (x) any
reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent, (y) as a result of a liability or obligation that becomes probable or estimable or (z) the effect of fluctuations in the
amount of accrued or contingent obligations, assets or liabilities under Swap Contracts); 
 (iv) an amount equal to the
aggregate net non-cash loss on Dispositions by the Borrower and its Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income; and 

(v) cash receipts in respect of Swap Contracts during such period to the extent not otherwise included in Consolidated Net
Income; over 
 (b) the sum, without duplication, of: 

(i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges
to the extent included in arriving at such Consolidated Net Income; 
 (ii) without duplication of amounts deducted pursuant
to clause (xi) below in prior fiscal years, the amount of Capital Expenditures or Permitted Acquisitions made in cash during such period, except to the extent that such Capital Expenditures or Permitted Acquisitions were financed with
the proceeds of an incurrence or issuance of long-term Indebtedness (other than revolving loans) of the Borrower or its Restricted Subsidiaries; 

(iii) the aggregate amount of all principal payments of Indebtedness of the Borrower and its Restricted Subsidiaries (including
the principal component of Capital Lease Obligations, but excluding (X) Indebtedness created hereunder or under any other Loan Document (other than pursuant to Section 2.07(a)) and (Y) all prepayments in respect of any other
revolving credit facility, except, in the case of clause (Y), to the extent there is an equivalent permanent reduction in commitments thereunder) made during such period, except to the extent financed with the proceeds of an incurrence or
issuance of other long-term Indebtedness (other than revolving loans) of the Borrower or its Restricted Subsidiaries; 
 (iv)
an amount equal to the aggregate net non-cash gain on Dispositions by the Borrower and its Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such
Consolidated Net Income; 
 (v) increases in Consolidated Working Capital for such period (other than (v) appreciation
of the Dollar relative to other foreign currencies, (w) any such increases arising from acquisitions or dispositions by the Borrower and its Restricted Subsidiaries completed during such period or the application of


  
 40 








 
purchase accounting, (x) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent, (y) as a result of a liability or
obligation that becomes probable or estimable or (z) the effect of fluctuations in the amount of accrued or contingent obligations, assets or liabilities under Swap Contracts); 

(vi) cash payments by the Borrower and its Restricted Subsidiaries during such period in respect of long-term liabilities
(other than Indebtedness) of the Borrower and its Restricted Subsidiaries; 
 (vii) without duplication of amounts deducted
pursuant to clause (xi) below in prior periods, the amount of Investments and acquisitions made during such period pursuant to Section 7.02 (other than Section 7.02(a), (d) and (kk)(ii)) except
to the extent that such Investments and acquisitions were financed with the proceeds of an incurrence or issuance of long-term Indebtedness (other than revolving loans) of the Borrower or its Restricted Subsidiaries; 

(viii) the amount of Restricted Payments paid during such period pursuant to Section 7.06 (other than
Section 7.06(q) attributable to clause (a) of the definition of “Available Amount”) except to the extent that such Restricted Payments were financed with the proceeds of an incurrence or issuance of long-term Indebtedness
(other than revolving loans) of the Borrower or its Restricted Subsidiaries; 
 (ix) the aggregate amount of any premium,
make-whole or penalty payments actually paid in cash by the Borrower and its Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness except to the extent that such amounts were
financed with the proceeds of an incurrence or issuance of long-term Indebtedness (other than revolving loans) of the Borrower or its Restricted Subsidiaries; 

(x) the aggregate amount of expenditures actually made by the Borrower and its Restricted Subsidiaries in cash during such
period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period (or otherwise deducted in Consolidated Net Income during such period) and were not financed with the proceeds
of an incurrence or issuance of long-term Indebtedness (other than revolving loans) of the Borrower or its Restricted Subsidiaries; 

(xi) without duplication of amounts deducted from Excess Cash Flow in prior periods, (A) the aggregate consideration
required to be paid in cash by the Borrower or any of its Restricted Subsidiaries pursuant to binding contracts and (B) expenditures required to be paid in cash by Borrower or any of its Restricted Subsidiaries pursuant to Applicable Law during
the period of four consecutive fiscal quarters of the Borrower following the end of such period (the “Contract Consideration”) entered into prior to or during such period relating to Permitted Acquisitions, Capital Expenditures or
Investments (other than Investments in 

  
 41 








 
Subsidiaries) permitted to be made pursuant to Section 7.02 to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such
period; provided that to the extent the aggregate amount utilized to finance such Permitted Acquisitions, Capital Expenditures or Investments permitted to be made pursuant to Section 7.02 during such period of four consecutive
fiscal quarters is less than the Contract Consideration, the amount of such shortfall, shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters; 

(xii) the amount of cash taxes (including penalties and interest) paid or tax reserves set aside or payable (without
duplication) in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period; 

(xiii) cash payments made during such period for any liability the accrual of which in a prior period did not reduce
Consolidated Net Income (and so increased Excess Cash Flow in such prior period) (provided that there was no other deduction to Consolidated Net Income or Excess Cash Flow related to such payment), except to the extent financed with long-term
Indebtedness (other than revolving loans); 
 (xiv) cash expenditures in respect of Swap Contracts during such fiscal year to
the extent not deducted in arriving at such Consolidated Net Income; 
 (xv) to the extent added to Consolidated Net Income,
cash losses from discontinued operations; and 
 (xvi) without duplication of any other deduction, cash expenditures in
respect of pension and other post retirement obligations and environmental obligations in such period. 
 “Exchange Act” means the U.S.
Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder, as amended. 
 “Exchange
Rate” means the rate at which any currency (the “Original Currency”) may be exchanged into Dollars, Euros or another currency (the “Exchanged Currency”), as set forth on such date on the relevant Thomson
Reuters screen at or about 11:00 a.m. (New York time) on such date. In the event that such rate does not appear on the Thomson Reuters screen, the “Exchange Rate” with respect to such Original Currency into such Exchanged Currency
shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower or, in the absence of such agreement, such “Exchange Rate” shall
instead be the Administrative Agent’s quoted spot rate of exchange in the interbank market where its foreign currency exchange operations in respect of such Original Currency are then being conducted, at or about 11:00 a.m. (local time),
on such date for the purchase of the Exchanged Currency, with such Original Currency for delivery two Business Days later. 
 “Excluded
Assets” has the meaning specified in the Security Agreement. 

  
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 “Excluded Contribution” means net cash proceeds or property or assets received by the Borrower
as capital contributions to the equity (other than through the issuance of Disqualified Capital Stock or Designated Preferred Stock) of the Borrower after the Closing Date or from the issuance or sale (other than to a Restricted Subsidiary or an
employee stock ownership plan or trust established by the Borrower or any Subsidiary of the Borrower for the benefit of their employees to the extent funded by the Borrower or any Restricted Subsidiary) of Capital Stock (other than Disqualified
Capital Stock or Designated Preferred Stock) of the Borrower, in each case, to the extent designated as an Excluded Contribution pursuant to a certificate of a Responsible Officer of the Borrower. 

“Excluded Information” means information (including material non-public information) regarding the Loans of the applicable Class or the Loan
Parties hereunder that is not known to a Lender participating in a Discounted Voluntary Prepayment or in an assignment to the Borrower, that may be material to a decision by such Lender to participate in such Discounted Voluntary Prepayment or such
assignment to the Borrower, as applicable. 
 “Excluded Subsidiary” means any (i) CFC, (ii) Unrestricted Subsidiary,
(iii) Immaterial Subsidiary, (iv) Captive Insurance Subsidiary, (v) Non-Profit Subsidiary, (vi) Joint Venture, (vii) subsidiary which is a special purpose entity, (viii) Restricted Subsidiary that is prohibited by
Applicable Law, rule or regulation or, to the extent that such obligation would prevent the granting of a guarantee of the Obligations, by any Contractual Obligation existing on the Closing Date or existing at the time of acquisition thereof, from
guaranteeing the Obligations (to the extent such Contractual Obligation was not created in contemplation of such acquisition) or which would require governmental (including regulatory) consent, approval, license or authorization to provide such a
guarantee (unless such consent, approval, license or authorization has been received); (ix) Restricted Subsidiary acquired pursuant to a Permitted Acquisition or Investment permitted by Section 7.02 that is an obligor under any
secured Indebtedness permitted to be assumed pursuant to Section 7.03(e) (and not incurred in contemplation of such Permitted Acquisition or Investment) and any Restricted Subsidiary thereof that guarantees such Indebtedness, in each
case to the extent such secured Indebtedness prohibits such Restricted Subsidiary from becoming a Guarantor; (x) Restricted Subsidiary for which the provision of a guarantee of the Obligations would result in adverse tax consequence to the
Borrower or one of its Subsidiaries (as reasonably determined by the Borrower in consultation with the Administrative Agent) and (xi) Restricted Subsidiary where the burden or cost of providing a guarantee of the Obligations outweighs the
benefit to the Lenders, as determined in the reasonable discretion of the Administrative Agent and the Borrower. 
 “Excluded Swap
Obligation” means, with respect to any Guarantor, any Hedging Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Hedging
Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of
such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder (determined after giving effect to any “keepwell,” support or
other agreement for the benefit of such Guarantor) at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Hedging Obligation. If a Hedging Obligation arises


  
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under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Hedging Obligation that is attributable to swaps for which such Guarantee or security
interest is or becomes illegal. 
 “Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required
to be withheld or deducted from a payment to a Recipient: (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (x) imposed as a result of such Recipient being
organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) that are Other Connection
Taxes, (ii) 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
(a) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 3.06) or (b) such Lender changes its lending office, except in each case to the extent
that, pursuant to Section 3.01, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending
office, (iii) Taxes attributable to such Recipient’s failure to comply with Section 3.01(d) and (iv) any U.S. federal withholding Taxes imposed under FATCA. 

“Expiring Credit Commitment” means a tranche of Revolving Commitments, Additional Revolving Commitments, Additional Revolving Facility
Commitments or Extended Revolving Commitments for which the Maturity Date shall have occurred at a time when another tranche or tranches of Revolving Commitments, Additional Revolving Commitments, Additional Revolving Facility Commitments or
Extended Revolving Commitments is or are in effect with a longer Maturity Date (each other tranche remaining in effect, a “Non-Expiring Credit Commitment”). 

“Extended Loans” means the Extended Term Loans and/or the Extended Revolving Loans, as the context may require. 

“Extended Revolving Borrowing” means a borrowing consisting of simultaneous Extended Revolving Loans of the same Type and, in the case of
Eurocurrency Rate Loans, having the same Interest Period made by the Extended Revolving Lenders. 
 “Extended Revolving Commitments” has
the meaning specified in Section 2.16(a). 
 “Extended Revolving Lender” has the meaning specified in
Section 2.16(a). 
 “Extended Revolving Loans” has the meaning specified in Section 2.16(a). 

“Extended Term Borrowing” means a borrowing consisting of simultaneous Extended Term Loans of the same Type (if applicable) and, in the case
of Eurocurrency Rate Loans, having the same Interest Period made by each of the Extended Term Lenders pursuant to Section 2.16(a). 

“Extended Term Lender” has the meaning specified in Section 2.16(a). 

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

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

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

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

“Extension Offer” has the meaning specified in Section 2.16(a). 

“Facility” means the Term Loan Facility, the Revolving Facility, or each Additional Term Facility or Additional Revolving Facility, as the
context may require. 
 “FATCA” means (a) Sections 1471 through 1474 of the Code as of the date of this Agreement (and any amended,
successor or future version thereof that is substantively comparable and not materially more onerous to comply with), any current or future Treasury regulations promulgated or Revenue Ruling, Revenue Procedure, Notice or other administrative
guidance issued thereunder, (b) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, in each case, that relates to an intergovernmental agreement between the U.S. and any other jurisdiction and facilitates
the implementation of the preceding clause (a), or (c) any agreement entered into pursuant to Section 1471(b)(1) of the Code. 

“Federal Funds Effective 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 on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, (a) if such day is not a Business Day, the Federal
Funds Effective Rate for such day shall be such rate on such transactions on the immediately 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 Effective Rate for such day shall be the average rate charged to Administrative Agent on such day on such transactions as determined by Administrative Agent. If the Federal Funds Effective Rate is less than zero, it shall be
deemed to be zero hereunder. 
 “Fee Letter” means the Agent Fee Letter executed by the parties thereto, dated as of September 9,
2016. 
 “First Lien Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt (other than any
portion of Consolidated Total Debt that is unsecured or is secured solely by a Lien that is junior to the Liens securing the Obligations) as of the last day of such Test Period (net of Cash on Hand) to (b) Consolidated EBITDA of the Borrower
for such Test Period. 
 “Fixed Charge Coverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated EBITDA of
the Borrower for such Test Period to (b) Fixed Charges of the Borrower for such Test Period. 

  
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 “Fixed Charges” means, with respect to any Person for any period, the sum of: 

(1) Consolidated Interest Expense of such Person for such period; 

(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Capital Stock of
any Restricted Subsidiary of such Person during such period; and 
 (3) all cash dividends or other distributions paid (excluding items
eliminated in consolidation) on any series of Disqualified Capital Stock during such period. 
 “Flood Certificate” means a “Standard
Flood Hazard Determination Form” of the Federal Emergency Management Agency and any successor Governmental Authority performing a similar function. 

“Flood Program” means the National Flood Insurance Program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968,
the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004, in each case as amended from time to time, and any successor statutes. 

“Flood Zone” means areas having special flood hazards as described in the National Flood Insurance Act of 1968, as amended from time to time,
and any successor statute. 
 “FLSA” means the federal Fair Labor Standards Act, as the same may from time to time be amended or
supplemented, including any rules or regulations issued in connection therewith. 
 “Foreign Plan Event” means (a) a foreign
governmental authority has instituted proceedings to terminate a Foreign Pension Plan, (b) a foreign governmental authority has appointed a trustee to administer any Foreign Pension Plan in place of the existing administrator, in each case by
reason of a distress termination within the meaning of Section 4041(c) of ERISA, treating such Foreign Pension Plan as if it were subject to ERISA; or (c) any Foreign Pension Plan that is required by applicable law to be funded in a trust
or other funding vehicle has failed to comply with such funding requirements. 
 “Foreign Pension Plan” means any plan, fund (including,
without limitation, any super-annuation fund) or other similar program established or maintained outside of the United States of America by the Borrower or one or more of its Subsidiaries or its Affiliates primarily for the benefit of employees of
the Borrower or such Subsidiaries or its Affiliates residing outside the United States of America, which plan, fund, or similar program provides or results in, retirement income, a deferral of income in contemplation of retirement or payments to be
made upon termination of employment, and which is not subject to ERISA or the Code. 
 “Foreign Subsidiary” means any Subsidiary that is
not a Domestic Subsidiary. 
 “Foreign Subsidiary Holding Company” means a Domestic Subsidiary all of the assets of which (except for an
immaterial amount) consist of the equity and, if any, debt of one or more CFCs. 
 “Fronting Exposure” means, at any time there is a
Defaulting Lender, (i) with respect to any L/C Issuer, such Defaulting Lender’s Revolving Percentage of outstanding L/C Obligations with 

  
 46 








 
respect to Letters of Credit issued by such L/C Issuer other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving
Lenders or Cash Collateralized in accordance with the terms hereof and (ii) with respect to the Swingline Lender, such Defaulting Lender’s Revolving Percentage of Swingline Loans other than Swingline 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 engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course. 

“GAAP” means generally accepted accounting principles in the United States, as in effect from time to time; provided that if the
Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such
provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the
application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in
accordance herewith; provided further, that the treatment of, and all computations with respect to, leases contained in this Agreement may, in the sole discretion of the Borrower, be treated, and performed, in accordance with GAAP as in
effect on the Closing Date. 
 “General Incremental Availability” has the meaning specified in Section 2.14(a)(i). 

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority,
instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any
supra-national bodies such as the European Union or the European Central Bank). 
 “Granting Lender” has the meaning specified in
Section 10.07(g). 
 “Guarantee” means, as to any Person, without duplication, 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 a 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 

  
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thereof or to protect such obligee against loss in respect thereof (in whole or in part), and provided further that the term “Guarantee” shall not include endorsements for
collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity or product warranty obligations, including, but not limited to, those in effect on the Closing Date or entered into in connection with
any acquisition or Disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related
Primary Obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term
“Guarantee” as a verb has a corresponding meaning. 
 “Guarantee Agreement” means the Guarantee Agreement made by the
Borrower and the Guarantors in favor of the Administrative Agent for its own benefit and the benefit of the other Secured Parties, substantially in the form of Exhibit E, together with each other guarantee agreement and guarantee agreement
supplement of any Subsidiary in respect of the Obligations of the Borrower delivered pursuant to Section 6.12. 
 “Guarantors”
means, collectively, (a) the Subsidiaries listed as such on Schedule I that, as of the Closing Date, have Guaranteed the Obligations of the Borrower (in its capacity as the Borrower under the Loan Documents) pursuant to the Guarantee
Agreement, (b) the Borrower (with respect to Obligations other than the direct Obligations of the Borrower) and (c) each other Restricted Subsidiary that is a Subsidiary of the Borrower that has become a Guarantor pursuant to
Section 6.12, provided that, except as set forth in the following sentence, in no event shall any Excluded Subsidiary be a Guarantor under this Agreement. For avoidance of doubt, the Borrower in its sole discretion may cause any
Restricted Subsidiary that is not otherwise required to become a Guarantor to Guarantee the Obligations by causing such Restricted Subsidiary to execute the Guarantee Agreement and Collateral Documents required by Section 6.12. 

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any Swap Contract. 

“Historical Financial Statements” means (i) the audited combined balance sheet of the Electronic Materials business of Air Products for
the fiscal years ended at September 30, 2014 and September 30, 2015, and the related, as applicable, audited combined statements of earnings and cash flows of the Electronic Materials business of Air Products and (ii) the unaudited
combined balance sheet of the Electronic Materials business of Air Products as at June 30, 2016, and the related, as applicable, combined statements of earnings and cash flows of the Electronic Materials business of Air Products, in each case,
prepared in accordance with GAAP (except as otherwise disclosed). 
 “Identified Participating Lenders” has the meaning specified in
Section 2.05(a)(iv)(C)(3). 
 “Identified Qualifying Lender” has the meaning specified in
Section 2.05(a)(iv)(D)(3). 
 “Immaterial Subsidiary” means, at any date of determination, each Restricted Subsidiary of the
Borrower that (i) has not guaranteed any other Indebtedness of the Borrower and (ii) has total 

  
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assets of less than 5.0% of Total Assets and revenues of less than 5.0% of the total revenues of the Borrower and its Restricted Subsidiaries on a Consolidated basis and, together with all other
Immaterial Subsidiaries (as determined in accordance with GAAP), has total assets of less than 10.0% of Total Assets and revenues of less than 10.0% of the total revenues of the Borrower and its Restricted Subsidiaries on a Consolidated basis, in
each case, measured at the end of the most recent fiscal period for which internal financial statements are available (provided that prior to the first such availability of financial statements, such determination shall be made based on the Pro
Forma Balance Sheet), with revenues calculated on a pro forma basis giving effect to any acquisitions or dispositions of companies, division or lines of business since such Pro Forma Balance Sheet date or the start of such four quarter period, as
applicable, and on or prior to the date of acquisition of such Subsidiary. 
 “Immediate Family Members” means, with respect to any
individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law
(including adoptive relationships) and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the
foregoing individuals or any donor-advised fund of which any such individual is the donor. 
 “Increased Amount” has the meaning specified
in Section 7.01. 
 “Incremental Equivalent Debt” has the meaning specified in Section 7.03(y). 

“Incur” means issue, create, assume, enter into any Guarantee of, incur, extend or otherwise become liable for; provided,
however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) will be deemed to be Incurred by such Restricted
Subsidiary at the time it becomes a Restricted Subsidiary and the terms “Incurred” and “Incurrence” have meanings correlative to the foregoing and any Indebtedness pursuant to any revolving credit or similar facility shall only
be “Incurred” at the time any funds are borrowed thereunder. 
 “Indebtedness” means, with respect to any Person on any date of
determination (without duplication): 
 (i) the principal of Indebtedness of such Person for borrowed money; 

(ii) the principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; 

(iii) all reimbursement obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments
which support financial obligations which would otherwise become Indebtedness (the amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such letters of credit or other instruments plus the
aggregate amount of drawings thereunder that have not been reimbursed) (except to the extent such reimbursement obligations relate to trade payables and such obligations are satisfied within 30 days of Incurrence); 

  
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 (iv) the principal component of all obligations of such Person to pay the deferred and unpaid
purchase price of property (except trade payables or similar obligations to trade creditors), which purchase price is due more than one year after the date of placing such property in service or taking final delivery and title thereto; 

(v) Capital Lease Obligations of such Person; 

(vi) the principal component of all obligations, or liquidation preference, of such Person with respect to any Disqualified Capital Stock or,
with respect to any Restricted Subsidiary, any Preferred Capital Stock (but excluding, in each case, any accrued dividends); 
 (vii) the
principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of such Indebtedness will be the
lesser of (a) the fair market value of such asset at such date of determination (as determined in good faith by the Borrower) and (b) the amount of such Indebtedness of such other Persons; 

(viii) Guarantees by such Person of the principal component of Indebtedness of the type referred to in clauses (i), (ii), (iii), (iv),
(v) and (ix) of other Persons to the extent Guaranteed by such Person; and 
 (ix) to the extent not otherwise included in this
definition, net obligations of such Person under Hedging Obligations (the amount of any such obligations to be equal at any time to the net payments under such agreement or arrangement giving rise to such obligation that would be payable by such
Person at the termination of such agreement or arrangement); 
 with respect to clauses (i), (ii), (iv) and (v) above, if and to the extent that
any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; provided, that
Indebtedness of any Parent Entity appearing upon the balance sheet of the Borrower solely by reason of push-down accounting under GAAP shall be excluded. 

The term “Indebtedness” shall not include any lease, concession or license of property (or Guarantee thereof) which would be considered an operating
lease under GAAP as in effect on the Closing Date, any prepayments of deposits received from clients or customers in the ordinary course of business or consistent with past practice, or obligations under any license, permit or other approval (or
Guarantees given in respect of such obligations) Incurred prior to the Closing Date or in the ordinary course of business or consistent with past practice. 

The amount of Indebtedness of any Person at any time in the case of a revolving credit or similar facility shall be the total amount of funds borrowed and
then outstanding. The amount of any Indebtedness outstanding as of any date shall be (a) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (b) the principal amount of Indebtedness, or
liquidation preference thereof, in the case of any other Indebtedness. Indebtedness shall be calculated without giving effect to the effects of Topic No. 815 and related interpretations to the extent such effects would otherwise increase or
decrease an amount of Indebtedness for any purpose hereunder as a result of accounting for any embedded derivatives created by the terms of such Indebtedness. 

  
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 Notwithstanding the above provisions, in no event shall the following constitute Indebtedness: 

 

	 	(i)	Contingent Obligations Incurred in the ordinary course of business or consistent with past practice, other than Guarantees or other assumptions of Indebtedness; 


 

	 	(ii)	Cash Management Services; 

  

	 	(iii)	any lease, concession or license of property (or Guarantee thereof) which would be considered an operating lease under GAAP as in effect on the Closing Date or any prepayments of deposits received from clients or
customers in the ordinary course of business or consistent with past practice; 

  

	 	(iv)	obligations under any license, permit or other approval (or Guarantees given in respect of such obligations) incurred prior to the Closing Date or in the ordinary course of business or consistent with past practice;


  

	 	(v)	in connection with the purchase by the Borrower or any Restricted Subsidiary of any business, any post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a
final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such
payment thereafter becomes fixed and determined, the amount is paid in a timely manner; 

  

	 	(vi)	for the avoidance of doubt, any obligations in respect of workers’ compensation claims, early retirement or termination obligations, pension fund obligations or contributions or similar claims, obligations or
contributions or social security or wage Taxes, or surety bonds, performance bonds or similar obligations; 

  

	 	(vii)	Indebtedness of any Parent Entity appearing on the balance sheet of the Borrower solely by reason of push down accounting under GAAP; 


 

	 	(viii)	obligations under or in respect of Receivables Facilities; 

  

	 	(ix)	Capital Stock (other than Disqualified Capital Stock); or 

  

	 	(x)	amounts owed to dissenting stockholders in connection with, or as a result of, their exercise of appraisal rights and the settlement of any claims or action (whether actual, contingent, or potential) with respect
thereto (including any accrued interest). 

 “Indemnified Liabilities” has the meaning set forth in
Section 10.05. 
 “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 (a), Other Taxes. 

“Indemnitees” has the meaning set forth in Section 10.05. 

  
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 “Information” has the meaning specified in Section 10.08. 

“Information Memorandum” means the Confidential Information Memorandum related to the Facilities and dated as of September 9, 2016. 

“Informational Website” has the meaning specified in Section 6.02(c). 

“Initial Agreement” has the meaning specified in Section 7.09(p). 

“Initial Term Loans” means the Term Loans made on the Closing Date. 

“Intellectual Property Security Agreement” means, collectively, the Copyright Security Agreement, the Trademark Security Agreement and the
Patent Security Agreement (each as defined in the Security Agreement), referred to in and substantially in the forms attached to the Security Agreement executed and delivered pursuant to Section 6.12 or the applicable Security Agreement.

 “Interest Payment Date” means (i) with respect to any Eurocurrency Rate Loan, the last day of each Interest Period applicable to
such Loan (provided, in the case of each Interest Period of longer than three months “Interest Payment Date” shall also include each date that is three months, or an integral multiple thereof, after the commencement of such Interest
Period) and the Maturity Date of the Facility under which such Loan was made and (ii) with respect to any Base Rate Loan, the last Business Day of each March, June, September and December of each year and the Maturity Date of the Facility under
which such Loan was made. 
 “Interest Period” means, with respect to any Eurocurrency Rate Loan, the period commencing on the date of such
Borrowing and ending on (i) the numerically corresponding day in the calendar month that is one (1), two (2), three (3) or six (6) months thereafter or (ii) if agreed to by all of the relevant Lenders, twelve (12) months
thereafter, as selected by Borrower in the applicable Committed Loan Notice; provided, however, that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the immediately preceding Business Day, (b) any Interest Period that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month during which such Interest Period ends) shall, subject to clause (c) of this definition, end on the last Business Day
of the calendar month of such Interest Period, and (c) no Interest Period in respect of any Borrowing of any given tranche shall extend beyond the respective Maturity Date therefor. For purposes hereof, the date of a Borrowing initially shall
be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. 

“Interest Rate Determination Date” means, with respect to any Interest Period, the date that is two Business Days prior to the first day of
such Interest Period. 
 “Investment” means, with respect to any Person, all investments by such Person in other Persons (including
Affiliates) in the form of advances, loans or other extensions of credit (other than advances or extensions of credit to customers, suppliers, directors, officers or employees of 

  
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any Person in the ordinary course of business or consistent with past practice, and excluding any debt or extension of credit represented by a bank deposit other than a time deposit) or capital
contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or the Incurrence of a Guarantee of any obligation of, or any purchase or acquisition of Capital
Stock, Indebtedness or other similar instruments issued by, such other Persons, the purchase or other acquisition (in one transaction or a series of related transactions) of all or substantially all of the property and assets or business of another
Person or assets constituting a business unit, line of business or division of such Person, and all other items that are or would be classified as investments on a balance sheet prepared on the basis of GAAP; provided, however, that
endorsements of negotiable instruments and documents in the ordinary course of business or consistent with past practice will not be deemed to be an Investment. If the Borrower or any Restricted Subsidiary issues, sells or otherwise disposes of any
Capital Stock of a Person that is a Restricted Subsidiary such that, after giving effect thereto, such Person is no longer a Restricted Subsidiary, any Investment by the Borrower or any Restricted Subsidiary in such Person remaining after giving
effect thereto will be deemed to be a new Investment at such time. 
 For purposes of Section 7.02 and the designation of Restricted
Subsidiaries and Unrestricted Subsidiaries pursuant to Section 6.12: 
  

	 	(1)	“Investment” will include the portion (proportionate to the Borrower’s equity interest in a Restricted Subsidiary to be designated as an Unrestricted Subsidiary) of the fair market value of the net assets
of such Restricted Subsidiary at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Borrower will be deemed
to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Subsidiary at the time of such redesignation less (b) the
portion (proportionate to the Borrower’s equity interest in such Subsidiary) of the fair market value of the net assets (as determined by the Borrower) of such Subsidiary at the time that such Subsidiary is so re-designated a Restricted
Subsidiary; and 

  

	 	(2)	any property transferred to or from an Unrestricted Subsidiary will be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Borrower. 


“Investment Grade Securities” means:  
  

	 	(1)	securities issued or directly and fully Guaranteed or insured by the United States or Canadian government or any agency or instrumentality thereof (other than Cash Equivalents); 


 

	 	(2)	securities issued or directly and fully guaranteed or insured by a member of the European Union, or any agency or instrumentality thereof (other than Cash Equivalents); 


  
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	 	(3)	debt securities or debt instruments with a rating of “A-” or higher from S&P or “A3” or higher by Moody’s or the equivalent of such rating by such rating organization or, if no rating of
Moody’s or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, but excluding any debt securities or instruments constituting loans or advances among the Borrower and its
Subsidiaries; and 

  

	 	(4)	investments in any fund that invests exclusively in investments of the type described in clauses (1), (2) and (3) above which fund may also hold cash and Cash Equivalents pending investment or distribution.


 “IP Rights” has the meaning set forth in Section 5.17. 

“IRS” means the United States Internal Revenue Service. 

“Japanese Yen” means the lawful money of Japan. 

“Joinder Agreement” means an agreement substantially in the form of Exhibit Q, with such changes as are necessary to specify, in
compliance with Section 2.14, the terms of any Additional Term Commitments, Additional Revolving Facility Commitments or Additional Revolving Commitments and extensions of credit thereunder. 

“Joint Venture” means (a) any Person which would constitute an “equity method investee” of the Borrower or any of its
Restricted Subsidiaries and (b) any Person in whom the Borrower or any of its Restricted Subsidiaries beneficially owns any Capital Stock that is not a Subsidiary. 

“Judgment Currency” has the meaning specified in Section 1.08(h). 

“Junior Financing” has the meaning specified in the definition of “Restricted Payment.” 

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

“Jurisdictional Requirements” means that the Borrower remains organized under the laws of the United States, any state thereof or the
District of Columbia. 
 “L/C Advance” means, as to any Revolving Lender, such Lender’s funding of its participation in any L/C
Borrowing in accordance with its Revolving Percentage. 
 “L/C Application” means an application and agreement for the issuance or
amendment of a Letter of Credit in the form from time to time in use by the applicable L/C Issuer and acceptable to the Administrative Agent, the applicable L/C Issuer and the Borrower. 

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit that has not been reimbursed by the Borrower
on the date when made or refinanced as a Revolving Borrowing. 
 “L/C Commitment” means, as to any L/C Issuer, its commitment to issue
Letters of Credit, and to amend, renew or extend Letters of Credit previously issued by it, pursuant to Section 2.03, in 

  
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an aggregate face amount at any time outstanding not to exceed (a) in the case of any L/C Issuer party hereto as of the Closing Date, the amount set forth opposite such L/C Issuer’s
name on Schedule 2.01 under the heading “L/C Commitments” and (b) in the case of any Revolving Lender that becomes an L/C Issuer hereunder thereafter, that amount which shall be set forth in the written agreement by which
such Lender shall become an L/C Issuer, in each case as the maximum outstanding face amount of Letters of Credit to be issued by such L/C Issuer, as such commitment may be changed from time to time pursuant to the terms hereof or with the agreement
in writing of such Lender, the Borrower and the Administrative Agent. The aggregate L/C Commitments of all the L/C Issuers shall be less than or equal to the L/C Sublimit at all times. 

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or the extension of the expiry date thereof, or the
renewal or increase of the principal amount thereof. 
 “L/C Documents” means, as to any Letter of Credit, each L/C Application and any
other document, agreement and instrument entered into by the applicable L/C Issuer and the Borrower (or any Subsidiary) or in favor of such L/C Issuer and relating to such Letter of Credit. 

“L/C Expiration Date” means the day that is five Business Days prior to the scheduled Maturity Date then in effect with respect to the
applicable Revolving Facility (or, if such day is not a Business Day, the immediately preceding Business Day), unless the Borrower shall have made arrangements reasonably satisfactory to the applicable L/C Issuer with respect to Cash Collateralizing
the L/C Obligations with respect to any Letters of Credit proposed to have an expiry date later than such date in an amount not less than the Minimum Collateral Amount for such Letters of Credit. 

“L/C Fees” has the meaning assigned to such term in Section 2.09(b)(i). 

“L/C Issuer” means each of Citibank, N.A. and Deutsche Bank AG New York Branch, in each case in its capacity as issuer of Letters of Credit
hereunder and each other Revolving Lender reasonably acceptable to each of the Administrative Agent and the Borrower that has, if reasonably requested by the Administrative Agent and agreed to by such Revolving Lender, entered into documentation
reasonably satisfactory to the Administrative Agent and the Borrower in connection therewith, in each case, in its capacity as an issuer of Letters of Credit hereunder, together with their respective permitted successors and assigns in such
capacity. Each L/C Issuer may, with the prior written consent of the Borrower, in its reasonable discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such L/C Issuer, in which case the L/C Issuer shall include any such
Affiliate with respect to Letters of Credit issued by such Affiliate. In the event that there is more than one L/C Issuer at any time, references herein and in the other Loan Documents to the L/C Issuer shall be deemed to refer to the L/C Issuer in
respect of the applicable Letter of Credit or to all L/C Issuers, as the context requires. 
 “L/C Obligations” means, as at any date of
determination, the aggregate undrawn face amount of all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts with respect to Letters of Credit, including, without duplication, 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 1.10. For all purposes of this 

  
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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. 
 “L/C Sublimit” means an
aggregate amount equal to $50,000,000. The L/C Sublimit is part of, and not in addition to, the Revolving Facility. 
 “Laws” means,
collectively, all applicable international, foreign, federal, state, commonwealth and local statutes, treaties, rules, guidelines, regulations, ordinances, codes, common laws and administrative or judicial precedents or authorities, including the
interpretation 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. 
 “LCA Election” has the meaning set forth in
Section 1.13. 
 “LCA Test Date” has the meaning set forth in Section 1.13. 

“Lender” means, at any time, any lender that has a Commitment or holds a Loan at such time and, as the context requires, includes each L/C
Issuer and the Swingline Lender. 
 “Letter of Credit” means any letter of credit issued by an L/C Issuer hereunder for the account of the
Borrower or any of its Subsidiaries. 
 “Lien” means any mortgage, pledge, hypothecation, collateral assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right
of way or other encumbrance on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing). 

“Limited Condition Financing” means any incurrence of Indebtedness related to, and identified at the time of, any Limited Condition
Transaction. 
 “Limited Condition Transaction” means any Permitted Acquisition or any other Investment permitted under
Section 7.02 by one or more of Borrower or any of the Restricted Subsidiaries whose consummation is not conditioned on the availability of, or on obtaining, third party financing. 

“Loan” means an extension of credit by a Lender to the Borrower under Article 2 which, for the avoidance of doubt, includes Swingline
Loans. 
 “Loan Documents” means, collectively, (a) this Agreement, (b) the Notes, (c) the Guarantee Agreement, (d) the
Collateral Documents and (e) each Letter of Credit. 
 “Loan Parties” means, collectively, the Borrower and each Guarantor. 

  
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 “London Banking Day” means any day on which dealings in Dollar deposits are conducted by and
between banks in the London interbank eurocurrency market. 
 “Management Advances” means loans or advances made to, or Guarantees with
respect to loans or advances made to, directors, officers, employees or consultants of any Parent Entity, the Borrower or any Restricted Subsidiary: 
 (1)
(a) in respect of travel, entertainment or moving related expenses Incurred in the ordinary course of business or consistent with past practice or (b) for purposes of funding any such person’s purchase of Capital Stock (or similar
obligations) of the Borrower, its Subsidiaries or any Parent Entity with (in the case of this sub-clause (b)) the approval of the Board of Directors; 
 (2)
in respect of moving related expenses Incurred in connection with any closing or consolidation of any facility or office; or 
 (3) not exceeding
$10,000,000 in the aggregate outstanding at any time. 
 “Material Adverse Effect” means a materially adverse effect on (a) the
business, assets, results of operations, properties or financial condition of the Borrower and its Restricted Subsidiaries taken as a whole, (b) the ability of the Borrower and the other Loan Parties, taken as a whole, to perform their payment
obligations under the applicable Loan Documents or (c) the rights and remedies of the Administrative Agent and the Lenders under the Loan Documents. 

“Material Indebtedness” means Indebtedness (other than the Obligations under the Loan Documents) of the Loan Parties, individually or in the
aggregate, having an aggregate principal amount exceeding $100,000,000. 
 “Material Real Property” means (a) as of the Closing Date,
the fee owned real property set forth on Schedule 5.11(b) and (b) fee owned real property owned by any Loan Party and acquired after the Closing Date with a fair market value in excess of $20,000,000; provided that, “Material
Real Property” shall be limited to fee owned real property located in the United States. 
 “Material Subsidiary” means any Restricted
Subsidiary of the Borrower other than an Immaterial Subsidiary. 
 “Maturity Date” means (a) with respect to the Revolving Facility,
the date that is five years following the Closing Date, (b) with respect to the Term Loan Facility, the date that is seven years following the Closing Date, (c) with respect to any Additional Term Loans, the maturity date for such Series
of Additional Term Loans specified in the applicable Joinder Agreement, (d) with respect to any Additional Revolving Loans in respect of an Additional Revolving Facility, the maturity date for such Series of Additional Revolving Loans specified
in the applicable Joinder Agreement and (e) with respect to any Replacement Term Loans, the maturity date for such Series of Replacement Term Loans determined in accordance with Section 10.01; provided, however, that
if such date is not a Business Day, the Maturity Date shall be the immediately preceding Business Day; provided, further, that any Maturity Date may be extended as provided by Section 2.16. 

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

  
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 “Minimum Collateral Amount” means, at any time, (a) as to Cash Collateral consisting of
cash or deposit account balances, an amount equal to 100% of the Fronting Exposure of all L/C Issuers with respect to Letters of Credit issued and outstanding at such time and the Fronting Exposure of the Swingline Lender with respect to Swingline
Loans outstanding at such time, as applicable, and (b) otherwise, an amount determined by the Administrative Agent and the L/C Issuers in their sole discretion. 

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

“Moody’s” means Moody’s Investors Service, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical
Rating Organization. 
 “Mortgage” means any deed of trust, trust deed, mortgages or other comparable instrument covering the Material Real
Property required to be mortgaged pursuant to this Agreement in form and substance reasonably acceptable to the Administrative Agent and the Borrower and executed and delivered pursuant to Section 6.12. 

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which contributions are or have, within the
preceding six years, been made, or are or were, within the preceding six years, required to be made, by the Borrower or any of its ERISA Affiliates. 

“Nationally Recognized Statistical Rating Organization” means a nationally recognized statistical rating organization within the meaning of
Rule 436 under the Securities Act. 
 “Net Cash Proceeds” means: 

 

	(a)	 with respect to the Disposition of any asset by the Borrower or any of its Restricted Subsidiaries or any
Casualty Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by
monetization of, a note receivable or otherwise, but only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event actually received by or paid to or for the
account of the Borrower or any of its Restricted Subsidiaries) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the asset subject to such Disposition or Casualty Event and that is required to be repaid
(and is timely repaid) in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents), (B) the out-of-pocket fees and expenses (including, without limitation, attorneys’ fees, investment banking
fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees) actually incurred by the Borrower
or such Restricted Subsidiary in connection with such Disposition or Casualty Event, (C) Taxes (or Restricted Payments to the extent permitted hereunder made in respect of taxes) paid or reasonably estimated to be payable in connection
therewith by the Borrower or such Restricted Subsidiary and attributable to such Disposition or Casualty Event (including, in respect of any proceeds received in connection with a 



  
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Disposition or Casualty Event of any asset of any Restricted Subsidiary organized under the laws of a jurisdiction different from the jurisdiction of organization of the Borrower, deductions in
respect of withholding and other Taxes that are payable in cash if such funds are repatriated to the jurisdiction of the Borrower), (D) any reserve for adjustment in respect of (1) the sale price of such asset or assets established in
accordance with GAAP and (2) any liabilities associated with such asset or assets and retained by the Borrower or any of its Restricted Subsidiaries after such sale or other Disposition thereof, including, without limitation, pension and other
post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction, (E) in the case of any Disposition or Casualty Event by a non-wholly owned
Restricted Subsidiary, the pro rata portion of the Net Cash Proceeds thereof (calculated without regard to this clause (E)) attributable to minority interests and not available for distribution to or for the account of Borrower or a wholly
owned Restricted Subsidiary as a result thereof and (F) any funded escrow established pursuant to the documents evidencing any such sale or disposition to secure any indemnification obligations or adjustments to the purchase price associated
with any such sale or disposition (provided that to the extent that any amounts are released from such escrow to Borrower or a Restricted Subsidiary, such amounts net of any related expenses shall constitute Net Cash Proceeds). It being
understood that “Net Cash Proceeds” shall include, without limitation, any cash or Cash Equivalents (i) received upon the Disposition of any non-cash consideration received by the Borrower or any of its Restricted Subsidiaries in
respect of any such Disposition or Casualty Event and (ii) upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in clause (D) above or, if such
liabilities have not been satisfied in cash and such reserve not reversed within three hundred sixty-five (365) days after such Disposition or Casualty Event, the amount of such reserve; and 


 

	(b)	with respect to the incurrence or issuance of any Indebtedness by the Borrower or any of its Restricted Subsidiaries, the excess, if any, of (i) the sum of the cash received in connection with such incurrence or
issuance over (ii) (x) the investment banking fees, underwriting discounts, commissions, costs and other out-of-pocket expenses (including attorneys’ fees) and other customary expenses, incurred by the Borrower or such Restricted
Subsidiary in connection with such incurrence or issuance (including, in the case of Indebtedness of any Foreign Subsidiary, deduction in respect of withholding Taxes that are payable in cash if such funds are repatriated) and (y) all taxes
paid or reasonably estimated to be payable as a result thereof. 

 “Non-Consenting Lender” has the meaning specified in
Section 3.06(d). 
 “Non-Defaulting Lender” means, as to any Facility, a Lender thereunder that is not a Defaulting Lender.

 “Non-Expiring Credit Commitment” has the meaning specified in the definition of “Expiring Credit Commitment.” 

“Non-Profit Subsidiary” means any Subsidiary of the Borrower that is qualified under Section 501(c) of the Code as a nonprofit
corporation. 

  
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 “Non-Repatriated Amounts” has the meaning specified in Section 2.05(b)(v). 

“Non-US Lender” has the meaning specified in Section 3.01(d). 

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

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

“Obligations” means (i) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any
Loan Document with respect to any Loan or Letter of Credit, (ii) all advances to, and debts, liabilities, obligations, covenants and duties arising under any Designated Credit Line and (iii) all Secured Bank Product Obligations, in each
case, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan
Party 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. Without limiting the generality of the foregoing, the
Obligations of the Loan Parties under the Loan Documents include the obligation to pay principal, interest, Letter of Credit commissions, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party under any Loan
Document and (b) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender may elect to pay or advance on behalf of such Loan Party in accordance with the terms of the Loan Documents. 

“OFAC” means the Office of Foreign Assets Control of the U.S. Treasury Department. 

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

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

“Organizational 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-US jurisdiction), (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement (or equivalent or
comparable constitutional documents with respect to any non-US jurisdiction) 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. 
 “OSHA” means the Occupational Health and
Safety Act, as the same may from time to time be amended or supplemented, including any rules or regulations issued in connection therewith. 

“Other Commitments” means one or more Classes of Loan commitments hereunder that result from a Refinancing Amendment. 

  
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 “Other Connection Taxes” means, with respect to any Lender or the Administrative Agent, Taxes
imposed as a result of a present or former connection between such Lender or the Administrative Agent and the jurisdiction imposing such Tax (other than connections arising from such Lender or the Administrative Agent 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 Loans” means one or more Classes of Loans that result from a Refinancing Amendment. 

“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 with respect to the Loans on any date, the principal amount thereof after giving effect to any borrowings and prepayments or repayments of Loans occurring on such date. 

“Parent Entity” means any direct or indirect parent of the Borrower. 

“Parent Entity Expenses” means: 
 (1) costs
(including all professional fees and expenses) Incurred by any Parent Entity in connection with reporting obligations under or otherwise Incurred in connection with compliance with applicable laws, rules or regulations of any governmental,
regulatory or self-regulatory body or stock exchange, this Agreement or any other agreement or instrument relating to the Loans, the Guarantees or any other Indebtedness of the Borrower or any Restricted Subsidiary, including in respect of any
reports filed or delivered with respect to the Securities Act, Exchange Act or the respective rules and regulations promulgated thereunder; 
 (2) customary
indemnification obligations of any Parent Entity owing to directors, officers, employees or other Persons under its articles, charter, by-laws, partnership agreement or other organizational documents or pursuant to written agreements with any such
Person to the extent relating to the Borrower and its Subsidiaries; 
 (3) obligations of any Parent Entity in respect of director and officer insurance
(including premiums therefor) to the extent relating to the Borrower and its Subsidiaries; 
 (4) (x) general corporate overhead expenses, including
professional fees and expenses and (y) other operational expenses of any Parent Entity related to the ownership or operation of the business of the Borrower or any of its Restricted Subsidiaries; 

(5) expenses Incurred by any Parent Entity in connection with (i) any offering, sale, conversion or exchange of Capital Stock or Indebtedness and
(ii) related to any compensation paid to officers, directors and employees; and 

  
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 (6) amounts to finance Investments that would otherwise be permitted to be made pursuant to
Section 7.02 if made by the Borrower; provided, that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment, (B) such direct or indirect parent company shall, immediately
following the closing thereof, cause (1) all property acquired (whether assets or Capital Stock) to be contributed to the capital of the Borrower or one of its Restricted Subsidiaries or (2) the merger, consolidation or amalgamation of the
Person formed or acquired into the Borrower or one of its Restricted Subsidiaries (to the extent not prohibited by Section 7.04) in order to consummate such Investment, (C) such direct or indirect parent company and its Affiliates
(other than the Borrower or a Restricted Subsidiary) receives no consideration or other payment in connection with such transaction except to the extent the Borrower or a Restricted Subsidiary could have given such consideration or made such payment
in compliance herewith and such consideration or other payment is included as a Restricted Payment or an Investment hereunder, (D) any property received by the Borrower shall not increase the Available Amount and (E) such Investment shall
be deemed to be made by the Borrower or such Restricted Subsidiary pursuant to Section 7.02. 
 “Participant” has the meaning
specified in Section 10.07(d). 
 “Participant Register” has the meaning specified in Section 10.07(d). 

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

“Party” has the meaning specified in Section 3.01(o). 

“PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 (Title III of Pub. L. No. 107-56 (signed into Law October 26, 2001)). 
 “PBGC” means the Pension Benefit Guaranty
Corporation referred to and defined in ERISA and any successor entity performing similar functions. 
 “Perfection Certificate” means a
perfection certificate in the form of the perfection certificate provided to the Administrative Agent on the Closing Date (or such other form as the Administrative Agent may approve). 

“Pension Plan” means any plan described in Section 4021(a) of ERISA and not excluded pursuant to Section 4021(b) thereof or that is
subject to Title IV of ERISA or Section 412 or 430 of the Code or Section 302 of ERISA, which is or has, within the preceding six years, been established or maintained, or to which contributions are or have, within the preceding six years,
been made, by the Borrower or any of its ERISA Affiliates or any Subsidiary of the Borrower or any ERISA Affiliates of such Subsidiary, but not including any Multiemployer Plan. 

“Permitted Acquisition” means any purchase or acquisition pursuant to Section 7.02(b) or (c). 

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of assets used or useful in a Similar Business or a combination of
such assets and cash, Cash Equivalents between the Borrower or any of its Restricted Subsidiaries and another Person; provided that any cash or Cash Equivalents received in excess of the value of any cash or Cash Equivalents sold or exchanged must
be applied in accordance with Section 7.05 and Section 2.05(b)(ii). 

  
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 “Permitted Liens” means, with respect to any Person: 

(a) Liens on assets, property or Capital Stock of a Restricted Subsidiary that is not a Guarantor securing Indebtedness
permitted to be secured hereunder of any Restricted Subsidiary that is not a Guarantor; 
 (b) pledges, deposits or Liens
under workmen’s compensation laws, payroll taxes, unemployment insurance laws, social security laws or similar legislation, or insurance related obligations (including pledges or deposits securing liability to insurance carriers under insurance
or self-insurance arrangements), or in connection with bids, tenders, completion guarantees, contracts (other than for borrowed money) or leases, or to secure utilities, licenses, public or statutory obligations, or to secure the performance of
bids, trade contracts, government contracts and leases, statutory obligations, surety, stay, indemnity, judgment, customs, appeal or performance bonds, return-of-money bonds, performance and completion guarantees, bankers’ acceptance facilities
(or other similar bonds, instruments or obligations), obligations in respect of letters of credit, bank guarantees or similar instruments that have been posted to support the same, or as security for contested taxes or import or customs duties or
for the payment of rent, or other obligations of like nature, in each case Incurred in the ordinary course of business or consistent with past practice; 

(c) Liens with respect to outstanding motor vehicle fines and Liens imposed by law, including carriers’,
warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s, construction contractors’ or other like Liens, in each case for sums not yet overdue for a period of more than 60 days or that are bonded or being
contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves
with respect thereto are maintained on the books of such Person in accordance with GAAP; 
 (d) Liens for Taxes, assessments
or governmental charges which are not overdue for a period of more than 60 days or not yet payable or subject to penalties for nonpayment or, if more than 60 days overdue, which are being contested in good faith by appropriate proceedings;
provided that appropriate reserves required pursuant to GAAP (or other applicable accounting principles) have been made in respect thereof, or for property taxes on property such Person or one of its Subsidiaries has determined to abandon if
the sole recourse for such tax, assessment, charge, levy or claim is to such property; 
 (e) encumbrances, charges, ground
leases, easements (including reciprocal easement agreements), survey exceptions, land use regulations, covenants, conditions, restrictions, encroachments, protrusions, by-law, regulation, zoning restrictions or reservations of, or rights of others
for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including minor defects or irregularities in title and similar


  
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encumbrances or matters that would be disclosed in an accurate survey affecting real property) as to the use of real properties or Liens incidental to the conduct of the business of the Borrower
and its Restricted Subsidiaries or to the ownership of their properties, including servicing agreements, development agreements, site plan agreements, subdivision agreements, facilities sharing agreements, cost sharing agreement and other
agreements, which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of the Borrower and its Restricted Subsidiaries (taken as a whole); 

(f) Liens (i) on assets or property of the Borrower or any Restricted Subsidiary securing Hedging Obligations or Cash
Management Services permitted hereunder; (ii) that are contractual rights of set-off or, in the case of clause (x) or (y) below, other bankers’ Liens (x) relating to treasury, depository and cash management services or any
automated clearing house transfers of funds in the ordinary course of business and not given in connection with the issuance of Indebtedness, (y) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar
obligations incurred in the ordinary course of business of the Borrower or any Subsidiary or (z) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of
business; (iii) on cash accounts securing Indebtedness incurred under Section 7.03(h)(iii) with financial institutions; (iv) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to
commodity trading accounts or other brokerage accounts incurred in the ordinary course of business, consistent with past practice and not for speculative purposes; and/or (v) (x) of a collection bank arising under Section 4-208 of the
UCC on items in the course of collection, (y) in favor of a banking institution arising as a matter of law or by operation of customary standard terms and conditions of the account keeping encumbering deposits (including the right of set-off)
arising in the ordinary course of business in connection with the maintenance of such accounts and (z) arising under customary general terms of the account bank in relation to any bank account maintained with such bank and attaching only to
such account and the products and proceeds thereof, which Liens, in any event, do not secure any Indebtedness; 
 (g) leases,
licenses, subleases and sublicenses of assets (including real property and intellectual property rights), in each case entered into in the ordinary course of business; 

(h) Liens securing or otherwise arising out of judgments, decrees, attachments, orders or awards not giving rise to an Event of
Default so long as (i) any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree, order or award have not been finally terminated, (ii) the period within which such proceedings may be
initiated has not expired or (iii) no more than 60 days have passed after (x) such judgment, decree, order or award has become final or (y) such period within which such proceedings may be initiated has expired; 

(i) Liens (i) on assets or property of the Borrower or any Restricted Subsidiary for the purpose of securing Capital Lease
Obligations, or Purchase Money Obligations, or securing the payment of all or a part of the purchase price of, or securing 

  
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other Indebtedness Incurred to finance or refinance the acquisition, improvement or construction of, assets or property acquired or constructed in the ordinary course of business; provided
that (x) the aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted to be Incurred hereunder and (y) any such Liens may not extend to any assets or property of the Borrower or any Restricted Subsidiary
other than assets or property acquired, improved, constructed or leased with the proceeds of such Indebtedness and any improvements or accessions to such assets and property or proceeds, dividends or distributions therefrom (it being understood that
individual financings of the type permitted by this clause (i) provided by any lender may be cross-collateralized to other financings of such type provided by such lender or its affiliates) and (ii) on any interest or title of a licensor,
sublicensor, lessor or sublessor under any Capital Lease Obligations or operating lease; 
 (j) Liens perfected or evidenced
by UCC financing statement filings (or similar filings in other applicable jurisdictions) regarding operating leases, consignment of goods or similar arrangements entered into by the Borrower and its Restricted Subsidiaries in the ordinary course of
business, including precautionary UCC financing statements; 
 (k) Liens existing on the Closing Date and described in
Schedule 1.01(b) (or to the extent not listed on such Schedule 1.01(b), where the fair market value of all property to which such Liens attach is less than $10,000,000 in the aggregate); 

(l) Liens on property, other assets or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary (or
at the time the Borrower or a Restricted Subsidiary acquires such property, other assets or shares of stock, including any acquisition by means of a merger, amalgamation, consolidation or other business combination transaction with or into the
Borrower or any Restricted Subsidiary) and any modifications, replacements, refinancings, restructurings, renewals or extensions thereof; provided, however, that such Liens are not created, Incurred or assumed in anticipation of or in
connection with such other Person becoming a Restricted Subsidiary (or such acquisition of such property, other assets or stock); provided, further, that such Liens are limited to all or part of the same property, other assets or stock
(plus improvements, accession, proceeds or dividends or distributions in connection with the original property, other assets or stock) that secured (or, under the written arrangements under which such Liens arose, could secure) the obligations to
which such Liens relate (it being understood that individual financings of the type permitted by this clause (l) provided by any lender may be cross-collateralized to other financings of such type provided by such lender or its affiliates);

 (m) Liens on assets or property of the Borrower or any Restricted Subsidiary securing Indebtedness or other obligations of
the Borrower or such Restricted Subsidiary owing to the Borrower or another Restricted Subsidiary, or Liens in favor of the Borrower or any Restricted Subsidiary; 

(n) (i) Liens securing Refinancing Indebtedness Incurred (as permitted under Section 7.03) to refinance
Indebtedness that was previously so secured (excluding the 

  
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Obligations), and permitted to be secured hereunder; provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or
dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced and (ii) Liens securing any Refinancing Facility and
Refinancing Notes; 
 (o) (i) mortgages, liens, security interests, restrictions, encumbrances or any other matters of
record that have been placed by any government, statutory or regulatory authority, developer, landlord or other third party on property over which the Borrower or any Restricted Subsidiary has easement rights or on any leased property and
subordination or similar arrangements relating thereto and (ii) any condemnation or eminent domain proceedings affecting any real property; 

(p) any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any non-wholly owned
Restricted Subsidiary or joint venture or similar arrangement pursuant to any organizational document, joint venture or similar agreement; 

(q) Liens on property or assets under construction (and related rights) in favor of a contractor or developer or arising from
progress or partial payments by a third party relating to such property or assets; 
 (r) Liens arising out of conditional
sale, title retention, hire purchase, consignment or similar arrangements for the sale or purchase of goods entered into in the ordinary course of business; 

(s) Liens securing Indebtedness permitted by Section 7.03(e); provided that such Liens shall only be
permitted if (x) in the case of assumed Indebtedness, such Liens are limited to all or part of the same property or assets, including Capital Stock (plus improvements, accessions, proceeds or dividends or distributions in respect thereof, or
replacements of any thereof) acquired, or of any Person acquired or merged, consolidated or amalgamated with or into the Borrower or any Restricted Subsidiary, in any transaction to which such Indebtedness relates and (y) on the date of the
Incurrence of such Indebtedness after giving effect to such Incurrence, the Total Secured Leverage Ratio would equal or be less than 2.00:1.00; 

(t) Liens to secure Indebtedness permitted under Section 7.03 of any Restricted Subsidiary that is not a Guarantor
covering only the assets or (if not constituting Collateral, Capital Stock) of such Restricted Subsidiary; 
 (u) Liens on
Capital Stock or other securities or assets of any Unrestricted Subsidiary that secure Indebtedness of such Unrestricted Subsidiary; 

(v) any security granted over the marketable securities portfolio described in clauses (7), (8) and (9) of the
definition of “Cash Equivalents” in connection with the disposal thereof to a third party; 

  
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 (w) Liens on (i) goods the purchase price of which is financed by a
documentary letter of credit issued for the account of the Borrower or any Restricted Subsidiary or Liens on bills of lading, drafts or other documents of title arising by operation of law or pursuant to the standard terms of agreements relating to
letters of credit, bank guarantees and other similar instruments and (ii) specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created
for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; 
 (x) Liens
on equipment of the Borrower or any Restricted Subsidiary granted in the ordinary course of business to clients or suppliers of the Borrower or any Restricted Subsidiary; 

(y) Liens on assets or securities deemed to arise in connection with and solely as a result of the execution, delivery or
performance of contracts to sell such assets or securities if such sale is otherwise permitted hereunder; 
 (z) Liens
arising by operation of law or contract on insurance policies and the proceeds thereof to secure premiums thereunder, and Liens, pledges and deposits in the ordinary course of business securing liability for premiums or reimbursement or
indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefits of) insurance carriers; 

(aa) Liens solely on any cash earnest money deposits made in connection with any letter of intent or purchase agreement
permitted hereunder; 
 (bb) Liens (i) on cash advances in favor of the seller of any property to be acquired in an
Investment permitted under Section 7.02 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell any asset or property in an asset sale permitted hereunder, in each case, solely to
the extent such Investment or asset sale, as the case may be, would have been permitted on the date of the creation of such Lien; 

(cc) Liens securing Indebtedness and other obligations not prohibited hereunder in an aggregate principal amount not to exceed
the greater of $100,000,000 and 11.0% of Total Assets (determined at the time Incurred) at any one time outstanding, including any Refinancing Indebtedness in respect thereof; 

(dd) Liens then existing with respect to Capital Stock or assets of an Unrestricted Subsidiary on the day such Unrestricted
Subsidiary is redesignated as a Restricted Subsidiary not made in contemplation of such redesignation under Section 6.12; 

(ee) Liens deemed to exist in connection with Investments in repurchase agreements permitted by Section 7.03,
provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; 

  
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 (ff) Liens on Receivables Assets incurred in connection with a Receivables
Facility; 
 (gg) Settlement Liens; 

(hh) rights of recapture of unused real property in favor of the seller of such property set forth in customary purchase
agreements and related arrangements with any government, statutory or regulatory authority; 
 (ii) Liens arising by
operation of law under Article 2 of the Uniform Commercial Code in favor of a reclaiming seller of goods or buyer of goods; 

(jj) Liens in the nature of the right of set-off in favor of counterparties to contractual agreements with the Borrower or any
other Loan Party in the ordinary course of business; 
 (kk) security given to a public or private utility or government
authority as required in the ordinary course of business; 
 (ll) any exclusive or non-exclusive licenses or sublicenses
granted under any intellectual property rights that do not secure or is not granted in connection with incurrence of Indebtedness; 

(mm) the rights reserved to or vested in any Person or government, statutory or regulatory authority by the terms of any lease,
license, franchise, grant or permit held by the Borrower or any Restricted Subsidiary 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; 
 (nn) restrictive covenants affecting the use to which real property may be put; 

(oo) Liens or covenants restricting or prohibiting access to or from lands abutting on controlled access highways or covenants
affecting the use to which lands may be put; provided that such Liens or covenants do not interfere with the ordinary conduct of the business of the Borrower or any Restricted Subsidiary; 

(pp) Liens arising in connection with any Permitted Tax Restructuring or any intercompany license agreements; 

(qq) Liens on trusts, cash or Cash Equivalents or other funds in connection with the defeasance (whether by covenant or legal
defeasance), discharge or redemption of Indebtedness or similar obligations; provided that such defeasance, discharge or redemption is otherwise permitted hereunder; 

(rr) Liens on the Collateral pursuant to the documentation securing Incremental Equivalent Debt permitted to be incurred;
provided that such Liens are pari passu or junior in priority to the Obligations pursuant to a customary intercreditor agreement with terms to be mutually agreed by the Administrative Agent, the Borrower and the trustee, agent, holders
or lenders with respect to such Incremental Equivalent Debt entered into on or prior to the date of such Incurrence; or 

  
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 (ss) Liens pursuant to any Loan Document including Liens securing Replacement
Term Loans, Additional Term Loans, Additional Revolving Loans, Additional Revolving Facility Commitments and Additional Revolving Commitments. 

In the event that any Permitted Lien meets the criteria of more than one of the categories of Permitted Liens described in clauses
(a) through (ss) above, the Borrower in its sole discretion may divide, classify or from time to time reclassify all or any portion of such Permitted Lien to the extent such Permitted Lien would be permitted to be incurred under such clause at
the time of such classification or reclassification, and the Borrower will only be required to include the amount and type of such Permitted Lien in one or more of the above clauses; provided that all Liens securing the Obligations under the
Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (ss) of this definition. 
 “Permitted Repricing
Amendment” has the meaning specified in Section 10.01. 
 “Permitted Tax Distribution” means: 

 

	(a)	if and for so long as the Borrower is a member of a group filing a consolidated or combined tax return with any Parent Entity, any dividends or other distributions to fund any income Taxes for which such Parent Entity
is liable up to an amount not to exceed the amount of any such Taxes that the Borrower and its Subsidiaries would have been required to pay on a separate company basis or on a consolidated basis (taking into account prior year losses) calculated as
if the Borrower and its Subsidiaries had paid Tax on a consolidated, combined, group, affiliated or unitary basis on behalf of an affiliated group consisting only of the Borrower and its Subsidiaries; provided that payments with respect to
any Taxes attributable to any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid with respect to such period by such Unrestricted Subsidiary to the Borrower or its Restricted Subsidiaries for the purposes of
paying such consolidated or combined income Taxes; and 

  

	(b)	for any taxable year (or portion thereof) ending after the Closing Date for which the Borrower is treated as a disregarded entity, partnership, or other flow-through entity for
federal, state and/or local income Tax purposes, the payment of dividends or other distributions to the Borrower’s direct owner(s) to fund the income Tax liability of such owner(s) (or, if a direct owner is a disregarded entity, partnership or
other flow-through entity for federal, state and/or local income Tax purposes, of the indirect owner(s)) for such taxable year (or portion thereof) attributable to the operations and activities of the Borrower
and its direct and indirect Subsidiaries, in an aggregate amount not to exceed the product of (x) the highest combined marginal federal and applicable state and/or local statutory Tax rate (after taking into account the character of the income
and the deductibility of U.S. state and local income Tax for U.S. federal income Tax purposes) and (y) the taxable income (taking into account prior year losses) of the Borrower for such taxable year (or portion thereof); provided that
payments with respect to any Taxes attributable to any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid with respect to such period by such Unrestricted Subsidiary to the Borrower or its Restricted
Subsidiaries for the purposes of paying such income Taxes. 


  
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 “Permitted Tax Restructuring” means one or more transactions pursuant to which the
Capital Stock of one or more Foreign Subsidiaries is transferred to another Foreign Subsidiary in exchange for equity or debt of the transferee or as a capital contribution to the transferee; provided that (i) none of the Subsidiaries
that were not Excluded Subsidiaries prior to such transactions shall become Excluded Subsidiaries as a result thereof and (ii) such transactions do not materially adversely affect the Borrower’s ability to pay principal, premium, if any,
and interest in respect of the Loans when due.  
 “Person” means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority or other entity. 
 “Platform” has the meaning
specified in Section 6.02(d). 
 “Pounds Sterling” means the lawful currency of the United Kingdom. 

“Preferred Capital Stock” means any Capital Stock with preferential rights of payment of dividends or upon liquidation, dissolution,
or winding up. 
 “Prepayment Notice” means a notice by the Borrower to prepay Loans, which shall be substantially in the
form of Exhibit P (or such other form as the Administrative Agent may approve). 
 “Prepayment Percentage” means
the applicable percentage based on the First Lien Leverage Ratio set forth below for each item set forth below: 
  

			
	 Level
	  	Excess Cash
Flow
	Level I 3 1.50:1.00	  	50%
	Level II < 1.50:1.00 but 3 1.00:1.00	  	25%
	Level III < 1.00:1.00	  	0%

 Any increase or decrease in the Prepayment Percentage resulting from a change in the First Lien Leverage Ratio shall become
effective as of the first Business Day immediately following the date financial statements have been delivered pursuant to Section 6.01(a) and a Compliance Certificate is delivered pursuant to Section 6.02(b) beginning with
the fiscal year ended September 30, 2017; provided that, at the option of the Required Lenders, Level I shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered but
was not delivered, and shall continue to so apply to but excluding the date on which such Compliance Certificate is so delivered (and thereafter the level otherwise determined in accordance with this definition shall apply). 

  
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 “Primary Obligation” has the meaning specified in the definition of “Contingent
Obligation.” 
 “Primary Obligor” has the meaning specified in the definition of “Contingent Obligation.”

 “Prime Rate” means the rate of interest quoted in the print edition of The Wall Street Journal, Money
Rates Section as the Prime Rate (currently defined as the base rate on corporate loans posted by at least 70% of the nation’s ten (10) largest banks), as in effect from time to time. The Prime Rate is a reference rate and does not
necessarily represent the lowest or best rate actually charged to any customer. The Administrative Agent or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate. 

“Principal Office” means, for each of the Administrative Agent and each L/C Issuer, such Person’s address and, as appropriate,
account as set forth on Schedule 10.02, or such other address or account as such Person may from time to time notify in writing to the Borrower, the Administrative Agent and the L/C Issuers. 

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

“Pro Forma Basis” and “Pro Forma Effect” means, with respect to compliance with any test or covenant or calculation
of any ratio hereunder, the determination or calculation of such test, covenant or ratio (including in connection with Specified Transactions) in accordance with Section 1.09. 

“Pro Rata Share” means (i) with respect to all payments, computations and other matters relating to the Term Loans of any Lender,
as the context requires, the percentage obtained by dividing (x) the Term Loan Exposure of that Lender by (y) the aggregate Term Loan Exposure of all Lenders, (ii) with respect to all payments, computations and other matters relating
to the Revolving Commitment or Revolving Loans of any Lender or any Letters of Credit issued or participations purchased therein by any Lender, the Revolving Percentage of that Lender, and (iii) with respect to all payments, computations and
other matters relating to any other Facility, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments and/or Loans of such Lender under the applicable Facility or
Facilities at such time and the denominator of which is the amount of the aggregate Commitments and/or Loans then outstanding under the applicable Facility or Facilities at such time.  

“Public Company Costs” means, as to any Person, costs associated with, or in anticipation of, or preparation for, compliance with the
requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith and costs relating to compliance with the provisions of the Securities Act and the Exchange Act or any other comparable body of laws,
rules or regulations, as companies with listed equity, directors’ compensation, fees and expense reimbursement, costs relating to investor relations, shareholder meetings and reports to shareholders, directors’ and officers’ insurance
and other executive costs, legal and other professional fees, and listing fees, in each case to the extent arising solely by virtue of the listing of such Person’s equity securities on a national securities exchange. 

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

  
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 “Purchase Money Obligations” means any Indebtedness Incurred to finance or refinance the
acquisition, leasing, construction or improvement of property (real or personal) or assets (including Capital Stock), and whether acquired through the direct acquisition of such property or assets or the acquisition of the Capital Stock of any
Person owning such property or assets, or otherwise.  
 “Qualified Capital Stock” means any Capital Stock that is not
Disqualified Capital Stock. 
 “Qualifying Lender” has the meaning specified in Section 2.05(a)(iv)(D)(3). 

“Ratio Incremental Availability” has the meaning specified in Section 2.14(a)(i). 

“Receivables Assets” means (a) any accounts receivable owed to the Borrower or a Restricted Subsidiary subject to a Receivables
Facility and the proceeds thereof and (b) all collateral securing such accounts receivable, all contracts and contract rights, guarantees or other obligations in respect of such accounts receivable, all records with respect to such accounts
receivable and any other assets customarily transferred together with accounts receivable in connection with a non-recourse accounts receivable factoring arrangement and which are sold, conveyed, assigned or otherwise transferred or pledged by the
Borrower or a Restricted Subsidiary to a commercial bank or Affiliate thereof in connection with a Receivables Facility.  

“Receivables Facility” means any of one or more receivables financing facilities (including for factoring, securitizations and sales
transactions) as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the obligations of which are non-recourse (except for Securitization Repurchase Obligations and customary representations, warranties,
covenants and indemnities made in connection with such facilities) to the Borrower or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Borrower or any of its Restricted Subsidiaries sells its accounts
receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.  

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or
participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.  

“Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in, one or more Receivables
Facilities and other activities reasonably related thereto. 
 “Recipient” means (a) the Administrative Agent,
(b) any Lender, (c) any Revolving Lender, and (d) the L/C Issuer, as applicable. 
 “Refinanced Term Loans”
has the meaning specified in Section 10.01. 
 “Refinancing Amendment” means an amendment to this Agreement in form
and substance reasonably satisfactory to the Administrative Agent and the Borrower executed by (a) the Borrower, (b) the Administrative Agent and (c) each lender that agrees to provide any portion of the Credit Agreement Refinancing
Indebtedness being incurred pursuant thereto, in accordance with Section 2.15. 

  
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 “Refinancing Facility” has the meaning specified in the definition of “Credit
Agreement Refinancing Indebtedness.” 
 “Refinancing Indebtedness” means Indebtedness that is Incurred to refund,
refinance, replace, exchange, renew, repay or extend (including pursuant to any defeasance or discharge mechanism) any Indebtedness existing on the Closing Date or Incurred in compliance with the this Agreement (including Indebtedness of the
Borrower that refinances Indebtedness of any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary that refinances Indebtedness of the Borrower or another Restricted Subsidiary) including Indebtedness that refinances Refinancing
Indebtedness; provided, however, that:  
  

	 	(1)	(a) such Refinancing Indebtedness has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness,
Disqualified Capital Stock or Preferred Capital Stock being refunded or refinanced; (b) to the extent such Refinancing Indebtedness refinances Subordinated Indebtedness, Disqualified Capital Stock or Preferred Capital Stock, such Refinancing
Indebtedness is Subordinated Indebtedness, Disqualified Capital Stock or Preferred Capital Stock, respectively, and, in the case of Subordinated Indebtedness, is subordinated to the Loans on terms at least as favorable to the Lenders as those
contained in the documentation governing the Indebtedness being refinanced and (c) to the extent such Refinancing Indebtedness refinances Indebtedness that is secured on a junior lien basis to the Obligations, such Refinancing Indebtedness is
secured on a junior lien basis to the Obligations on lien subordination terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being refinanced; 


 

	 	(2)	Refinancing Indebtedness shall not include: 

  

	 	(i)	Indebtedness, Disqualified Capital Stock or Preferred Capital Stock of a Subsidiary of the Borrower that is not the Borrower or a Guarantor that refinances Indebtedness, Disqualified Capital Stock or Preferred Capital
Stock of the Borrower or a Guarantor; or 

  

	 	(ii)	Indebtedness, Disqualified Capital Stock or Preferred Capital Stock of the Borrower or a Restricted Subsidiary that refinances Indebtedness, Disqualified Capital Stock or Preferred Capital Stock of an Unrestricted
Subsidiary; 

  

	 	(3)	such Refinancing Indebtedness has an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if Incurred with
original issue discount, the aggregate accreted value) then outstanding (plus fees and expenses, including any premium and defeasance costs) under the Indebtedness being Refinanced; and 


  
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	 	(4)	(a) if such Refinancing Indebtedness is secured, it is secured on the same basis as the Indebtedness being refinanced or by a Lien otherwise permitted by Section 7.01 and (b) such Refinancing
Indebtedness is incurred by the Person or Persons who are the obligors on the Indebtedness being refinanced and such new or additional obligors as are permitted under Section 7.03. 


Refinancing Indebtedness in respect of any Indebtedness may be Incurred within 180 days after the termination, discharge or repayment of any such
Indebtedness. 
 “Refinancing Notes” has the meaning specified in the definition of “Credit Agreement Refinancing
Indebtedness.” 
 “Refinancing Revolving Facility” has the meaning specified in the definition of “Credit Agreement
Refinancing Indebtedness.” 
 “Refinancing Term Facility” has the meaning specified in the definition of “Credit
Agreement Refinancing Indebtedness.” 
 “Refunding Capital Stock” has the meaning specified in Section
7.06(b). 
 “Register” has the meaning set forth in Section 10.07(c). 

“Registered Equivalent Notes” means, with respect to any notes originally issued in an offering pursuant to Rule 144A under the
Securities Act or other private placement transaction under the Securities Act, substantially identical notes (having the same guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.

 “Related Party” 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. 

“Related Taxes” means: 
  

	 	(1)	any Taxes, including sales, use, transfer, rental, ad valorem, value added, stamp, property, consumption, franchise, license, capital, registration, business, customs, net worth, gross receipts, excise,
occupancy, intangibles or similar Taxes and other similar fees and expenses (other than (x) Taxes measured by income and (y) withholding Taxes), required to be paid (provided such Taxes are in fact paid) by any Parent Entity by
virtue of its: 

  

	 	(i)	being organized or having Capital Stock outstanding (but not by virtue of owning stock or other equity interests of any corporation or other entity other than, directly or indirectly, the Borrower or any of the
Borrower’s Subsidiaries) or otherwise maintain its existence or good standing under applicable law; 


  
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	 	(ii)	being a holding company parent, directly or indirectly, of the Borrower or any of the Borrower’s Subsidiaries; 

  

	 	(iii)	receiving dividends from or other distributions in respect of the Capital Stock of, directly or indirectly, the Borrower or any of the Borrower’s Subsidiaries; or 


 

	 	(iv)	having made any payment in respect to any of the items for which the Borrower is permitted to make payments to any Parent Entity pursuant to Section 7.06; or 


 

	 	(2)	any Permitted Tax Distribution. 

 “Release” means any release, spill, emission,
leaking, pumping, pouring, emptying, dumping, injection, deposit, disposal, discharge, dispersal, escape, leaching or migration into or through the indoor or outdoor environment. 

“Remedial Action” means actions required to (i) clean up, remove, treat or in any other way address Contaminants in the indoor or
outdoor environment; (ii) prevent, minimize or otherwise address the Release or threat of a Release of Contaminants so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; or
(iii) perform pre-response or post-response studies and investigations and post-response monitoring and care or any other studies, reports or investigations relating to Contaminants. 

“Replacement Term Borrowing” means a borrowing consisting of simultaneous Replacement Term Loans of the same Type and, in the case of
Eurocurrency Rate Loans, having the same Interest Period made by the applicable Lenders. 
 “Replacement Term Loan” has the
meaning set forth in Section 10.01. 
 “Reportable Event” means any of the events set forth in Section 4043(c) of
ERISA, other than events for which the thirty (30) day notice period has been waived. 
 “Repricing Transaction” has the
meaning specified in Section 2.09(d).  
 “Request for Credit Extension” means (a) with respect to a
Borrowing, conversion or continuation of Term Loans or Revolving Loans or a Borrowing of Swingline Loans, a Committed Loan Notice, and (b) with respect to an L/C Credit Extension, an L/C Application. 

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

  
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 “Required Revolving Lenders” means, as of any date of determination, Revolving Lenders
having more than 50% of the sum of (a) the Total Revolving Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swingline Loans deemed “held” by such Lender
for purposes of this definition) and (b) the aggregate unused Revolving Commitments. The portion of Total Revolving Outstandings and the unused Revolving Commitment, as applicable, held or deemed held by a Defaulting Lender shall be excluded
for purposes of making a determination of Required Revolving Lenders at any time. 
 “Responsible Officer” means the chief
executive officer, president, vice president, chief financial officer, treasurer or assistant treasurer or other similar officer of a Loan Party or, in the case of any Foreign Subsidiary, any duly appointed authorized signatory or any director or
managing member of such Person and, as to any document delivered on the Closing Date, any secretary or assistant secretary. 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. 

“Restricted Payment” means to: 

(1) declare or pay any dividend or make any distribution on or in respect of the Borrower’s or any Restricted Subsidiary’s Capital
Stock (including, without limitation, any such payment in connection with any merger or consolidation involving the Borrower or any of its Restricted Subsidiaries) except: 

(a) dividends or distributions payable in Capital Stock of the Borrower (other than Disqualified Capital Stock) or in options, warrants or
other rights to purchase such Capital Stock; or 
 (b) dividends or distributions payable to the Borrower or a Restricted Subsidiary (and,
in the case of the Borrower or any such Restricted Subsidiary making such dividend or distribution, to holders of its Capital Stock other than the Borrower or another Restricted Subsidiary on no more than a pro rata basis); or 

(2) purchase, repurchase, redeem, retire or otherwise acquire or retire for value any Capital Stock of the Borrower or any Parent Entity held
by Persons other than the Borrower or a Restricted Subsidiary; or 
 (3) purchase, repurchase, redeem, defease or otherwise acquire or
retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any (x) Subordinated Indebtedness incurred after the Closing Date or (y) Senior Notes (the Indebtedness under each of clauses
(x) and (y), “Junior Financing”) (other than (a) any such purchase, repurchase, redemption, defeasance or other acquisition or retirement in anticipation of satisfying a sinking fund obligation, principal installment or
final maturity, in each case, due within one year of the date of purchase, repurchase, redemption, defeasance or other acquisition or retirement and (b) payments in respect of Indebtedness Incurred pursuant to Section 7.03(c)). 

“Restricted Subsidiary” means any Subsidiary of the Borrower other than an Unrestricted Subsidiary. 

  
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 “Retained Declined Proceeds” has the meaning specified in
Section 2.05(b)(vii).  
 “Revolving Availability Period” means the period from and including the Closing Date to
but excluding the Maturity Date of the Revolving Facility or any earlier date on which the Revolving Commitments shall terminate as provided herein. 

“Revolving Borrowing” means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of Eurocurrency
Rate Loans, having the same Interest Period made by the Revolving Lenders. 
 “Revolving Commitment” means, as to any Lender,
its commitment to (a) make Revolving Loans and (b) purchase participations in Swingline Loans and L/C Obligations, in an aggregate principal and/or face amount at any time outstanding not to exceed the amount set forth opposite such
Lender’s name on Schedule 2.01 under the heading “Revolving Commitments” or in the Assignment and Assumption or other agreement pursuant to which such Lender became a party hereto, as such commitment may be changed from
time to time pursuant to the terms hereof. 
 “Revolving Commitment Fee” has the meaning specified in
Section 2.09(a)(i).  
 “Revolving Facility” means the Revolving Commitments and the Credit Extensions
thereunder. 
 “Revolving Lender” means a Lender that has a Revolving Commitment or, if the Revolving Commitments have
expired or been terminated, that holds a Revolving Loan or a participation in a Letter of Credit. 
 “Revolving Loan” has the
meaning set forth in Section 2.01(b)(i). 
 “Revolving Note” means a promissory note evidencing Revolving Loans made or
held by a Revolving Lender, substantially in the form of Exhibit B-2. 
 “Revolving Percentage” means, as to any
Revolving Lender as of any date of determination, the percentage which such Lender’s Revolving Commitment then constitutes of the Aggregate Revolving Commitments or, at any time after the Revolving Commitments shall have expired or terminated,
the percentage which the sum of the aggregate Outstanding Amount of the Revolving Loans of such Lender, plus such Lender’s participations in all outstanding L/C Obligations and Swingline Loans at such time then constitutes of the
Aggregate Revolving Commitments, but subject to adjustment as provided in Section 2.18(a)(iv). 
 “S&P” means
Standard & Poor’s Ratings Services or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization. 

“Sale and Leaseback Transaction” means any arrangement providing for the leasing by the Borrower or any of its Restricted Subsidiaries
of any real or tangible personal property, which property has been or is to be sold or transferred by the Borrower or such Restricted Subsidiary to a third Person in contemplation of such leasing.  

  
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 “Sanctioned Country” means a country or territory subject to comprehensive Sanctions. For
the avoidance of doubt, as of the Closing Date, this includes and is limited to the Crimea region of Ukraine, Cuba, Iran, North Korea, Syria, and Sudan. 

“Sanctioned Person” means (a) any Person named on the list of “Specially Designated Nationals and Blocked Persons”
maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), available at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published from time to time, or
(b) any person located, organized, or resident in a Sanctioned Country. 
 “Sanctions” means any Laws relating to
terrorism, money laundering, and economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by the European Union, Her Majesty’s Treasury of the United Kingdom, the United Nations Security Council or
the U.S. Government, including those administered by OFAC or the U.S. Department of State, Executive Order 13224, the Bank Secrecy Act, the PATRIOT Act, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., the
Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any executive orders or regulations promulgated thereunder. 

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

 “Secured Bank Product Obligations” means Indebtedness and other obligations or liabilities (other than any Excluded Swap
Obligations) of the Borrower or any Restricted Subsidiary designated by the Borrower as “Secured Bank Product Obligations” in a written notice to the Administrative Agent that are owing in connection with a Bank Product to any Person that
is providing such Bank Product so long as such Person (i) is a Credit Party on or immediately following the Closing Date and such Bank Product is in effect on the Closing Date, (ii) was a Credit Party when entering into such Bank Product
or (iii) was identified in writing on or prior to the Closing Date to the Administrative Agent.  
 “Secured Bank Product
Provider” means any Person to whom Secured Bank Product Obligations are owed. 
 “Secured Indebtedness” means any
Indebtedness secured by a Lien. 
 “Secured Obligations” has the meaning specified in the Security Agreement. 

“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the Arrangers, the Secured Bank Product Providers, the
Designated Credit Line Providers and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Article 9; provided, that in no event shall “Secured Parties” include any
Disqualified Institution. 
 “Securities Act” means the Securities Act of 1933, as amended. 

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

  
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 “Security Agreement” means the Security Agreement by and among the Borrower, the
Guarantors, the Additional Grantors as defined and named therein and the Collateral Agent, dated as of the Closing Date and substantially in the form of Exhibit F, together with each related Security Agreement Supplement executed and
delivered pursuant to Section 6.12. 
 “Security Agreement Supplement” has the meaning specified in the Security
Agreement. 
 “Senior Notes” means those 5.50% Senior Notes due 2024 issued by the Borrower pursuant to the Senior Notes
Indenture. 
 “Senior Notes Indenture” means the Indenture, dated as of the Closing Date, among the Borrower, the guarantors
party thereto from time to time and Wells Fargo Bank, National Association, as trustee, governing the Senior Notes, as the same may be amended, supplemented, waived or otherwise modified from time to time. 

“Separation Agreement” means the separation agreement to be entered into in connection with the
Spin-Off, by and between the Borrower and Air Products, setting forth the mechanics of the Spin-Off, certain organizational matters and other ongoing obligations of the
Borrower and Air Products, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with, or as not prohibited by, the terms hereof. 

“Series” means each series of Additional Term Commitments and Additional Term Loans made thereunder as designated in and made pursuant
to any Joinder Agreement, each series of Additional Revolving Facility Commitments and Additional Revolving Loans made thereunder as designated in and made pursuant to any Joinder Agreement and each series of Extended Term Loans and each series of
Extended Revolving Commitments designated and made pursuant to an Extension. 
 “Settlement” means the transfer of cash or
other property with respect to any credit or debit card charge, check or other instrument, electronic funds transfer, or other type of paper-based or electronic payment, transfer, or charge transaction for which a Person acts as a processor,
remitter, funds recipient or funds transmitter in the ordinary course of its business.  
 “Settlement Asset” means any cash,
receivable or other property, including a Settlement Receivable, due or conveyed to a Person in consideration for a Settlement made or arranged, or to be made or arranged, by such Person or an Affiliate of such Person.  

“Settlement Indebtedness” means any payment or reimbursement obligation in respect of a Settlement Payment.  

“Settlement Lien” means any Lien relating to any Settlement or Settlement Indebtedness (and may include, for the avoidance of doubt,
the grant of a Lien in or other assignment of a Settlement Asset in consideration of a Settlement Payment, Liens securing intraday and overnight overdraft and automated clearing house exposure, and similar Liens).  

  
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 “Settlement Payment” means the transfer, or contractual undertaking (including by
automated clearing house transaction) to effect a transfer, of cash or other property to effect a Settlement.  
 “Settlement
Receivable” means any general intangible, payment intangible, or instrument representing or reflecting an obligation to make payments to or for the benefit of a Person in consideration for a Settlement made or arranged, or to be made or
arranged, by such Person.  
 “Similar Business” means (a) any businesses, services or activities engaged in by the
Borrower or any of its Subsidiaries or any Associates on the Closing Date and (b) any businesses, services and activities engaged in by the Borrower or any of its Subsidiaries or any Associates that are related, complementary, incidental,
ancillary or similar to any of the foregoing or are extensions or developments of any thereof.  
 “Solicited Discount
Proration” has the meaning specified in Section 2.05(a)(iv)(D)(3). 
 “Solicited Discounted Prepayment
Amount” has the meaning specified in Section 2.05(a)(iv)(D)(1). 
 “Solicited Discounted Prepayment Notice”
means a written notice of a Borrower Solicitation of Discount Prepayment Offers made pursuant to Section 2.05(a)(iv)(D) substantially in the form of Exhibit L. 

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

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date
(a) the fair value of the assets (on a going concern basis) of such Person exceeds its debts and liabilities, subordinated, contingent or otherwise; (b) the present saleable value of the property (on a going concern basis) of such Person
is greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured in the ordinary course of
business; (c) such Person is able to pay its debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured or otherwise due in the ordinary course of business; and (d) such Person is not
engaged in, and is not about to engage in, business contemplated as of such date for which it has unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, 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, as determined by such Person in good faith. 

“Sold Entity or Business” has the meaning specified in the definition of “Consolidated EBITDA.” 

“SPC” has the meaning specified in Section 10.07(g). 

“Specified Asset Sale” has the meaning specified in Section 2.05(b)(v). 

“Specified Debt Issuance” has the meaning specified in Section 2.05(b)(v). 

  
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 “Specified Discount Prepayment Amount” has the meaning specified in
Section 2.05(a)(iv)(B)(1). 
 “Specified Discount Prepayment Notice” means a written notice of a Borrower Offer
of Specified Discount Prepayment made pursuant to Section 2.05(a)(iv)(B) substantially in the form of Exhibit J. 

“Specified Discount Prepayment Response” means the irrevocable written response by each Lender, substantially in the form of
Exhibit K, to a Specified Discount Prepayment Notice. 
 “Specified Discount Prepayment Response Date” has the meaning
specified in Section 2.05(a)(iv)(B)(1). 
 “Specified Discount Proration” has the meaning specified in
Section 2.05(a)(iv)(B)(3). 
 “Specified Transaction” means any Investment, Disposition, incurrence or repayment
of Indebtedness, Restricted Payment, Subsidiary designation, Incremental Term Loan or Incremental Revolving Commitments that by the terms of this Agreement requires such test to be calculated on a “Pro Forma Basis” or after giving
“Pro Forma Effect”; provided that any increase in the Revolving Commitments (including, for this purpose, any Additional Revolving Commitment, Additional Revolving Facility Commitment or Extended Revolving Commitment)
above the amount of Revolving Commitments in effect on the Closing Date, for purposes of this “Specified Transaction” definition, shall be deemed to be fully drawn; provided further that any such Specified Transaction
(other than a Restricted Payment) having an aggregate value of less than $10,000,000 may, at the Borrower’s option, not be calculated on a “Pro Forma Basis” or after giving “Pro Forma Effect”. 

“Spin-Off” has the meaning set forth in the preliminary statements hereto. 

“Spin-Off Effective Date” means the effective date of the Spin-Off. 

“Spin-Off Outside Date” has the meaning specified in Section 2.05(b)(ix). 

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

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

“Subordinated Indebtedness” means, with respect to any person, any Indebtedness (whether outstanding on the Closing Date or thereafter
Incurred) which is expressly subordinated in right of payment to the Obligations pursuant to a written agreement. This Agreement will not treat unsecured Indebtedness as Subordinated Indebtedness merely because it is unsecured. 

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

  
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 “Subsidiary Guarantor” means any Restricted Subsidiary that has become a Guarantor. 

 “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate
transactions, commodity swaps, commodity options, forward contracts, future 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, repurchase
agreements, reverse repurchase agreements, sell buy back and buy sell back agreements, and securities lending and borrowing agreements 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. 

“Swingline Borrowing” means a borrowing consisting of Swingline Loans. 

“Swingline Commitment” means, with respect to the Swingline Lender, the commitment of the Swingline Lender to make Swingline Loans
pursuant to Section 2.04. The aggregate amount of the Swingline Commitments on the Closing Date is $10,000,000. 

“Swingline Exposure” means, at any time, the aggregate principal amount of all outstanding Swingline Loans at such time. The Swingline
Exposure of any Revolving Lender at any time will mean its Revolving Percentage of the aggregate Swingline Exposure at such time. 

“Swingline Lender” means Citibank, N.A., in its capacity as a lender of Swingline Loans to the Borrower. 

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

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

“Syndication Agent” means Deutsche Bank Securities Inc., as syndication agent under this Agreement. 

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

  
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 “TARGET Day” means any day on which TARGET2 is open for the settlement of payments in
Euros. 
 “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. 

“Tax Matters Agreement” means an agreement to be entered into in connection with the Spin-Off,
by and between Air Products and the Borrower, that will generally govern the parties’ respective rights, responsibilities and obligations after the distribution with respect to taxes (including taxes arising in the ordinary course of business
and taxes, if any, incurred as a result of any failure of the distribution and certain related transactions to qualify under Sections 355 and certain other relevant provisions of the Code), tax attributes, the preparation and filing of tax
returns, tax elections, tax contests, and certain other tax matters, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with, or as not prohibited by, the terms hereof. 

“Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type (if applicable) and, in the case of Eurocurrency
Rate Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01(a)(i). 
 “Term
Commitment” means, as to each Lender, its obligation to make a Term Loan to the Borrower in an aggregate amount not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Term
Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of the Term
Commitments on the Closing Date is $575,000,000. 
 “Term Lender” means, at any time, any lender that has a Term Commitment
or holds a Term Loan. 
 “Term Loan” means a term loan denominated in Dollars and made by a Lender to the Borrower pursuant to
Section 2.01(a)(i). 
 “Term Loan Exposure” means, as to any Lender as of any date of determination, the outstanding
principal amount of the Term Loans of such Lender; provided, that at any time prior to the making of the Term Loans, the Term Loan Exposure of any Lender shall be equal to such Lender’s Term Commitment. 

“Term Loan Facility” means (a) prior to the funding of the Term Loans on the Closing Date, the Term Commitments and
(b) thereafter, the Term Loans.  
 “Term Note” means a promissory note of the Borrower payable to any Lender or its registered
assigns, in substantially the form of Exhibit B-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Lender resulting from the Term Loans made by such Lender. 

“Test Period” means, at any date of determination, the most recently completed four consecutive fiscal quarters of the Borrower ending
on or prior to such date. 

  
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 “Total Assets” means the Consolidated total assets of the Borrower and its Restricted
Subsidiaries on a Consolidated basis after giving effect to the Transactions, as shown on the most recent Consolidated balance sheet of the Borrower and its Restricted Subsidiaries or, with respect to any determination prior to the first such
delivery, the Pro Forma Balance Sheet. 
 “Total Leverage Ratio” means, with respect to any Test Period, the ratio of
(a) Consolidated Total Debt as of the last day of such Test Period (net of Cash on Hand) to (b) Consolidated EBITDA of the Borrower for such Test Period. 

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

“Total Revolving Outstandings” means the aggregate Outstanding Amount of all Revolving Loans and Swingline Loans plus all outstanding
L/C Obligations. 
 “Total Secured Leverage Ratio” means with respect to any Test Period, the ratio of (a) Consolidated
Total Debt (other than any portion of Consolidated Total Debt that is unsecured) as of the last day of such Test Period (net of Cash on Hand) to (b) Consolidated EBITDA of the Borrower for such Test Period. 

“Transaction Agreements” means the Separation Agreement, the Transition Services Agreement, the Tax Matters Agreement, the Employee
Matters Agreement and the Cross-License Agreement, in each case, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with, or as not prohibited by, the terms hereof.  

“Transaction Expenses” means any charges, fees or expenses (including all legal, accounting, advisory, financing-related or other
transaction-related charges, fees, costs and expenses and any bonuses or success fee payments and amortization or write-offs of debt issuance costs, deferred financing costs, premiums and prepayment penalties) incurred or paid by the Borrower or any
Restricted Subsidiary in connection with the Transactions. 
 “Transactions” means, collectively, (a) the Spin-Off and
the other transactions contemplated thereby, including the entering into of the Transaction Agreements, (b) the entering into of this Agreement and the other Loan Documents and the borrowings hereunder, (c) the issuance of the Senior Notes
and (d) the payment of fees and expenses in connection with the foregoing, in each case, as described in the Information Memorandum. 

“Transformative Acquisition” means any acquisition by the Borrower, any Parent Entity or any Restricted Subsidiary, whether by
purchase, merger or otherwise, of all or substantially all of the assets of, or any business line, unit or division of, any Person or of a majority of the outstanding Capital Stock of any Person that (i) is not permitted by the terms of the
Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, the terms of the Loan Documents would not provide the
Borrower and its Restricted Subsidiaries with adequate flexibility for the continuation or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith. 

  
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 “Transition Services Agreement” means an agreement to be entered into in connection with the
Spin-Off by and between the Borrower and Air Products, which will provide for, among other things, the provision of transitional services, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with, or as not
prohibited by, the terms hereof. 
 “Treasury Capital Stock” has the meaning specified in Section 7.06(b). 

“Type” means, with respect to a Loan denominated in Dollars, its character as a Base Rate Loan or Eurocurrency Rate Loan. 

“UCC” means the Uniform Commercial Code. 

“Undisclosed Administration” means, in relation to a Lender or its parent company, the appointment of an administrator, provisional
liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender is subject to home jurisdiction if the applicable law requires that
such appointment is not to be publicly disclosed. 
 “Uniform Commercial Code” means the Uniform Commercial Code as the same
may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to the creation or perfection of a security interest in any
item or items of Collateral. 
 “United States”, “U.S.” and “US” mean the United States of
America. 
 “Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(i).  

“Unrestricted Subsidiary” means any Subsidiary of the Borrower designated by the board of directors of the Borrower as an Unrestricted
Subsidiary pursuant to Section 6.12 subsequent to the date hereof. 
 “Valuation Date” means (i) the date two
Business Days prior to the making, continuing or converting of any Revolving Loan or the date of issuance or continuation of any Letter of Credit and (ii) any other date designated by the Administrative Agent or L/C Issuer (subject to the
limitations set forth in Section 1.08(b)). 
 “Versum Equity Offering” means a sale of Capital Stock of the Borrower or
any Parent Entity (other than through the issuance of Disqualified Capital Stock or Designated Preferred Stock or through an Excluded Contribution) other than (a) offerings registered on Form S-8 (or any successor form) under the Securities Act
or any similar offering in other jurisdictions or other securities of the Borrower or any Parent Entity and (b) issuances of Capital Stock to any Subsidiary of the Borrower. 

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

  
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 “Weighted Average Yield” means with respect to any loan or note, on any date of determination,
the weighted average yield to maturity, in each case, based on the interest rate applicable to such loan or note on such date and giving effect to any applicable interest rate floor as well as original issue discount and all upfront or similar fees
(which shall be deemed to constitute like amounts of original issue discount) payable by Borrower to all of the lenders or note holders generally with respect to such loan or note in the initial primary syndication thereof (with original issue
discount being equated to interest based on assumed four-year life to maturity), but excluding customary arrangement, structuring, underwriting, amendment, commitment fees or other fees not paid generally to all lenders of such Loans or payable to
the Arrangers (or their affiliates) or other arranger or agent (or their respective affiliates) in connection with such loans or note (and not payable to lenders or note holders generally). 

“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. 

SECTION 1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified
herein or in such other Loan Document: 
 (a) The meanings of defined terms are equally applicable to the singular and plural forms of the
defined terms. 
 (b) (i) The words “herein,” “hereto,” “hereof” and “hereunder” and words of
similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof. 

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

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

(c) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and
including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” 

(d) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the
interpretation of this Agreement or any other Loan Document. 
 (e) All references to “knowledge” or “awareness” of any
Loan Party or a Restricted Subsidiary thereof means the actual knowledge of a Responsible Officer of the Borrower. 

  
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 (f) The words “asset” and “property” shall be construed as having the same
meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. 

(g) All references to any Person shall be constructed to include such Person’s successors and assigns (subject to any restriction on
assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all of the functions thereof. 

SECTION 1.03 Accounting Terms. 

(a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, consistently applied, except as otherwise specifically prescribed herein. 

(b) Notwithstanding anything to the contrary herein (unless expressly stated otherwise), for purposes of determining compliance with any test
contained in this Agreement with respect to any period during which any Specified Transaction occurs, or for which any Specified Transaction is given Pro Forma Effect, Consolidated EBITDA, the Fixed Charge Coverage Ratio, the Total Leverage Ratio,
the Total Secured Leverage Ratio, the First Lien Leverage Ratio and Total Assets shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis in accordance with Section 1.09. 

(c) Where reference is made to “the Borrower and its Restricted Subsidiaries on a consolidated basis” or similar language, such
consolidation shall not include any Subsidiaries of the Borrower other than Restricted Subsidiaries. 
 (d) In the event that any change in
GAAP or the application thereof occurs, and such change results in a change in the method of calculation of financial covenants, standards or terms (collectively, the “Accounting Changes”) in this Agreement, the Borrower and the
Administrative Agent agree to enter into good faith negotiations in order to amend such provisions of this Agreement (including the levels applicable herein to any computation of the Total Leverage Ratio, the Total Secured Leverage Ratio and the
First Lien Leverage Ratio, the Fixed Charge Coverage Ratio and Total Assets) so as to reflect equitably the Accounting Changes with the desired result that the criteria for evaluating the Borrower’s financial condition shall be substantially
the same after such change as if such change had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and
terms in this Agreement shall continue to be calculated or construed in accordance with GAAP or the application thereof prior to such change therein (as determined in good faith by a Responsible Officer of the Borrower) (it being agreed that the
reconciliation between GAAP and GAAP prior to giving effect to such change used in such determination shall be made available to Lenders) as if such change had not occurred. 

SECTION 1.04 Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement (or required to be
satisfied in order for a specific action to 

  
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be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such
ratio or test is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). 

SECTION 1.05 References to Agreements and Laws. Unless otherwise expressly provided herein, (a) references to Organizational
Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements, refinancing, replacements, renewals, restructurings and other
modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements, refinancing, replacements, renewals, restructurings and other modifications are not prohibited by any Loan Document and (b) references to
any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law. 

SECTION 1.06 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time
(daylight or standard, as applicable). 
 SECTION 1.07 Timing of Payment or Performance. When the payment of any obligation or the
performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of “Interest Period” or the definition of
“Maturity Date”) or performance shall extend to the immediately succeeding Business Day and such extension of time shall be reflected in computing interest or fees, as the case may be. 

SECTION 1.08 Exchange Rates; Currency Equivalents Generally. (a) The Administrative Agent shall determine the Exchange Rates as of
each Valuation Date to be used for calculating Alternative Currency Equivalent and Dollar Equivalent amounts of Credit Extensions and amounts outstanding hereunder denominated in Alternative Currencies. Such Exchange Rates shall become effective as
of such Valuation Date and shall be the Exchange Rates employed in converting any amounts between the applicable currencies until the next Valuation Date to occur. Except for purposes of financial statements delivered by the Borrower hereunder or
except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be the Dollar Equivalent of such currency as so determined by the Administrative Agent at the Exchange Rate as
of any Valuation Date. 
 (b) Notwithstanding the foregoing, in the case of Loans and Letters of Credit denominated in an Alternative
Currency, the Administrative Agent may at periodic intervals (no more frequently than monthly, or more frequently during the continuance of an Event of Default) recalculate the aggregate exposure under such Loans and Letters of Credit to account for
fluctuations in the Exchange Rate affecting the Alternative Currency in which any such Loans and/or Letters of Credit are denominated. If, as a result of such recalculation, (i) the Total Revolving Outstandings exceed an amount equal to 105% of
the Revolving Commitments then in effect, the Borrower will prepay Revolving Loans and, if necessary, Cash Collateralize the outstanding amount of Letters of Credit in the amount necessary to eliminate such excess or (ii) the aggregate L/C
Obligations exceeds an amount equal to 105% of the L/C Sublimit, the Borrower will repay Revolving Loans and, if necessary, Cash Collateralize the outstanding amount of Letters of Credit in the amount necessary to eliminate such excess. 

  
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 (c) Whenever in this Agreement in connection with a borrowing, conversion, continuation or
prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such borrowing, Eurocurrency Rate Loan or Letter of Credit
is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 or a unit being rounded upward), as determined by
the Administrative Agent. 
 (d) Notwithstanding the foregoing, for purposes of determining compliance with Article 7 (excluding
Section 7.13) with respect to any amount of cash on deposit, Indebtedness, Investment, Restricted Payment, Lien or Disposition (each, a “Covenant Transaction”) in a currency other than Dollars, (i) no Default or
Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred and (ii) such amount will be converted into Dollars based on the relevant
Exchange Rate in effect on the date such Covenant Transaction occurs and such basket will be measured at the time such Covenant Transaction occurs. 

(e) For purposes of determining compliance under Section 7.13 and the calculation of compliance with any financial ratio for
purposes of taking any action hereunder, amounts denominated in a currency other than Dollars will be converted to Dollars based on the average exchange rate for such currency for the most recent twelve-month period immediately prior to the date of
determination determined in a manner consistent with that used in calculating Consolidated EBITDA for the applicable period. 
 (f) For the
avoidance of doubt, in the case of a Loan denominated in an Alternative Currency, except as expressly provided herein, all interest and fees shall accrue and be payable thereon based on the actual amount outstanding in such Alternative Currency
(without any translation into the Dollar Equivalent thereof). 
 (g) If at any time on or following the Closing Date all of the
Participating Member States that had adopted the Euro as their lawful currency on or prior to the Closing Date cease to have the Euro as their lawful national currency unit, then the Borrower, the Administrative Agent, and the Lenders will negotiate
in good faith to amend the Loan Documents to (a) follow any generally accepted conventions and market practice with respect to redenomination of obligations originally denominated in Euro and (b) otherwise appropriately reflect the change
in currency. 
 (h) If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other
Loan Document in one currency into another currency, the rate of exchange used shall be the Exchange Rate. The obligation of each Loan Party in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the
other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement
Currency”), be discharged only to the extent that 

  
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on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking
procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from such Loan Party in the Agreement Currency, such Loan
Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater
than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to such Loan Party (or to any other Person who may be entitled thereto under applicable law). 

SECTION 1.09 Pro Forma Calculations. 

(a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the First Lien Leverage Ratio, the Total Leverage
Ratio, the Total Secured Leverage Ratio, Total Assets, Consolidated EBITDA and the Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.09; provided that notwithstanding anything to the contrary in
Sections 1.09(b), (c) or (d), (i) when calculating the First Lien Leverage Ratio for purposes of the definition of “Prepayment Percentage” and (ii) determining actual compliance (and not pro forma
compliance or compliance on a Pro Forma Basis) with Section 7.13, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. In addition,
whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most
recently ended Test Period for which internal financial statements of the Borrower are available (as determined in good faith by the Borrower). 

(b) For purposes of calculating any financial ratio or test, Specified Transactions (with any incurrence or repayment of any Indebtedness in
connection therewith to be subject to Section 1.09(d)) that have been made (i) during the applicable Test Period and (ii) if applicable as described in Section 1.09(a), subsequent to such Test Period and prior to or
simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial
definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was
merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this
Section 1.09, then such financial ratio or test shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. 

(c) Whenever pro forma effect is to be given to Consolidated EBITDA with respect to a Specified Transaction, (x) the pro forma
calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions and synergies projected
by the Borrower in good faith to be realizable as a result of specified actions taken, 

  
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committed to be taken or expected (in the good faith determination of the Borrower) to be taken within 18 months of the date thereof, with such cost savings being reasonably identifiable and
factually supportable, calculated on a pro forma basis as though such cost savings, operating expense reductions, operating initiatives, operating changes and synergies had been realized on the first day of such period and as if such cost savings,
operating expense reductions, operating initiatives, operating changes and synergies were realized during the entirety of such period, and (y) “run-rate” means the full recurring benefit for a period that is associated with any action
taken, committed to be taken or are expected (in the good faith determination by the Borrower) to be taken within 18 months (including any reasonably identifiable and factually supportable savings expected to result from the elimination of a public
target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, in each case, subject to the limitations set forth in and consistent with the definition of
“Consolidated EBITDA”; provided that, the aggregate amount for all such cost savings, together with the costs savings included in the calculation of Consolidated EBITDA pursuant to clause (m) thereof, shall not exceed 20% of
Consolidated EBITDA for such period prior to giving effect to the inclusion of such cost savings. 
 (d) In the event that the Borrower or
any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of any financial ratio or test (in each case, other
than Indebtedness incurred or repaid under any revolving credit facility), (i) during the applicable Test Period or (ii) subject to Section 1.09(a) subsequent to the end of the applicable Test Period and prior to or
simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same
had occurred on the last day of the applicable Test Period. 
 (e) If any Indebtedness bears a floating rate of interest and is being given
pro forma effect for the purposes of determining the Fixed Charge Coverage Ratio, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking
into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be
the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed with a Pro Forma Basis shall be
computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon
a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower may designate.

 SECTION 1.10 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be
deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any L/C Document related thereto,
provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of 

  
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Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in
effect at such time. 
 SECTION 1.11 Certifications. All certifications to be made hereunder by an officer or representative of a
Loan Party shall be made by such person in his or her capacity solely as an officer or a representative of such Loan Party, on such Loan Party’s behalf and not in such Person’s individual capacity. 

SECTION 1.12 Compliance with Article 7. In the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon
application of all or a portion of the proceeds thereof), Disposition, Restricted Payment, Affiliate Transaction, Contractual Obligation or prepayment of Indebtedness meets the criteria of one or more than one of the categories of transactions then
permitted pursuant to any clause of such Sections in Article 7, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses as determined by the Borrower in its sole discretion. 

SECTION 1.13 Limited Condition Transactions. For purposes of (i) determining compliance with any provision in this Agreement which
requires the calculation of the Total Secured Leverage Ratio, Fixed Charge Coverage Ratio, Total Leverage Ratio or First Lien Leverage Ratio, (ii) determining compliance with representations, warranties, Defaults or Events of Default or
(iii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets) (including, in each case, with respect to the incurrence of Indebtedness under Section 2.14), in each
case, in connection with a Limited Condition Transaction, at the irrevocable option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCA Election”), the
date of determination of whether any such Limited Condition Transaction is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCA Test Date”),
and if, after giving Pro Forma Effect to the Limited Condition Transaction and any Limited Condition Financing (and the use of proceeds thereof) and the other transactions to be entered into in connection therewith as if they had occurred at the
beginning of the most recent Test Period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied
with. The Borrower shall make the LCA Election on or prior to the LCA Test Date. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the
LCA Test Date (including with respect to the incurrence of any Indebtedness) are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations of the Person acquired in respect of any Limited Condition Transaction)
at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Transaction,
then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (1) the date on which such Limited Condition Transaction is consummated or (2) the date that
the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition
Transaction and any Limited 

  
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Condition Financing (and the use of proceeds thereof) and other transactions in connection therewith (but not for purposes of calculating the financial covenant set forth in
Section 7.13) have been consummated. 
 ARTICLE 2. 

THE COMMITMENTS AND CREDIT EXTENSIONS 

SECTION 2.01 The Loans. 

(a) The Term Borrowings. 

(i) Subject to the terms and express conditions set forth herein, each Lender severally agrees to make on the Closing Date a
Term Loan to the Borrower in an amount equal to such Lender’s Term Commitment. The Borrower may make only one borrowing under the Term Commitments which shall be on the Closing Date. Each Lender’s Term Commitments shall terminate
immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Term Commitments on such date. 

(ii) Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be
Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. Subject to Sections 2.05(b) and 2.07(a), all amounts owed hereunder with respect to the Term Loans shall be paid in full no later than the Maturity Date for the
Term Loan Facility. 
 (b) The Revolving Borrowings. 

(i) Subject to the terms and express conditions set forth herein, each Revolving Lender severally agrees to make loans to the
Borrower denominated in Dollars or in an Approved Currency in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Commitment (each such loan by any Revolving Lender, a “Revolving
Loan” and collectively, the “Revolving Loans”) from time to time, on any Business Day during the Revolving Availability Period; provided that, after giving effect to the making of any Revolving Loans, in no event
shall the Total Revolving Outstandings exceed the Revolving Commitments then in effect. 
 (ii) Within the limits of each
Revolving Lender’s Revolving Commitment, and subject to the other terms and express conditions hereof, the Borrower may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this
Section 2.01(b), in each case without premium or penalty. Revolving Loans denominated in Dollars may be Base Rate Loans or Eurocurrency Rate Loans, and Revolving Loans denominated in an Approved Currency shall be Eurocurrency Rate Loans,
in each case as further provided herein; provided that all Revolving Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Loans of the same Type.
Each Lender’s Revolving Commitments shall expire on the Maturity Date for the Revolving Facility, and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in
full no later than such date. 

  
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 (iii) Each Lender may, at its option, make any Revolving Loans by causing any
domestic or foreign branch or Affiliate of such Lender to make such Revolving Loans; provided that any exercise of such option shall not affect in any manner the obligation of the Borrower to repay such Revolving Loans in accordance with the
terms of this Agreement. 
 SECTION 2.02 Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each
Revolving Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other and each continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable (except as provided in Section 3.02,
Section 3.03 and Section 3.04 herein) written notice to the Administrative Agent. Each such notice must be received by the Administrative Agent (x) with respect to any Borrowing on the Closing Date, not later than 11:00
a.m. on the date that is (i) three (3) Business Days before the Closing Date for any Dollar-denominated Borrowing of Eurocurrency Rate Loans, (ii) four (4) Business Days before the Closing Date for any Borrowing of Eurocurrency
Rate Loans denominated in an Alternative Currency or (iii) one (1) Business Day before the Closing Date for any Borrowing of Base Rate Loans, (y) with respect to any Borrowing following the Closing Date, (i) not later than 11:00
a.m. on the date that is three (3) Business Days prior to the requested date of any Dollar-denominated Borrowing of Eurocurrency Rate Loans, (ii) not later than 11:00 a.m. on the date that is four (4) Business Days prior to the
requested date of any Borrowing of Eurocurrency Rate Loans denominated in an Alternative Currency or (iii) not later than noon on the date of any Borrowing of Base Rate Loans, and (z) with respect to any continuation or conversion of Loans
after the Closing Date, not later than 11:00 a.m. on the date that is three (3) Business Days prior to the requested date of any continuation of Eurocurrency Rate Loans or any conversion of Loans from one Type to the other; provided,
however, that if the Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be
received by the Administrative Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate
Lenders of such request and determine whether the requested Interest Period is agreed to by all of them. Not later than 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent
shall notify the Borrower whether or not the requested Interest Period is agreed to by all the Lenders. Each notice by the Borrower pursuant to this Section 2.02(a) shall consist of delivery to the Administrative Agent of a written
Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple
of $500,000 in excess thereof. Except as provided in Section 2.03(c)(i), 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 Committed Loan
Notice (other than as specified in Section 2.04 in connection with Swingline Loans) shall specify (i) whether the Borrower is requesting a Borrowing (and the Class of Borrowing being requested), a conversion of Term Loans or
Revolving Loans from one Type to the other or a continuation of Eurocurrency Rate Loans, (ii) in the case of a Revolving Borrowing, the Approved Currency for the requested Borrowing, (iii) the requested date of the Borrowing,


  
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conversion or continuation, as the case may be (which shall be a Business Day), (iv) the principal amount of Loans to be borrowed, converted or continued, (v) in the case of Loans in
Dollars, the Type of Loans to be borrowed or to which existing Term Loans or Revolving Loans are to be converted, (vi) if applicable, the duration of the Interest Period with respect thereto and (vii) the account of the Borrower to be
credited with the proceeds of such Borrowing. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice with respect to a Borrowing in Dollars or fails to give a timely notice requesting a conversion or continuation with respect to
a Borrowing in Dollars, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the
applicable Eurocurrency Rate Loans. If the Borrower fails to give a timely notice requesting a conversion or continuation with respect to a Borrowing in an Alternative Currency, then it will be deemed to have requested a conversion or continuation
for an Interest Period of one (1) month. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period (or fails to give a timely
notice requesting a continuation of Eurocurrency Rate Loans), it will be deemed to have specified an Interest Period of one (1) month. 

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its
Pro Rata Share of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or
continuation described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s
Principal Office not later than 11:00 a.m. on the Business Day specified in the applicable Committed Loan Notice (or 3:00 pm in the case of any Borrowing in Base Rate for which the Committed Loan Notice was delivered on the same day as such
Borrowing); provided that Swingline Loans will be made as provided in Section 2.04. Upon satisfaction or waiver of the applicable conditions set forth in Section 4.02 (or, if such Borrowing is the initial Credit
Extension, Sections 4.01 and 4.02), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds in accordance with
instructions provided to the Administrative Agent by the Borrower. 
 (c) Except as otherwise provided herein, a Eurocurrency Rate Loan may
be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan unless the Borrower pays the amount due, if any, under Section 3.04 in connection therewith. During the continuance of an Event of
Default, the Required Lenders may require that no Loans may be converted to or continued as Eurocurrency Rate Loans. 
 (d) The
Administrative Agent shall promptly notify the Borrower and the Appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Adjusted
Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Appropriate Lenders of any change in the
Prime Rate used in determining the Base Rate promptly following the determination of such change. 

  
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 (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 twenty (20) Interest Periods in effect plus up to three (3) additional Interest Periods in respect of each Additional Facility. 

(f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation,
if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing. 

(g) For the avoidance of doubt, no conversion or continuation of any Loan pursuant to this Section shall affect the currency in which such
Loan is denominated prior to any such conversion or continuation and each such Loan shall remain outstanding denominated in the currency originally issued. 

SECTION 2.03 Letters of Credit. 

(a) The Letter of Credit Commitments. 

(i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Revolving
Lenders set forth in this Section 2.03, (1) from time to time on any Business Day from the Closing Date until the L/C Expiration Date, to issue Letters of Credit for the account of the Borrower or any Subsidiary of the Borrower
(provided that the Borrower hereby irrevocably agrees to be bound jointly and severally to reimburse the applicable L/C Issuer for amounts drawn on any Letter of Credit issued for the account of any Subsidiary) and to amend, renew or extend Letters
of Credit previously issued by it, in accordance with paragraph (b) of this Section, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in such Letters of Credit and any
drawings thereunder; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension, and no Revolving Lender shall be obligated to participate in any Letter of Credit, if, as of the date of such L/C Credit Extension,
(w) the Total Revolving Outstandings would exceed the Revolving Commitments then in effect, (x) the sum of the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Lender’s Revolving Percentage of all
outstanding L/C Obligations and Swingline Loans would exceed such Lender’s Revolving Commitment, (y) the outstanding amount of all L/C Obligations would exceed the L/C Sublimit or (z) the outstanding amount of the L/C Obligations with
respect to Letters of Credit issued by such L/C Issuer would exceed its L/C Commitment. Letters of Credit shall constitute utilization of the Revolving Commitments. 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. 
 (ii) Reserved. 

  
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 (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit
if: 
 (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain
such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit
or direct that such L/C Issuer refrain from the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital
requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such
L/C Issuer in good faith deems material to it; 
 (B) the issuance of such Letter of Credit would violate one or more
policies of such L/C Issuer applicable to letters of credit generally; 
 (C) except as otherwise agreed by the
Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $10,000; 
 (D) if
such Letter of Credit is to be denominated in a currency other than an Approved Currency; 
 (E) any Revolving Lender of the
applicable Class is at such time a Defaulting Lender, nor shall any L/C Issuer be under any obligation to extend, renew or amend existing Letters of Credit, unless such L/C Issuer has entered into arrangements, including reallocation of such
Lender’s Pro Rata Share of the applicable outstanding L/C Obligations pursuant to Section 2.18(a)(iv) or the delivery of Cash Collateral, with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential
Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to such Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations as to which such L/C
Issuer has actual or potential Fronting Exposure; or 
 (F) such Letter of Credit is not a standby letter of credit or,
subject to the ability of such L/C Issuer to issue such a Letter of Credit, a commercial letter of credit. 
 (iv) No L/C
Issuer shall be under any obligation to amend or extend any Letter of Credit if (A) such 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
such Letter of Credit does not accept the proposed amendment thereto. 
 (v) Each Letter of Credit shall expire at or prior
to the close of business on the earlier of (A)(1) if a standby Letter of Credit, the date twelve months after the date of issuance of such Letter of Credit (or, in the case of any Auto-Renewal Letter of Credit,


  
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twelve months (or such longer period as may be agreed to by the applicable L/C Issuer) after the then current expiration date of such Letter of Credit) or (2) if a trade or commercial Letter
of Credit, the date nine months after the date of issuance of such Letter of Credit and (B) the L/C Expiration Date. 

(vi) The aggregate L/C Commitments of all the L/C Issuers shall be less than or equal to the L/C Sublimit at all times. 

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit. (i) Each Letter of Credit shall be
issued or amended, as the case may be, upon the request of the Borrower delivered to the applicable L/C Issuer (with a copy to the Administrative Agent) in the form of an L/C Application, appropriately completed and signed by a Responsible Officer
of the Borrower. Such L/C Application must be received by the applicable L/C Issuer and the Administrative Agent not later than 1:00 p.m. at least three (3) Business Days (or such shorter period as such L/C Issuer and the Administrative Agent
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 L/C Application shall specify in
form and detail reasonably satisfactory to the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof and the Approved Currency thereof; (C) the
expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such
beneficiary in case of any drawing thereunder; and (G) such other matters as the applicable L/C Issuer may reasonably request. In the case of a request for an amendment of any outstanding Letter of Credit, such L/C Application shall specify in
form and detail reasonably satisfactory to the applicable L/C Issuer: (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); and (3) the nature of the proposed amendment.
Additionally, the Borrower shall furnish to the applicable L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any L/C Documents, as such L/C
Issuer or the Administrative Agent may reasonably require. 
 (ii) Promptly after receipt of any L/C Application, the
applicable L/C Issuer will confirm with the Administrative Agent that the Administrative Agent has received a copy of such L/C Application from the Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Upon
receipt by such L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions set forth herein, such L/C Issuer shall, on
the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be. Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a participation in such Letter of Credit in an amount equal to such Lender’s Revolving Percentage of the amount of such Letter of Credit. 

(iii) If the Borrower so requests in any applicable L/C Application, the applicable L/C Issuer shall agree to issue a standby
Letter of Credit that has automatic 

  
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renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit shall permit such L/C Issuer to prevent any such
renewal at least once in each twelve-month period (or such longer period as may be reasonably agreed to by the applicable L/C Issuer) (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof
not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be mutually agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the Borrower shall
not be required to make a specific request to such L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Revolving Lenders of the applicable Class shall be deemed to have authorized (but may not require) the
applicable L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than the L/C Expiration Date; provided, however, that such L/C Issuer shall not (x) permit any such renewal if
(A) such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of
Section 2.03(a)(iii) or otherwise) or (B) it has received notice on or before the day that is seven Business Days before the Nonrenewal Notice Date from the Administrative Agent that the Required Revolving Lenders have elected not
to permit such renewal or (y) be obligated to permit such renewal if it has received notice on or before the day that is seven Business Days before the Nonrenewal Notice Date from the Administrative Agent, any Revolving Lender or the Borrower
that one or more of the applicable conditions set forth in Section 4.02 is not then satisfied or waived, and in each such case directing such L/C Issuer not to permit such renewal. 

(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 applicable 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 a drawing under such Letter of Credit, the applicable L/C Issuer shall notify the Borrower and the Administrative Agent thereof, and such L/C Issuer shall, within a reasonable time following its receipt thereof, examine all documents
purporting to represent a demand for payment under such Letter of Credit. If such L/C Issuer notifies the Borrower in writing of any payment by such L/C Issuer under a Letter of Credit prior to 3:00 p.m. on the date of such payment, the Borrower
shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on the next succeeding Business Day; provided that if such notice is not provided to the Borrower prior to 3:00 p.m. on such payment
date, then the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on the second succeeding Business Day, and such extension of time shall be reflected in computing fees in
respect of such Letter of Credit. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Lender of such payment date, the amount of the unreimbursed drawing (the
“Unreimbursed Amount”) and the amount of such Lender’s Revolving Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans (in the case of any Unreimbursed Amount
in respect of a Letter of Credit denominated in Dollars) or Eurocurrency Rate Loans 

  
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with a period of one month (in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in Dollars or in an Alternative Currency) to be disbursed on such payment date in
an amount equal to such Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans or Eurocurrency Rate Loans, as applicable. Any notice given by an L/C Issuer
or the Administrative Agent pursuant to this clause (i) must be in writing. 
 (ii) Each Revolving Lender of the
applicable Class (including each Revolving Lender acting as an L/C Issuer) shall upon any notice pursuant to paragraph (c)(i) of this Section make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for
the account of the applicable L/C Issuer at the Administrative Agent’s Principal Office in an amount equal to its Revolving Percentage of the relevant Unreimbursed Amount not later than 3:00 p.m. on the Business Day specified in such notice by
the Administrative Agent (or, in the case of a Letter of Credit denominated in an Alternative Currency, not later than 11:00 a.m. on the date that is three Business Days following receipt of such notice), whereupon, subject to the provisions of
paragraph (c)(iii) of this Section, each Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Loan (or, in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in Dollars or in an
Alternative Currency, a Eurocurrency Rate Roan with an interest period of one month) to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable L/C Issuer in accordance with the instructions provided
to the Administrative Agent by such L/C Issuer (which instructions may include standing payment instructions, which may be updated from time to time by such L/C Issuer, provided that, unless the Administrative Agent shall otherwise agree, any such
update shall not take effect until the Business Day immediately following the date on which such update is provided to the Administrative Agent). 

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing because the conditions set
forth in Section 4.02 are not satisfied or waived or for any other reason, the Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced,
which L/C Borrowing shall be due and payable on written demand (together with interest) and shall bear interest at the Default Rate then applicable to Base Rate Loans or Eurocurrency Rate Loans with an interest period of one month under the
Revolving Facility, as applicable. In such event, each Revolving Lender’s payment to the Administrative Agent for the account of the applicable L/C Issuer pursuant to paragraph (c)(i) of this Section 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. 

(iv) Until each Revolving Lender funds its Revolving Loan or L/C Advance to reimburse the applicable L/C Issuer for any amount
drawn under any Letter of Credit, interest in respect of such Lender’s Revolving Percentage of such amount shall be solely for the account of such L/C Issuer. 

  
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 (v) Each Revolving Lender’s obligation to make Revolving Loans or L/C
Advances to reimburse the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this paragraph (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 such L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or Event of Default; or (C) any
other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans pursuant to this paragraph (c) is subject to the satisfaction or waiver of the
conditions set forth in Section 4.02. No such funding of a participation in any Letter of Credit shall relieve or otherwise impair the obligation of the Borrower to reimburse the applicable L/C Issuer for the amount of any payment made
by such L/C Issuer under such Letter of Credit, together with interest as provided herein. 
 (vi) If any Revolving Lender
fails to make available to the Administrative Agent for the account of the applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this paragraph (c) by the time specified in paragraph
(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the
date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Effective Rate from time to time in effect and a rate determined by such L/C
Issuer in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. If such Lender pays such amount (with
interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving 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 applicable
L/C Issuer submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error. 

(d) Repayment of Participations. (i) If, at any time after an L/C Issuer has made payment in respect of any drawing under any
Letter of Credit issued by it and has received from any Revolving Lender its L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of such L/C Issuer any payment
in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such
Lender its Revolving Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in like funds as received by the Administrative Agent. 

(ii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to
Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Lender of the
applicable Class 

  
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shall pay to the Administrative Agent for the account of such L/C Issuer its Revolving 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 Effective Rate from time to time in effect. The obligations of the Revolving Lenders under this clause (ii) 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
applicable 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 or any term or provision
thereof, any Loan Document, or any other agreement or instrument relating thereto; 
 (ii) the existence of any claim,
counterclaim, setoff, defense or other right that the Borrower 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 applicable
L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; 

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

(iv) any payment by the applicable L/C Issuer under such Letter of Credit against presentation of a draft or certificate that
does not comply strictly with the terms of such Letter of Credit; or any payment made by the applicable 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 arising in connection with any proceeding under any Debtor Relief Law; 

(v) any exchange, release or nonperfection of any collateral, or any release or amendment or waiver of or consent to departure
from any guarantee, for all or any of the Obligations of the Borrower in respect of such Letter of Credit; or 
 (vi) any
other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower (other than the defense of payment
or performance); 

  
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 provided that the foregoing in clauses (i) through (vi) shall not excuse any L/C
Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that are caused
by such L/C Issuer’s (or its Related Parties’) gross negligence, bad faith, material breach or willful misconduct, in each case, as determined in a final and non-appealable judgment by a court of competent jurisdiction when determining
whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. 
 (f) Role of L/C Issuer. Each
Revolving Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable 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 document or the authority of the Person executing or delivering any document. None of the applicable L/C Issuer, any Agent-Related Person nor any of
the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Required Lenders;
(ii) any action taken or omitted in the absence of gross negligence or willful misconduct as finally determined by a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or
instrument related to any Letter of Credit or L/C Application. The Borrower hereby assumes all risks of the acts of omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not
intended to, and shall not, preclude the Borrower 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 applicable L/C Issuer, any Agent-Related Person nor any of
the respective correspondents, participants or assignees of such L/C Issuer shall be liable or responsible for any of the matters described in Section 2.03(e); provided that, notwithstanding anything in such clauses to the contrary, the
Borrower may have a claim against such L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct (as opposed to indirect, special, punitive, consequential or exemplary) damages suffered by
the Borrower which a court of competent jurisdiction determines in a final nonappealable judgment were caused by such L/C Issuer’s (or its Related Parties’) gross negligence, bad faith, material breach or willful misconduct or such L/C
Issuer’s (or its Related Parties’) willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions
of a Letter of Credit. In furtherance and not in limitation of the foregoing, the applicable 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 such 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. 
 (g) Applicability of ISP98 and
UCP. Unless otherwise expressly agreed by the applicable L/C Issuer and the Borrower when a Letter of Credit is issued, the rules of the “International Standby Practices 1998” published by the Institute of International Banking
Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each Letter of Credit. 

  
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 (h) Conflict with L/C Application. In the event of any conflict between the terms of this
Agreement and the terms of any L/C Application, the terms hereof shall control. 
 (i) Reporting. Not later than the third Business
Day following the last day of each month (or at such other intervals as the Administrative Agent and the applicable L/C Issuer shall agree), each L/C Issuer shall provide to the Administrative Agent a schedule of the Letters of Credit issued by it,
in form and substance reasonably satisfactory to the Administrative Agent, showing the date of issuance of each Letter of Credit, the account party, the original face amount (if any), the expiration date, and the reference number of any Letter of
Credit outstanding at any time during such month, and showing the aggregate amount (if any) payable by the Borrower to such L/C Issuer during such month. 

(j) Provisions Related to Extended Revolving Commitments. If the L/C Expiration Date in respect of any Expiring Credit Commitment
occurs prior to the expiry date of any Letter of Credit, then (i) if one or more other Non-Expiring Credit Commitments in respect of which the L/C Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to
the extent such Letters of Credit could have been issued under such other tranches, automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make
Revolving Loans and payments in respect thereof pursuant to Sections 2.03(c) and (d)) under (and ratably participated in by Lenders pursuant to) the Non-Expiring Credit Commitments up to an aggregate amount not to exceed the
aggregate principal amount of the unutilized Non-Expiring Credit Commitments at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to
immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit. At all times following the Maturity Date of any Expiring Credit Commitment, the sublimit for Letters of Credit shall in no event exceed
the aggregate principal amount of Non-Expiring Credit Commitments then outstanding. 
 (k) Replacement of L/C Issuer. Any L/C Issuer
may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced L/C Issuer and the successor L/C Issuer. The Administrative Agent shall notify the Lenders of any such replacement of an L/C Issuer. At the
time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced L/C Issuer pursuant to Section 2.09(c). From and after the effective date of any such replacement,
(x) the successor L/C Issuer shall have all the rights and obligations of the replaced L/C Issuer under this Agreement with respect to Letters of Credit to be issued thereafter and (y) references herein to the term “L/C Issuer”
shall be deemed to refer to such successor or to any previous L/C Issuer, or to such successor and all previous L/C Issuers, as the context shall require. After the replacement of an L/C Issuer hereunder, the replaced L/C Issuer shall remain a party
hereto and shall continue to have all the rights and obligations of an L/C Issuer under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit or amend
or extend any outstanding Letter of Credit issued by it. 
 (l) Resignation of L/C Issuer. Any L/C Issuer may resign as an L/C Issuer
at any time upon thirty (30) days’ prior written notice to the Administrative Agent and the Borrower, in which case, such L/C Issuer may be replaced in accordance with Section 2.03(k) above. 

  
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 SECTION 2.04 Swingline Loans. 

(a) Subject to the terms and express conditions set forth herein, the Swingline Lender agrees to make swingline loans to the Borrower
denominated in Dollars (the “Swingline Loans”) from time to time, on any Business Day, during the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in
(x) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment or (y) the Total Revolving Outstandings exceeding the Aggregate Revolving Commitments; provided that the Swingline Lender will not
be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing; provided further that the Swingline Lender will not be required to make Swingline Loans in a currency other than Dollars. Within the foregoing limits and
subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. 
 (b) Each
Swingline Borrowing shall be made upon the Borrower’s irrevocable written notice to the Administrative Agent and the Swingline Lender not later than 12:00 p.m. on the day of a proposed Swingline Borrowing. Each notice by the Borrower pursuant
to this Section 2.04(b) shall consist of delivery to the Administrative Agent and the Swingline Lender of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Swingline
Borrowing shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such Committed Loan Notice in connection with a Swingline Borrowing shall specify the requested date (which will be a Business Day)
and amount of the Swingline Borrowing. The Swingline Lender will consult with the Administrative Agent as to whether the making of the Swingline Loan is in accordance with the terms of this Agreement prior to the Swingline Lender funding such
Swingline Loan. The Swingline Lender will make each Swingline Loan on the proposed date thereof by wire transfer of immediately available funds by 5:00 p.m., to the account of the Borrower; provided that the Swingline Lender will not be
obligated to make any Swingline Loan at any time when any Revolving Lender is at such time a Defaulting Lender, unless the Swingline Lender (i) is satisfied in its reasonable discretion that the related exposure will be 100% covered by the
Commitments of the non-Defaulting Lenders pursuant to Section 2.18(a)(iv) or (ii) has otherwise entered into satisfactory arrangements with the Borrower or such Revolving Lender to eliminate the Swingline Lender’s risk with
respect to such Revolving Lender. 
 (c) 

(i) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., on any Business Day require the
Revolving Lenders to acquire participations by 2:00 p.m. on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice will specify the aggregate amount of such Swingline Loans in which the Revolving Lenders
will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Lender, specifying in such notice such Revolving Lender’s Revolving Percentage of such Swingline Loans. Each
Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the Swingline Lender, such Revolving Lender’s Revolving Percentage of such Swingline
Loans. Each Revolving Lender acknowledges and agrees that its respective 

  
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obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and will not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or an Event of Default or reduction or termination of the Commitments, and that each such payment will be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender will comply with
its obligation under this paragraph by acquiring its participation in such Swingline Loans by wire transfer of immediately available funds not later than 2:00 p.m. on the date it receives notice from the Administrative Agent thereof. The
Administrative Agent shall remit the funds so received to the Swingline Lender in accordance with the instructions provided to the Administrative Agent by the Swingline Lender (which instructions may include standing payment instructions, which may
be updated from time to time by the Swingline Lender, provided that, unless the Administrative Agent shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided
to the Administrative Agent). 
 (ii) The Administrative Agent will notify the Borrower of any participations in any
Swingline Loan acquired pursuant to paragraph (c)(i), and thereafter payments in respect of such Swingline Loan will be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower
(or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein will be promptly remitted to the Administrative Agent and any such amounts received
by the Administrative Agent will be promptly remitted by the Administrative Agent to the Revolving Lenders that made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such
payment so remitted will be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan
pursuant to paragraph (c)(i) will not relieve the Borrower of any default in the payment thereof.  
 (d) If the Maturity Date
in respect of any tranche of Revolving Commitments occurs at a time when Extended Revolving Commitments are in effect, then (i) on such Maturity Date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be
no adjustment to the participations in such Swingline Loans as a result of the occurrence of such Maturity Date) or refinanced with a borrowing of Extended Revolving Loans; provided that, if on the occurrence of such Maturity Date (after
giving effect to any repayments of Revolving Loans), there shall exist sufficient unutilized Extended Revolving Commitments so that the respective outstanding Swingline Loans could be incurred pursuant to the Extended Revolving Commitments which
will remain in effect after the occurrence of such Maturity Date, then there shall be an automatic adjustment on such date of the participations in such Swingline Loans and the same shall be deemed to have been incurred solely pursuant to the
Extended Revolving Commitments and such Swingline Loans shall not be so required to be repaid in full on such Maturity Date. 
 (e)
The Swingline Lender may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Swingline Lender and the successor Swingline Lender. The Administrative Agent shall notify the Lenders of any such
replacement 

  
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of a Swingline Lender. At the time any such replacement shall become effective, the Borrower shall pay all unpaid interest accrued for the account of the replaced Swingline Lender. From and after
the effective date of any such replacement, (x) the successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans made thereafter and
(y) references herein to the term “Swingline Lender” shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the context shall require. After the
replacement of a Swingline Lender hereunder, the replaced Swingline Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Swingline Lender under this Agreement with respect to Swingline Loans made by it
prior to its replacement, but shall not be required to make additional Swingline Loans. 
 (f) Subject to the appointment and acceptance of
a successor Swingline Lender, any Swingline Lender may resign as a Swingline Lender at any time upon thirty days’ prior written notice to the Administrative Agent, the Borrower and the Lenders, in which case, such Swingline Lender shall be
replaced in accordance with Section 2.04(e) above. 
 SECTION 2.05 Prepayments. (a) Optional. (i) The
Borrower may, upon delivery of a Prepayment Notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans, in each case, in whole or in part without premium or penalty (but subject to Section 2.09(d));
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 Eurocurrency Rate Loans or (2) one Business Day prior to
any date of prepayment of Base Rate Loans; (B) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, if less, the entire principal amount thereof then
outstanding and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such Prepayment Notice
shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such
Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, unless rescinded as set forth in clause (iii) hereof, 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 Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.04. Each prepayment of any
Loans pursuant to this Section 2.05(a) shall be applied to such Loans and in such order of maturity of principal installments as the Borrower may direct in its sole discretion; provided that, in the event the Borrower fails to
specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied, first, to repay outstanding Revolving Loans on a pro rata basis across Classes and pro rata among Lenders within each Class until paid in full,
and second, to prepay the Term Loans on a pro rata basis across Classes and pro rata among Lenders within each Class in accordance with the respective outstanding principal amounts thereof (which prepayments shall be applied to the scheduled
installments of principal in direct order of maturity). Each prepayment made by the Borrower shall be paid to the Administrative Agent for the account of (and to be promptly disbursed to) the Lenders in accordance with their respective Pro Rata
Shares. 

  
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 (ii) Reserved. 

(iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment
under Section 2.05(a)(i) if such prepayment would have resulted from a refinancing of all or a portion of the Term Loan Facility or Revolving Facility or the occurrence of any other event, which refinancing or event shall not be
consummated or shall otherwise be delayed. 
 (iv) Notwithstanding anything in this Agreement (including but not limited to
Sections 2.07 and 2.13 (which provisions shall not be applicable to this Section 2.05(a)(iv))) or in any other Loan Document to the contrary, so long as a Responsible Officer of the Borrower has delivered a certificate
confirming that (A) no Event of Default has occurred and is continuing or would result therefrom and (B) no proceeds of Revolving Loans are used therefor, the Loan Parties and their Subsidiaries may prepay the outstanding Term Loans (which
shall, for the avoidance of doubt, be automatically and permanently cancelled immediately upon acquisition by the Borrower), or the Loan Parties or any of their Subsidiaries may purchase such outstanding Term Loans and immediately cancel them, on
the following basis: 
 (A) Any Loan Party or any of its Subsidiaries shall have the right to make a voluntary
prepayment of Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the
“Discounted Loan Prepayment”), in each case made in accordance with this Section 2.05(a)(iv). 

(B) (1) Any Loan Party or any of its Subsidiaries may from time to time offer to make a Discounted Loan Prepayment by
providing the Auction Agent five (5) Business Days’ notice substantially in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of
the Loan Party or such Subsidiary, to (x) each Lender and/or (y) each Lender with respect to any Class of Loans on an individual Class basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the
“Specified Discount Prepayment Amount”) with respect to each applicable Class, the Class or Classes of Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Loans
to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different Classes of Loans and, in such event, each such offer will be treated as a separate offer
pursuant to the terms of this Section), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) subject to subsection
(K) below, each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Lender with a copy of such Specified Discount Prepayment Notice and a form of the
Specified Discount Prepayment Response to be completed and returned by each such Lender to the Auction Agent (or its delegate) by no later  

  
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than 5:00 p.m. on the third Business Day after the date of delivery of such notice to such Lenders (which date may be extended upon notice by the applicable Loan Party or the Subsidiary to
the Auction Agent) (the “Specified Discount Prepayment Response Date”). 
 (2) Each Lender
receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Loans at the Specified Discount and,
if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the Classes of such Lender’s Loans to be prepaid at such offered discount. Each acceptance of a Discounted Loan Prepayment by a Discount
Prepayment Accepting Lender shall be irrevocable. Any Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the
applicable Borrower Offer of Specified Discount Prepayment. 
 (3) If there is at least one Discount Prepayment
Accepting Lender, the relevant Loan Party or Subsidiary will make a prepayment of outstanding Loans pursuant to this paragraph (B) to each Discount Prepayment Accepting Lender on the Discounted Prepayment Effective Date in accordance with the
respective outstanding amount and Classes of Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to subsection (2) above; provided that, if the aggregate principal amount of Loans accepted
for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts
accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (with the consent of such Loan Party or such Subsidiary and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will
calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three (3) Business Days following the Specified Discount Prepayment Response Date, notify (I) the
relevant Loan Party or Subsidiary of the respective Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Loan Prepayment and the Classes to be prepaid, (II) each Lender
of the Discounted Prepayment Effective Date, and the aggregate principal amount and the Classes of Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if
any, and confirmation of the principal amount, Class and Type of Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Loan Party and
such Lenders shall be conclusive and 

  
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binding for all purposes absent manifest error. The payment amount specified in such notice to the Loan Party or Subsidiary shall be due and payable by such Loan Party on the Discounted
Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (K) below). 

(C) (1) Any Loan Party or any of its Subsidiaries may from time to time solicit Discount Range Prepayment Offers by
providing the Auction Agent with 5 Business Days’ notice in the form of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of such Loan Party or such
Subsidiary, to (x) each Lender and/or (y) each Lender with respect to any Class of Loans on an individual Class basis, (II) any such notice shall specify the maximum aggregate principal amount of the relevant Loans (the “Discount
Range Prepayment Amount”), the Class or Classes of Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Loans with respect to each
relevant Class of Loans willing to be prepaid by such Loan Party or such Subsidiary (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be offered with respect to different Classes of Loans and, in such
event, each such offer will be treated as separate offer pursuant to the terms of this Section), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof
and (IV) subject to subsection (K) below, each such solicitation by any Loan Party or any of its Subsidiaries shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each
Appropriate Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the third Business
Day after the date of delivery of such notice to such Lenders (which date may be extended by notice from the Loan Party or Subsidiary to the Auction Agent) (the “Discount Range Prepayment Response Date”). Each Lender’s Discount
Range Prepayment Offer shall be irrevocable and shall specify one or more (but no more than three for any Lender) discounts to par within the Discount Range (the “Submitted Discount”) at which such Lender is willing to allow
prepayment of any or all of its then outstanding Loans of the applicable Class or Classes and the maximum aggregate principal amount and Classes of such Lender’s Loans (the “Submitted Amount”) such Lender is willing to have
prepaid at the Submitted Discount. Any Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Loan Prepayment of any of
its Loans at any discount to their par value within the Discount Range. 
 (2) The Auction Agent shall review all
Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment Response Date and shall determine (with the consent of such Loan Party or such Subsidiary and subject to rounding requirements of the


  
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Auction Agent made in its sole reasonable discretion) the Applicable Discount and Loans to be prepaid at such Applicable Discount in accordance with this subsection (C). The
relevant Loan Party or Subsidiary agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by Auction Agent within the Discount Range by the Discount Range Prepayment Response Date, in the order
from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted
Discount that is the smallest discount to par within the Discount Range being referred to as the “Applicable Discount”) which yields a Discounted Loan Prepayment in an aggregate principal amount equal to the lower of (I) the
Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be
deemed to have irrevocably consented to prepayment of Loans equal to its Submitted Amount (subject to any required proration pursuant to the following subsection (3)) at the Applicable Discount (each such Lender, a “Participating
Lender”). 
 (3) Subject to subsection (K) below, if there is at least one Participating
Lender, the relevant Loan Party or Subsidiary will prepay the respective outstanding Loans of each Participating Lender on the Discounted Prepayment Effective Date in the aggregate principal amount and of the Classes specified in such Lender’s
Discount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount to par greater than the Applicable Discount exceeds the Discount Range
Prepayment Amount, prepayment of the principal amount of the relevant Loans for those Participating Lenders whose Submitted Discount is a discount to par greater than or equal to the Applicable Discount (the “Identified Participating
Lenders”) shall be made pro rata among the Identified Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender and the Auction Agent (with the consent of such Loan Party or such Subsidiary
and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “Discount Range Proration”). The Auction Agent shall promptly, and in any case within five
(5) Business Days following the Discount Range Prepayment Response Date, notify (I) the relevant Loan Party or Subsidiary of the respective Lenders’ responses to such solicitation, the Discounted Prepayment Effective Date, the
Applicable Discount, and the aggregate principal amount of the Discounted Loan Prepayment and the Classes to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount and
Classes of Loans to be prepaid at the Applicable Discount on such date, (III) each Participating  

  
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Lender of the aggregate principal amount and Classes of such Lender to be prepaid at the Applicable Discount on such date, and (IV) if applicable, each Identified Participating Lender of the
Discount Range Proration. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the relevant Loan Party or Subsidiary and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment
amount specified in such notice to the Loan Party or Subsidiary shall be due and payable by such Loan Party on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection
(K) below). 
 (D) (1) Any Loan Party or any of its Subsidiaries may from time to time solicit offers for
discounted prepayments by providing the Auction Agent with 5 Business Days’ notice in substantially the form of a Solicited Discounted Prepayment Notice; provided that (I) any such solicitation shall be extended, at
the sole discretion of such Loan Party or such Subsidiary, to (x) each Lender and/or (y) each Lender with respect to any Class of Loans on an individual Class basis, (II) any such notice shall specify the maximum aggregate amount of the
Loans (the “Solicited Discounted Prepayment Amount”) and the Class or Classes of Loans the Loan Party or Subsidiary is willing to prepay at a discount (it being understood that different Solicited Discounted Prepayment Amounts may
be offered with respect to different Classes of Loans and, in such event, each such offer will be treated as separate offer pursuant to the terms of this Section), (III) the Solicited Discounted Prepayment Amount shall be in an aggregate amount not
less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) subject to subsection (K) below, each such solicitation by any Loan Party or any of its Subsidiaries shall remain outstanding through the Solicited
Discounted Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Solicited Discounted Prepayment Notice and a form of the Solicited Discounted Prepayment Offer in the form of Exhibit N
to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., on the third Business Day after the date of delivery of such notice to such Lenders (which date may be extended upon notice from the Loan Party
or Subsidiary to the Auction Agent) (the “Solicited Discounted Prepayment Response Date”). Each Lender’s Solicited Discounted Prepayment Offer shall (x) be irrevocable, (y) remain outstanding until the Acceptance
Date, and (z) specify either one or more (but no more than three) discounts to par (the “Offered Discount”) at which such Lender is willing to allow prepayment of its then outstanding Loan and the maximum aggregate principal
amount and Classes of such Loans (the “Offered Amount”) such Lender is willing to have prepaid at the Offered Discount. Any Lender whose Solicited Discounted Prepayment Offer is not received by the Auction Agent by the Solicited
Discounted Prepayment Response Date shall be deemed to have declined prepayment of any of its Loans at any discount. 

(2) The Auction Agent shall promptly provide the relevant Loan Party or Subsidiary with a copy of all Solicited Discounted


  
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Prepayment Offers received on or before the Solicited Discounted Prepayment Response Date. Such Loan Party or such Subsidiary shall review all such Solicited Discounted Prepayment Offers and
select the largest of the Offered Discounts specified by the relevant responding Lenders in the Solicited Discounted Prepayment Offers that is acceptable to the Loan Party or Subsidiary in its sole discretion (the “Acceptable
Discount”), if any. If the Loan Party or Subsidiary elects, in its sole discretion, to accept any Offered Discount as the Acceptable Discount, in no event later than by the third Business Day after the date of receipt by such Loan Party or
such Subsidiary from the Auction Agent of a copy of all Solicited Discounted Prepayment Offers pursuant to the first sentence of this subsection (2) (the “Acceptance Date”), the Loan Party or Subsidiary may submit an
Acceptance and Prepayment Notice to the Auction Agent setting forth the Acceptable Discount. If the Auction Agent shall fail to receive an Acceptance and Prepayment Notice in the form of Exhibit M from the Loan Party or Subsidiary by the
Acceptance Date, such Loan Party or such Subsidiary shall be deemed to have rejected all Solicited Discounted Prepayment Offers. 

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


  
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prepayment of the principal amount of the Loans for those Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount (the “Identified Qualifying
Lenders”) shall be made pro rata among the Identified Qualifying Lenders in accordance with the Offered Amount of each such Identified Qualifying Lender and the Auction Agent (in consultation with such Loan Party or such Subsidiary and
subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “Solicited Discount Proration”). On or prior to the Discounted Prepayment Determination Date, the
Auction Agent shall promptly notify (I) the relevant Loan Party or Subsidiary of the Discounted Prepayment Effective Date and Acceptable Prepayment Amount comprising the Discounted Loan Prepayment and the Classes to be prepaid, (II) each Lender
of the Discounted Prepayment Effective Date, the Acceptable Discount, and the Acceptable Prepayment Amount of all Loans and the Classes to be prepaid at the Applicable Discount on such date, (III) each Qualifying Lender of the aggregate principal
amount and the Classes of such Lender to be prepaid at the Acceptable Discount on such date, and (IV) if applicable, each Identified Qualifying Lender of the Solicited Discount Proration. Each determination by the Auction Agent of the amounts stated
in the foregoing notices to such Loan Party or such Subsidiary and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to such Loan Party or such Subsidiary shall be due and
payable by such Loan Party or such Subsidiary on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (K) below). 

(E) In connection with any Discounted Loan Prepayment, the Loan Parties and the Lenders acknowledge and agree that the Auction
Agent may require as a condition to any Discounted Loan Prepayment, the payment of customary and documented fees and out-of-pocket expenses from a Loan Party or Subsidiary in connection therewith. 

(F) If any Loan is prepaid in accordance with paragraphs (B) through (D) above, a Loan Party or Subsidiary shall
prepay such Loans on the Discounted Prepayment Effective Date without premium or penalty. The relevant Loan Party or Subsidiary shall make such prepayment to the Administrative Agent, for the account of the Discount Prepayment Accepting Lenders,
Participating Lenders, or Qualifying Lenders, as applicable, at the Administrative Agent’s Principal Office in immediately available funds not later than 1:00 p.m. on the Discounted Prepayment Effective Date and all such prepayments shall be
applied to the remaining principal installments of the relevant Class of Loans on a pro rata basis across such installments. The Loans so prepaid shall be accompanied by all accrued and unpaid interest on the par principal amount so prepaid up to,
but not including, the Discounted Prepayment Effective Date. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a)(iv) shall be paid to the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying


  
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Lenders, as applicable, and shall be applied to the relevant Loans of such Lenders in accordance with their respective Pro Rata Share. The aggregate principal amount of the Classes and
installments of the relevant Loans outstanding shall be deemed reduced by the full par value of the aggregate principal amount of the Class of Loans prepaid on the Discounted Prepayment Effective Date in any Discounted Loan Prepayment. In connection
with each prepayment pursuant to this Section 2.05(a)(iv), each relevant Loan Party and Lender shall render customary “big boy” letters to each other and the Auction Agent regarding Excluded Information. 

(G) To the extent not expressly provided for herein, each Discounted Loan Prepayment (which for the avoidance of doubt, shall
not include any open market purchases of Loans or Commitments otherwise permitted by the terms hereof) shall be consummated pursuant to procedures consistent with the provisions in this Section 2.05(a)(iv) or as otherwise established by
the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower. 
 (H) Notwithstanding
anything in any Loan Document to the contrary, for purposes of this Section 2.05(a)(iv), to the extent the Administrative Agent is the Auction Agent, each notice or other communication required to be delivered or otherwise provided to
the Auction Agent (or its delegate) shall be deemed to have been given upon Auction Agent’s (or its delegate’s) actual receipt during normal business hours of such notice or communication; provided that any notice or communication
actually received outside of normal business hours shall be deemed to have been given as of the opening of business on the next Business Day. 

(I) Each of the Loan Parties and the Lenders acknowledge and agree that the Auction Agent may perform any and all of its duties
under this Section 2.05(a)(iv) by itself or through any Affiliate of the Auction Agent and expressly consents to any such delegation of duties by the Auction Agent to such Affiliate and the performance of such delegated duties by such
Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any Discounted Loan Prepayment provided for in this Section 2.05(a)(iv)
as well as activities of the Auction Agent. 
 (J) In connection with any Term Loans prepaid and cancelled pursuant to this
Section 2.05(a)(iv), the Administrative Agent is authorized to make appropriate entries in the Register to reflect any such cancellation. 

(K) Each Loan Party and any of its Subsidiaries shall have the right, by written notice to the Auction Agent, to revoke or
modify its offer to make a Discounted Loan Prepayment and rescind the applicable Specified Discount Prepayment Notice, Discount Range Prepayment Notice or Solicited Discounted Prepayment Notice therefor at its discretion at any time on or prior to
the applicable Specified Discount Prepayment Response Date. 

  
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 (L) Any failure by such Loan Party or such Subsidiary to make any prepayment to a
Lender, pursuant to this Section 2.05(a)(iv) shall not constitute a Default or Event of Default under Section 8.01 or otherwise. 

(M) To the extent the Auction Agent is required to deliver notices or communicate such other information to the Lenders
pursuant to this Section 2.05(a)(iv), the Auction Agent will work with the Administrative Agent (and the Administrative Agent will cooperate with the Auction Agent) in order to procure the delivery of such notices and/or the
communication of such information to the applicable Lenders. 
 (N) Nothing in this Section 2.05(a)(iv) shall
require the Loan Parties or any of their Subsidiaries to undertake any Discounted Loan Prepayment. 
 (b) Mandatory. 

(i) Excess Cash Flow. Within five (5) Business Days after financial statements are required to have been delivered
pursuant to Section 6.01(a) and the related Compliance Certificate is required to have been delivered pursuant to Section 6.02(b), commencing with the fiscal year ended September 30, 2017, the Borrower shall cause to be
prepaid an aggregate principal amount of Term Loans, in accordance with Section 2.05(b)(vi), in an amount (the “ECF Prepayment Amount”) equal to (A) the Prepayment Percentage of Excess Cash Flow, if any, for the
fiscal year covered by such financial statements minus (B) the sum of (1) the amount of any voluntary prepayments of Term Loans made pursuant to Section 2.05(a) during such fiscal year or after fiscal year-end but prior
to the time of such prepayment pursuant to this Section 2.05(b)(i) (other than prepayments of Term Loans financed by incurring other long-term Indebtedness (other than revolving loans)), in the case of prepayments pursuant to
Section 2.05(a)(iv), with credit given for the actual amount of cash payment, and (2) solely to the extent the amount of the Revolving Commitments are permanently reduced pursuant to Section 2.06 in connection therewith
(and solely to the extent of the amount of such reduction), the amount of any voluntary prepayments of Revolving Loans made pursuant to Section 2.05(a) during such fiscal year or after fiscal year-end but prior to the time of such
prepayment pursuant to this Section 2.05(b)(i); provided that any payments made after fiscal year-end which reduce the prepayment pursuant to this Section 2.05(b)(i) shall not reduce any required prepayments pursuant
to this Section 2.05(b)(i) in any subsequent fiscal year; provided, however, that a ratable portion of the ECF Prepayment Amount may be applied to prepay or offer to purchase any senior secured notes or loans that are
permitted to be (x) incurred hereunder on such terms and (y) secured by the Collateral on a pari passu basis with the Facilities if required under the terms of the documentation governing such notes or loans (determined on the basis
of the aggregate outstanding principal amount of the Term Loans and such notes and loans outstanding at such time); provided, further, that to the extent the holders of such notes or loans decline to have such Indebtedness prepaid or
purchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. 

  
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 (ii) Disposition or Casualty. 

(A) If (x) the Borrower or any Restricted Subsidiary consummates any Asset Disposition or Disposes of any other property
that would not constitute an “Asset Disposition” by reason of clause (15) or (23) of such definition or (y) any Casualty Event occurs, which results in the receipt by the Borrower or such Restricted Subsidiary of Net Cash
Proceeds in excess of (1) $20,000,000 in a single transaction or series of related transactions or (2) $40,000,000 in the aggregate in any fiscal year (and thereafter only Net Cash Proceeds in excess of such amount in such fiscal year
shall be subject to the provisions of this Section 2.05(b)(ii)), the Borrower shall cause to be prepaid on or prior to the date which is five (5) Business Days after the date of the receipt of such Net Cash Proceeds an aggregate
principal amount of Term Loans, in accordance with Section 2.05(b)(vi), in an amount equal to 100% of all Net Cash Proceeds received; provided, however, that a ratable portion of the Net Cash Proceeds may be applied to
prepay or offer to purchase any senior secured notes or loans that are permitted to be (x) incurred hereunder on such terms and (y) secured by the Collateral on a pari passu basis with the Facilities if required under the terms of
the documentation governing such notes or loans (determined on the basis of the aggregate outstanding principal amount of the Term Loans and such notes and loans outstanding at such time); provided, further, that to the extent the holders of
such notes or loans decline to have such Indebtedness prepaid or purchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the
terms hereof. 
 (B) With respect to any Net Cash Proceeds received with respect to any Asset Disposition or other
Disposition specifically included in the application of Section 2.05(b)(ii)(A) or any Casualty Event, at the option of the Borrower, the Borrower or its Restricted Subsidiaries may reinvest or cause to be reinvested all or any portion of
such Net Cash Proceeds received by it in assets useful for their business and permitted acquisitions within 365 days following the later of (x) receipt of such Net Cash Proceeds and (y) the date of such Disposition or Casualty Event (or,
if committed to be reinvested within such 365-day period, so reinvested within 180 days thereafter); provided that if any Net Cash Proceeds are not so reinvested within the applicable time periods set forth above in this
Section 2.05(b)(ii)(B), an amount equal to any such Net Cash Proceeds shall be promptly applied to the prepayment of the Loans as set forth in this Section 2.05. 

(iii) Debt Proceeds. If the Borrower or any Restricted Subsidiary incurs or issues (A) any Indebtedness not
permitted to be incurred or issued pursuant to Section 7.03 or (B) any Refinancing Notes or Refinancing Term Facility, the Borrower shall cause to be prepaid an aggregate amount of Term Loans, in accordance with
Section 2.05(b)(vi), in an amount equal to 100% of all Net Cash Proceeds received therefrom on the date which is three (3) Business Days after the date of receipt of such Net Cash Proceeds. 

  
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 (iv) Revolving Loans. If for any reason the aggregate Outstanding Amount
of the Revolving Loans and Swingline Loans plus all outstanding L/C Obligations at any time exceeds the Aggregate Revolving Commitments then in effect, the Borrower shall promptly prepay the Revolving Loans and Swingline Loans and/or Cash
Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the
prepayment in full of the Revolving Loans and Swingline Loans such aggregate outstanding amount of L/C Obligations exceeds such Aggregate Revolving Commitments then in effect. 

(v) Notwithstanding any other provisions of this Section 2.05(b), to the extent that any Excess Cash Flow or all or
any portion of the Net Cash Proceeds of any asset sale or other Disposition or any Casualty Event or Debt Issuance by a Restricted Subsidiary giving rise to mandatory prepayment pursuant to Section 2.05(b)(ii)(A) or
Section 2.05(b)(ii)(B) (each such Disposition and Casualty Event, a “Specified Asset Sale”) or Section 2.05(b)(iii) (each such Debt Issuance, a “Specified Debt Issuance”) (A) are
prohibited or delayed by applicable local Law or prohibited by constituent document restrictions (in the case of minority ownership in a Joint Venture) from being repatriated to the jurisdiction of organization of the Borrower or (B) with
respect to which the Borrower has determined in good faith that repatriation of any or all of the Excess Cash Flow or Net Cash Proceeds of any Specified Asset Sale or Specified Debt Issuance to the jurisdiction of organization of the Borrower could
reasonably be expected to have a material adverse tax consequence to the Borrower or any of its Restricted Subsidiaries (including pursuant to Section 956 of the Code), then, solely to the extent such result is not directly attributable to
actions taken by the Borrower or any of its Subsidiaries with the intent of avoiding or reducing any prepayment otherwise required under this Section 2.05(b), (1) an amount equal to the portion of such Excess Cash Flow or Net Cash
Proceeds which would be so affected will not be required to be applied to repay Loans at the times provided in this Section 2.05(b) but may be retained by the applicable Restricted Subsidiary, (2) the Borrower agrees to use and to
cause the applicable Restricted Subsidiary to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or to minimize any such adverse tax consequences to make the relevant prepayment (net of an amount equal to the
additional Distribution Related Taxes that would be payable or reserved against as a result of a repatriation and any additional costs that would be incurred as a result of repatriation, whether or not a repatriation actually occurs) within one year
following the date on which the respective prepayment would otherwise have been required and (3) if within one year following the date on which the respective prepayment would otherwise have been required such repatriation of any of such
affected Net Cash Proceeds and Excess Cash Flow is permissible under the applicable local law or applicable constituent documents (in the case of minority ownership in a Joint Venture) or if such adverse tax consequence no longer exists (even if
such cash is actually not repatriated), an amount equal to the amount of Net Cash Proceeds or Excess Cash Flow otherwise subject to such restrictions, that could be repatriated will be promptly (and in any event not later than five (5)


  
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Business Days after such repatriation is or such repatriation could be accomplished) applied (net of an amount equal to the additional Distribution Related Taxes that would be payable or reserved
against as a result of a repatriation and any additional costs that would be incurred as a result of repatriation, whether or not a repatriation actually occurs) to the repayment of the Loans pursuant to this Section 2.05(b). The
non-application of any prepayment amounts as a consequence of the foregoing provisions (the aggregate sum of any such amounts related to Excess Cash Flow, “Non-Repatriated Amounts”) will not, for the avoidance of doubt, constitute a
Default or an Event of Default. 
 (vi) Any prepayment of any Term Loans pursuant to this Section 2.05(b) shall
be applied to repay such then outstanding Class of Term Loans and in such order of maturity of principal installments as the Borrower may direct in its sole discretion; provided that, in the event the Borrower fails to specify the Class of
Term Loans to which any such prepayment shall be applied, such prepayment shall be applied to prepay the Term Loans in direct order of maturity across Classes (which prepayments shall be applied to the scheduled installments of principal in direct
order of maturity). Any prepayment of any Class of Term Loans pursuant to this Section 2.05(b) shall be paid to the Lenders in accordance with their respective Pro Rata Share (prior to giving effect to any rejection by any Lender of any
such prepayment pursuant to clause (vii) below), subject to this clause (vi) and clause (vii) of this Section 2.05(b). 

(vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be
made pursuant to clauses (i), (ii) and (iii) of this Section 2.05(b) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment
and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of any such prepayment notice and of such Appropriate Lender’s Pro Rata Share
of the prepayment. Any Term Lender (a “Declining Lender”, and any Lender which is not a Declining Lender, an “Accepting Lender”) may elect, by delivering not less than two (2) Business Days prior to the
proposed prepayment date, a written notice that any mandatory prepayment of a Term Loan otherwise required to be made with respect to the Term Loans held by such Lender pursuant to clauses (i) and (ii) (but not clause
(iii)) of this Section 2.05(b) not be made, in which event the portion of such prepayment which would otherwise have been applied to the Term Loans of the Declining Lenders shall instead be retained by the Borrower (“Retained
Declined Proceeds”). 
 (viii) Funding Losses, Etc. All prepayments under this Section 2.05 shall
be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan, as the case may be, pursuant to
Section 3.04. Notwithstanding any of the other provisions of this Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required to be made
under this Section 2.05(b), other than on the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral
Account until the last day of such Interest Period, at which time the Administrative Agent 

  
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shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this
Section 2.05(b). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply
such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b). Such deposit shall be deemed to be a prepayment of such Loans by the Borrower for all purposes under this Agreement. 

(ix) Failure of Spin-Off. If the Spin-Off Effective Date has not occurred on or prior to 11:59 p.m. New York time on
October 1, 2016 (such date, the “Spin-Off Outside Date”), then on such date, the Borrower shall repay 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, and the Borrower shall Cash Collateralize the L/C Obligations or make other arrangements reasonably acceptable to the L/C Issuers with respect to any outstanding Letters of Credit. 

SECTION 2.06 Termination or Reduction of Commitments. (a) Optional. The Borrower may, upon notice to the Administrative
Agent, terminate the unused portion of the Revolving Commitments, or from time to time reduce the unused Revolving Commitments or the L/C Sublimit; provided that (a) each such notice shall be in writing and must be received by the
Administrative Agent at least three Business Days prior to the effective date of such termination or reduction, and shall be irrevocable (provided that a notice of termination of the Revolving Commitments may state that such notice is
conditioned upon the effectiveness of other credit facilities or other events, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not
satisfied), (b) any such partial reduction shall be in an aggregate amount of $5,000,000 or a larger multiple of $1,000,000 and (c) the Borrower shall not terminate or reduce (i) the Revolving Commitments if, after giving effect
thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments or (ii) the L/C Sublimit if, after giving effect thereto, the outstanding amount of all L/C Obligations would
exceed the L/C Sublimit; provided, further, that, upon any such partial reduction of the L/C Sublimit, unless the Borrower, the Administrative Agent and the applicable L/C Issuer otherwise agree, the commitment of each L/C Issuer to
issue Letters of Credit will be reduced proportionately by the amount of such reduction. For avoidance of doubt, upon termination of the Revolving Commitments in full, the L/C Sublimit shall automatically terminate. Unless previously terminated, the
Revolving Commitments shall automatically terminate on the date specified in clause (a) of the definition of “Maturity Date.” Furthermore, subject to clause (a) and clause (c) of the first sentence of this
Section 2.06(a), the Borrower may terminate in whole the Revolving Commitment of any Defaulting Lender. 
 (b) Mandatory.

 (i) The Term Commitment of each Lender shall be automatically and permanently reduced to $0 at 5:00 p.m. on the Closing
Date upon the funding of the Term Loans. 

  
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 (ii) The Revolving Commitment of each Revolving Lender shall be automatically and
permanently reduced to $0 on the Maturity Date for the Revolving Facility (or, if the Spin-Off Effective Date has not occurred on or prior to the Spin-Off Outside Date, on the Spin-Off Outside Date). 

(c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Appropriate Lenders of any
termination or reduction of unused portions of the L/C Sublimit or the unused Commitments of any Class under this Section 2.06. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be
reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced; provided, however, that any termination in whole of the Revolving Commitment of a Defaulting Lender pursuant to the last sentence of
Section 2.06(a) shall not result in a reduction of any other Lender’s Revolving Commitments. Subject to Section 2.18(a)(iii), all commitment fees accrued until the effective date of any termination of the Commitments of
any Class shall be paid to the Administrative Agent (for distribution to the Appropriate Lenders) on the effective date of such termination. 

SECTION 2.07 Repayment of Loans. (a) Term Loans. 

(i) The Borrower shall repay to the Administrative Agent for the ratable account of the Term Lenders the aggregate outstanding
principal amount of the Initial Term Loans (x) in quarterly installments in an amount equal to 0.25% of the sum of the original principal amount of the Initial Term Loans, payable on the last Business Day of each March, June, September and
December, commencing on December 31, 2016, and (y) the balance on the Maturity Date of the Term Loan Facility, which amount, in each case, shall be reduced as a result of the application of prepayments in accordance with the order of
priority set forth in Section 2.05; provided, however, that the final principal installment in any event shall be in an amount equal to the aggregate principal amount of the Initial Term Loans outstanding on such date. 

(b) Revolving Loans. 

(i) The Borrower shall repay to the Administrative Agent for the ratable account of the Revolving Lenders on the Maturity Date
for the Revolving Facility the aggregate principal amount of all of the Revolving Loans outstanding on such date. 
 (c) Swingline
Loans. 
 (i) The Borrower shall repay to the Swingline Lender on the Maturity Date for the Revolving Facility the then
unpaid principal amount of each Swingline Loan. 
 (d) Additional Term Loans, Extended Term Loans and Extended Revolving Loans. The
Borrower shall repay the aggregate amount of any Additional Term Loans, Extended Term Loans and Extended Revolving Loans to the Administrative Agent in accordance with a repayment schedule to be agreed by the Borrower and the relevant Additional
Term Lenders, Extended Term Lenders or Extended Revolving Lenders, as applicable, and set forth in the applicable Joinder Agreement, Extension Amendment or other applicable amendment documentation. 

  
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 SECTION 2.08 Interest. (a) Subject to Section 2.08(b), (i) each
Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Applicable Rate with respect to Eurocurrency Rate Loans; and (ii) each Base Rate Loan (including
each Swingline Loan) shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Applicable Rate with respect to Base Rate Loans. 

(b) While any Event of Default with respect to Sections 8.01(a), (e) or (f) exists, after giving effect to any
applicable grace period, the Borrower shall pay interest on the principal amount of all of its overdue outstanding Obligations incurred hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent
permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon written demand. 

(c) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each
Interest Payment Date with respect to interest accrued on and to each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued
on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a
Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. 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. 
 SECTION 2.09 Fees. 

(a) Commitment Fees. 

(i) The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Pro Rata
Share, a commitment fee (each, a “Revolving Commitment Fee” and, collectively, the “Revolving Commitment Fees”) equal to the Applicable Rate times the average daily amount by which the Aggregate Revolving
Commitments exceed the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the outstanding amount of L/C Obligations; provided that any Revolving Commitment Fee accrued with respect to the Revolving Commitment of a
Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Revolving
Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no Revolving Commitment Fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be
a Defaulting Lender. For the purpose of calculating any Revolving Lender’s Revolving Commitment Fee, the outstanding Swingline Loans during the period for which such Revolving Lender’s Revolving Commitment Fee is calculated will be deemed
to be zero. 
 (ii) The Revolving Commitment Fees shall accrue at all times from the date


  
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hereof until the Maturity Date for the Revolving Facility, including at any time during which one or more of the conditions in Article 4 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 Maturity Date for the Revolving Facility. The Revolving Commitment Fees 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. 
 (iii) All fees referred to in this Section 2.09(a) shall be paid to
Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each applicable Lender its Pro Rata Share thereof. 

(b) L/C Fees. 

(i) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a Letter of Credit fee with
respect to its participations in the outstanding Letters of Credit (a “L/C Fee” and, collectively, the “L/C Fees”) which shall accrue at a rate per annum equal to the Applicable Rate on the average aggregate daily
maximum amount then available to be drawn under all Letters of Credit (whether or not such maximum amount is then in effect under any Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit),
during the period from and including the Closing Date to but excluding the later of the Maturity Date of the Revolving Facility and the date on which such Lender ceases to have any L/C Obligations; provided that any L/C Fees otherwise payable
for the account of a Defaulting Lender with respect to any Letter of Credit shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Lenders in accordance with the upward adjustments in their respective Revolving
Percentages allocable to such Letter of Credit pursuant to Section 2.18(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account to the extent its remaining Fronting Exposure is not Cash
Collateralized or otherwise participated to Revolving Lenders. 
 (ii) Accrued L/C Fees shall be payable in arrears on the
last Business Day of each March, June, September and December, commencing on the first such date to occur after the Closing Date, and on the Maturity Date of the Revolving Facility; provided that any such fees accruing after such Maturity
Date shall be payable on written demand. 
 (iii) All fees referred to in this Section 2.09(b) shall be paid to
Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each applicable Lender its Pro Rata Share thereof. 

(c) L/C Fronting Fees. The Borrower agrees to pay to each L/C Issuer for its own account a fronting fee with respect to the Letters of
Credit issued by such L/C Issuer at a rate per annum to be mutually agreed upon with such L/C Issuer (but in any event not to exceed 0.125%) on the average aggregate daily maximum amount then available to be drawn under all such Letters of Credit
(whether or not such maximum amount is then in effect under any Letter of 

  
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Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit), during the period from and including the Closing Date to but excluding the later of the
Maturity Date of the Revolving Facility and the date on which such L/C Issuer ceases to have any L/C Obligations. Fronting fees accrued through and including the last day of each March, June, September and December shall be payable on the fifth
Business Day following such last day, commencing on the first such date to occur after the Closing Date, and on the Maturity Date of the Revolving Facility; provided that any such fees accruing after such Maturity Date shall be payable on written
demand. In addition, the Borrower agrees to pay to each L/C Issuer for its own account the customary and reasonable issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to
letters of credit as from time to time in effect, which fees, costs and charges shall be payable to such L/C Issuer promptly after its written demand therefor (including documentation reasonably supporting such request) and are nonrefundable. 

(d) Term Loan Prepayment Fee. In the event that all or any portion of the Initial Term Loans is (i) repaid, prepaid, refinanced or
replaced or (ii) repriced or effectively refinanced through any waiver, consent or amendment (in the case of clause (i) and clause (ii), in connection with (x) any waiver, consent or amendment to the Initial Term Loans the primary
purpose of which is the lowering of the Weighted Average Yield of the Initial Term Loans or (y) the incurrence of any term loan debt financing the primary purpose of which is the lowering of the Weighted Average Yield of the Initial Term Loans
(or portion thereof) so repaid, prepaid, refinanced, replaced or repriced, in each case, other than in connection with a Change of Control or a Transformative Acquisition (a “Repricing Transaction”)) occurring on or prior to the
date that is twelve months following the Closing Date, such repayment, prepayment, refinancing, replacement or repricing (in any such case, in connection with a Repricing Transaction) will be made at 101.0% of the principal amount so repaid,
prepaid, refinanced, replaced or repriced. If all or any portion of the Initial Term Loans held by any Lender is repaid, prepaid, refinanced or replaced pursuant to Section 3.06 as a result of such Lender not agreeing or otherwise
consenting to any waiver, consent or amendment referred to in clause (ii) above in connection with a Repricing Transaction on or prior to the date that is twelve months following the Closing Date, such repayment, prepayment, refinancing or
replacement will be made at 101.0% of the principal amount so repaid, prepaid, refinanced or replaced. 
 (e) Other Fees. The
Borrower shall pay or cause to be paid to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason
whatsoever (except as expressly agreed between the Borrower and the applicable Agent). 
 SECTION 2.10 Computation of Interest and
Fees. All computations of interest for Base Rate Loans based on the Prime 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 2.14(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder
shall be conclusive and binding for all purposes, absent manifest error. 

  
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 SECTION 2.11 Evidence of Indebtedness. 

(a) Lenders’ Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations
of the Borrower to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof. Any such recordation shall be prima facie evidence, absent manifest error, of the amount of the Borrowings made by
the Lenders to the Borrower and the interest and payments thereon; provided, that the failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s
Obligations in respect of any applicable Loans; and provided further, in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern. 

(b) Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain the Register at its Principal Office.
The Register shall be available for inspection by the Borrower or any Lender (with respect to (i) any entry relating to such Lender’s Loans and (ii) the identity of the other Lenders (but not any information with respect to such other
Lenders’ Loans)) at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the
provisions of Section 10.07(c), and each repayment or prepayment in respect of the principal amount of, and each payment of interest on, the Loans, and any such recordation shall be prima facie evidence thereof, absent manifest error.

 (c) Notes. If so requested by any Lender by written notice to the Borrower (with a copy to the Administrative Agent) at least two
Business Days prior to the Closing Date, or at any time thereafter, the Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to
Section 10.07) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after the Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s Term Loan or Revolving Commitment, as
the case may be. 
 SECTION 2.12 Payments Generally. 

(a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made (i) with respect to the Term Loans and
Swingline Loans, in Dollars and (ii) with respect to the Revolving Commitments and Letters of Credit, in the applicable Approved Currency in which such Obligations are denominated, in each case, in same day funds, without defense (other than
payment in full), recoupment, setoff, condition or deduction for any counterclaim, and delivered to the Administrative Agent not later than 2:00 p.m. on the date due at the Principal Office of the Administrative Agent for the account of Lenders
(except for payments to be made directly to the applicable L/C Issuer or the Swingline Lender as expressly provided herein); for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date
shall be deemed to have been paid by the Borrower on the next succeeding Business Day, in the Administrative Agent’s sole discretion. 

  
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 (b) Notwithstanding the foregoing provisions hereof, if any Committed Loan Notice with respect to
a conversion or continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Rate Loans, the Administrative Agent shall give effect thereto in apportioning
payments received thereafter. 
 (c) Subject to the provisos set forth in the definition of “Interest Period” as they may apply to
Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and, with respect to Revolving Loans
only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. 

(d) The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit are several and not joint. The
failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of
any other Lender to so make its Loan or purchase its participation. 
 (e) 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. 

(f) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated
pursuant to Section 8.02 or pursuant to any sale of, collection from or other realization upon all or any part of the Collateral, all payments or proceeds received by Agents in respect of any of the Obligations, shall be applied in
accordance with the application arrangements described in Section 8.03. 
 SECTION 2.13 Pro Rata Shares; Sharing of Payments;
Availability of Funds. 
 (a) Pro Rata Shares. All Loans shall be made, and all participations purchased, by Lenders required to
make such Loans or purchase such participations, simultaneously and proportionately to their respective Pro Rata Shares thereof, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s
obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a
Loan requested hereunder or purchase a participation required hereby. 
 (b) Availability of Funds. Unless the Administrative Agent
shall have been notified by any Lender prior to the applicable Credit Date that such Lender does not intend to make available to the Administrative Agent the amount of such Lender’s Loan requested on such Credit Date, the Administrative Agent
may assume that such Lender has made such amount available to the Administrative Agent on such Credit Date and the Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to the Borrower a corresponding amount
on such Credit Date. If such corresponding amount is not in fact made available to the 

  
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Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from
such Credit Date until the date such amount is paid to the Administrative Agent, at the customary rate set by the Administrative Agent for the correction of errors among banks for three Business Days and thereafter, if such Loan is in Dollars, at
the Base Rate, and if such Loan is in Euros or any other Alternative Currency, at the rate certified by the Administrative Agent to be its cost of funds (from any source which it may reasonably select). If such Lender does not pay such corresponding
amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent together with interest
thereon, for each day from such Credit Date until the date such amount is paid to the Administrative Agent at the Base Rate if such Loan is in Dollars, and at the rate certified by the Administrative Agent to be its cost of funds (from any source
which it may reasonably select) if such Loan is in Euros or any other Alternative Currency. Nothing in this Section 2.13(b) shall be deemed to relieve any Lender from its obligation to fulfill its Term Commitments and Revolving
Commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder. 

(c) [Reserved]. 

(d) If, other than as provided elsewhere herein (including, without limitation, any prepayments made in connection with
Section 2.05(a)(iv), Section 2.15, Section 2.16 or Section 10.07), any Lender shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the
terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate
protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then
due and owing to such Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate
Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to
purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such
recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided, that if all or part of such proportionately greater payment received by such purchasing Lender is
thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to
the extent of such recovery, but without interest. 
 SECTION 2.14 Increase in Commitments. (a) After the Closing Date,
upon notice to the Administrative Agent, the Borrower may request increases to the Revolving Commitments (each such increase, the “Additional Revolving Commitments”), and/or add one or more incremental revolving facilities (each an
“Additional Revolving Facility” and the revolving 

  
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commitments thereunder, the “Additional Revolving Facility Commitments”), request increases to any existing Term Loan Facility and/or add one or more new tranches of term
loans, including Additional Term A Loans, denominated in either Dollars or Euros (each such increase and/or new tranche, the “Additional Term Commitments”); provided that:  

(i) after giving effect to any such addition, the aggregate amount of Additional Revolving Commitments, Additional
Revolving Facility Commitments, Additional Term Commitments and Incremental Equivalent Debt that have been added pursuant to this Section 2.14 and Section 7.03(y) shall not exceed (A) $300,000,000 (the “General
Incremental Availability”), plus (B) unlimited additional amounts (the “Ratio Incremental Availability”) to the extent that, in the case of this clause (B) only, as of the last day of the most recently ended Test
Period for which financial statements are internally available after giving Pro Forma Effect to such Incurrence of Loans pursuant to such Additional Term Commitments, Additional Revolving Commitments, Additional Revolving Facility Commitments and/or
Incremental Equivalent Debt, as applicable, and any Investment consummated with the proceeds therefrom, the First Lien Leverage Ratio does not exceed 2.00:1.00 (but assuming for the purpose of each such calculation that (x) the relevant
Additional Revolving Commitments and Additional Revolving Facility Commitments shall be treated as fully drawn, (y) the cash proceeds of Additional Revolving Loans, Additional Term Loans and/or Incremental Equivalent Debt, as applicable, are
not treated as Cash On Hand for such purpose and (z) the proceeds of any Additional Loans or Incremental Equivalent Debt that are to be used to repay Indebtedness have been so used to repay such Indebtedness) and, in each case, it being
understood that the Borrower may elect to Incur any such Additional Revolving Commitments, Additional Revolving Facility Commitments, Additional Term Commitments and/or Incremental Equivalent Debt pursuant to the Ratio Incremental Availability prior
to the General Incremental Availability, and if both the Ratio Incremental Availability and the General Incremental Availability are available and the Borrower does not make an election, the Borrower will be deemed to have elected the Ratio
Incremental Availability; provided that if the Borrower incurs Indebtedness under an Additional Facility using the General Incremental Availability on the same date that it incurs Indebtedness using the Ratio Incremental
Availability, the First Lien Leverage Ratio will be calculated without regard to any incurrence of Indebtedness under the General Incremental Availability; 

(ii) no existing Lender will be required to participate in any such Additional Facility without its consent (and any Lender
that does not respond by the applicable deadline shall be deemed to have refused to so participate); 
 (iii) any such
Additional Facility shall be secured on a pari passu basis by the same Collateral securing the Facilities ; 
 (iv)
(a) all Additional Revolving Commitments shall be on the same terms and conditions and subject to the same documentation as the Revolving Facility (other than with respect to any upfront fees) and (b) (A) all Additional Revolving Facility
Commitments shall be, except as provided herein, on terms as agreed between the Borrower and the incremental lenders providing such Additional Revolving Facility (and 

  
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if such terms are not substantially consistent with the terms of the Revolving Facility, such terms shall be reasonably satisfactory to the Administrative Agent, it being understood that terms
not substantially consistent with the Revolving Facility which are applicable only after the Maturity Date of the Revolving Facility will be deemed to be acceptable to the Administrative Agent)), (B) Additional Revolving Facility Commitments
shall not mature (or require scheduled commitment reductions or amortization) prior to the Maturity Date of any then existing Revolving Facility, (C) the borrowing and repayment (except for (1) payments of interest and fees at different
rates on the Additional Revolving Facility Commitments (and related outstandings), (2) repayments required upon the maturity date of the Additional Revolving Facility Commitments and (3) repayments made in connection with a permanent
repayment and termination of commitments (subject to clause (D) below)) of Additional Revolving Loans with respect to Additional Revolving Credit Commitments after the associated Additional Commitments Effective Date shall be made on a pro rata
basis with all other Revolving Commitments and Additional Revolving Commitments in effect on such Additional Commitment Effective Date, (D) the permanent repayment of Additional Revolving Loans with respect to, and termination of, Additional
Revolving Facility Commitments after the associated Additional Commitments Effective Date shall be made on a pro rata basis with all other Revolving Commitments and Additional Revolving Commitments in effect on such Additional Commitment Effective
Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any Class on a better than pro rata basis as compared to any other Class with a later maturity date than such Class, and (E) subject to the
provisions of Section 2.03(j) to the extent dealing with Letters of Credit which mature or expire after a Maturity Date when there exist Non-Expiring Credit Commitments, all Letters of Credit shall be participated on a pro rata basis by
all Lenders in accordance with their Pro Rata Share of the aggregate Revolving Commitments, Additional Revolving Commitments and Additional Revolving Facility Commitments on the Additional Commitment Effective Date; and 

(v) the final maturity date of any Additional Term Loans (other than Additional Term A Loans) shall be no earlier than the
Maturity Date for the existing Term Loans, the Weighted Average Life to Maturity of any Additional Term Loans (other than Additional Term A Loans) shall be no shorter than the Weighted Average Life to Maturity for the existing Term Loans, and the
terms of any Additional Term Loans shall be determined by the Borrower and the lenders of such Additional Term Loans; and 

(vi) the pricing, interest rate margins, discounts, premiums, rate floors, fees and amortization schedule applicable to any
Additional Term Loans shall be determined by the Borrower and the lenders providing such Additional Term Loans; provided that: 

(A) with respect to any Additional Term Loans (excluding any Additional Term A Loans) incurred within twelve months of the
Closing Date, if the initial “yield” of such Additional Term Loans exceeds the initial “yield” with respect to the Initial Term Loans by more than 50 basis points, the applicable margins for the Initial Term Loans shall be
increased to the extent necessary so that the initial “yield” on the Initial Term Loans is 50 basis points less than the 

  
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initial “yield” on such Additional Term Loans; provided that, in determining the interest rate margins applicable to such Additional Term Loans and the Initial Term Loans,
(x) arrangement, commitment, structuring or other fees payable to the Arrangers (or their respective Affiliates) in connection with the Initial Term Loans or to one or more arrangers (or their Affiliates) of any Additional Term Loan that are
not shared generally with all Lenders providing such Additional Term Loan shall be excluded, (y) original issue discount and upfront fees paid to the Lenders thereunder shall be included (with original issue discount being equated to interest
based on an assumed four-year life to maturity or, if shorter, the actual Weighted Average Life to Maturity), and (z) if the Additional Term Loans include an interest rate floor greater than the applicable interest rate floor with respect to
the Initial Term Loans, such differential between interest rate floors shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the interest rate margin with respect to the Initial Term Loans shall
be required, but only to the extent an increase in the interest rate floor in the Initial Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the interest rate margin)
applicable to the Initial Term Loans shall be increased to the extent of such differential between interest rate floors; 

(B) the amortization requirements of such Additional Term Loans (which shall be set forth in a separate amortization schedule
from the amortization schedule applicable to the existing Term Loans on the Closing Date) may differ from the existing Term Loans, so long as the Weighted Average Life to Maturity of the Additional Term Loans is no shorter than the Weighted Average
Life to Maturity of the existing Term Loans; provided that Additional Term Loans may be incurred as Additional Term A Loans (and may have a shorter Weighted Average Life to Maturity than the existing Term Loans) so long as (x) the
aggregate principal amount of all Additional Term A Loans that are outstanding at the time of such incurrence does not exceed, in the aggregate, $100,000,000 and (y) the Weighted Average Life to Maturity of any Additional Term A Loans is not
less than three years; 
 (C) any Additional Term Loans shall not be secured by any Lien on any asset of the Borrower or any
Guarantor that does not also secure the then outstanding Term Loans, or be guaranteed by any Person other than the Guarantors under the then outstanding Term Loans; and 

(D) to the extent the terms and documentation with respect to any Additional Term Loans (other than Additional Term A Loans)
are not substantially consistent with the existing Term Loan Facility (except to the extent permitted under clauses (A) and (B) of this Section 2.14(a)(vi)) in a manner that is more favorable to the lenders of such Additional
Term Loans, the terms and documentation shall be reasonably satisfactory to the Administrative Agent (it being understood that terms not substantially consistent with the existing Term Loan Facility which are applicable only after the Maturity Date
of the existing Term Loan Facility will be deemed to be acceptable to the Administrative Agent; 

  
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it being further understood that, to the extent that any financial maintenance covenant is added for the benefit of any such Additional Term Loans, no consent shall be required from the
Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of the existing Term Loan Facility). 

(b) If any Additional Term Commitments, Additional Revolving Facility Commitments or Additional Revolving Commitments are added in
accordance with this Section 2.14, the Administrative Agent and the Borrower shall determine the effective date (each, an “Additional Commitments Effective Date”) and the final amount of such addition. The Administrative
Agent shall promptly notify the Borrower and the Lenders providing such Additional Term Commitments, Additional Revolving Facility Commitments or Additional Revolving Commitments (each of which shall be an Eligible Assignee and, to the extent that
consent of the Administrative Agent, the Swingline Lender or any L/C Issuer would be required for an assignment of Loans pursuant to Section 10.07 to any such Lender, consented to by the Administrative Agent, the Swingline Lender or each
L/C Issuer, as applicable) of the final amount of such addition and the Additional Commitments Effective Date. The Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Additional Commitments Effective Date
signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase, (i) the representations and warranties contained in Article 5 and the other Loan Documents are true and correct in all
material respects on and as of the Additional Commitments Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material
respects as of such earlier date (provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof),
and (ii) no Default or Event of Default exists or would exist after giving effect to such addition, subject in the case of clauses (i) and (ii) where agreed to by the Lenders providing such Additional Term Loans, Additional Revolving
Facilities or Additional Revolving Commitments to customary SunGard limitations required by such Lenders to the extent the proceeds of any Additional Loans are being used to finance Limited Condition Transaction.  

(c) The effectiveness of any Additional Loans, Additional Revolving Facility Commitments or Additional Revolving Commitments (and any
amendment entered into in connection therewith) shall be subject to the satisfaction (or waiver) on the Additional Commitments Effective Date of each of the conditions as the parties thereto shall agree, including (a) to the extent requested by
the Lenders providing such Additional Loans, Additional Revolving Facility Commitments or Additional Revolving Commitments, receipt by the Administrative Agent of (i) customary officer’s certificates and board resolutions and
(ii) customary opinions of counsel to the Loan Parties, in each case, to the extent so requested by such Lenders and, to the extent applicable, consistent with those delivered on the Closing Date or thereafter in accordance with the terms of
this Agreement (other than changes to legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and (b) supplemental, additional or
reaffirmation agreements and/or such amendments to the Collateral Documents and/or the Guarantee Agreement as may be reasonably requested by the Administrative Agent (including Mortgage amendments) in order to ensure that any Additional Loans,
Additional Revolving Facility 

  
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Commitments or Additional Revolving Commitments (as applicable) are provided with the benefit of the applicable Loan Documents. Any Additional Loans, Additional Revolving Facility Commitments or
Additional Revolving Commitments made pursuant to this Section 2.14 shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, each Additional Lender and the Administrative Agent and shall be
evidenced by one or more entries in the Register maintained by the Administrative Agent in accordance with the provisions set forth in Section 2.11. Any Additional Term Loans, Additional Revolving Facility Commitments or Additional
Revolving Commitments made on an Additional Commitments Effective Date shall be designated a separate Series (or a part of an existing Series, as applicable) for all purposes of this Agreement. 

(d) On any Additional Commitments Effective Date on which Additional Revolving Commitments or Additional Revolving Facility Commitments are
effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Commitments shall assign to each of the Additional Revolving Lenders with Additional Revolving Commitments, and each of such
Additional Revolving Lenders shall purchase from each of such Lenders, at the principal amount thereof (together with accrued interest), such interests in the applicable Revolving Loans outstanding on such Additional Commitments Effective Date as
shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Lenders with Revolving Commitments and Additional Revolving Lenders with Additional Revolving Commitments
ratably in accordance with their Revolving Commitments after giving effect to the addition of such Additional Revolving Commitments to the Revolving Commitments, (b) each Additional Revolving Commitment and Additional Revolving Facility
Commitment shall be deemed for all purposes a Revolving Commitment and each Additional Revolving Loan shall be deemed, for all purposes, a Revolving Loan (in the case of Additional Revolving Facility Commitments, of a separate Series and Class), and
(c) each Additional Revolving Lender shall become a Revolving Lender, as applicable, with respect to its Additional Revolving Commitment or its Additional Revolving Facility and all matters relating thereto (in the case of Additional Revolving
Facility Commitments, of a separate Series and Class). 
 (e) This Section 2.14 shall supersede any provisions in
Section 2.05, Section 2.13 and Section 10.01 to the contrary. The Administrative Agent and the Lenders hereby (i) agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements
contained elsewhere in this Agreement shall not apply to the Incurrence of Indebtedness expressly provided for in this Section 2.14 and (ii) waive the requirements of any other provision of this Agreement or any other Loan Document
that may otherwise prohibit the Incurrence of any Indebtedness expressly provided for by this Section 2.14. Notwithstanding any other provision of any Loan Document (except as expressly enumerated in this Section 2.14), each Joinder
Agreement may, without the consent of any other Lender, amend the terms of the Loan Documents, if necessary or reasonably advisable, to provide for terms applicable to each Additional Revolving Commitment, Additional Revolving Facility Commitment
and Additional Term Commitment. 
 (f) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this
Agreement and the other Loan Documents with the Loan Parties as may be necessary in order to establish new tranches or sub-tranches in respect of Loans or commitments made or established pursuant to this Section 2.14 and such technical
amendments as may be 

  
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necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms
consistent with this Section 2.14, including any amendments that are not adverse to the interests of any Lender that are made to effectuate changes necessary to enable any Incremental Term Loans to be fungible for United States federal
income tax purposes with the another Class of Term Loans, which shall include any amendments that do not reduce the ratable amortization received by each Lender thereunder. 

(g) On the date of effectiveness of any Additional Revolving Commitment or Additional Revolving Facility Commitment, the L/C Sublimit shall
increase by an amount, if any, agreed upon by the Administrative Agent, the relevant L/C Issuers and the Borrower. 
 SECTION 2.15
Refinancing Amendments. At any time after the Closing Date, the Borrower may obtain, from any Lender or any Affiliates thereof or any other lender that is an Eligible Assignee (other than in the case of Refinancing Notes), Credit Agreement
Refinancing Indebtedness in respect of all or any portion of the Loans, Commitments, Additional Loans, Additional Term Commitments, Additional Revolving Facility Commitments or Additional Revolving Commitments then outstanding under this Agreement
in the form of Refinancing Term Facilities, Refinancing Revolving Facilities or Refinancing Notes, in each case, other than Refinancing Notes, pursuant to a Refinancing Amendment. Any Refinancing Term Facility or Refinancing Revolving Facility shall
be denominated in the same currency as the portion of the Loans, Commitments, Additional Loans, Additional Term Commitments, Additional Revolving Facility Commitments or Additional Revolving Commitments so refinanced or in Dollars or Euros. Any
Refinancing Term Facility or Refinancing Revolving Facility may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) with the Term Loan Facilities or Revolving Facility, as applicable, in any
voluntary or mandatory prepayments (and with respect to the Revolving Facility, extensions of credit and termination of Commitments) hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment
shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary
legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements generally consistent with those delivered under Section 4.01 (which in the case of legal opinions, take into account changes to such legal
opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Credit Agreement Refinancing Indebtedness incurred under this Section 2.15
shall (i) be in an aggregate principal amount that is not less than $25,000,000 and (ii) with respect to any Refinancing Term Facilities or Refinancing Notes in the case of any Term Loans being refinanced, will have a maturity date that is
not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced; provided that the requirements of this clause (ii) shall not apply to Credit Agreement
Refinancing Indebtedness that constitutes Additional Term A Loans to the extent that, after giving effect to such Credit Agreement Refinancing Indebtedness, the aggregate principal amount of all Additional Term A Loans then outstanding does not
exceed $100,000,000. In addition, subject to Section 2.03(j), to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer maturity date, all
Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments in accordance 

  
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with their percentage of the Revolving Commitments, Additional Revolving Commitments, Additional Revolving Facility Commitments and Extended Revolving Commitments (and, except as provided in
Section 2.03(j), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued). The Administrative Agent shall promptly notify each Lender as to the effectiveness
of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the
Administrative Agent and the Borrower, to effect the provisions of this Section 2.15 and reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to
treat the Loans and Commitments subject thereto as Other Loans and/or Other Commitments). If, in connection with any proposed Refinancing Amendment, the Administrative Agent and the Borrower reasonably determine that such Credit Agreement
Refinancing Indebtedness shall be effected by an amendment of all or a portion of the existing Term Loans (in lieu of an equivalent repayment thereof), then upon the payment in cash to each such Lender of the amounts that otherwise would have been
payable to such Lender in connection with such Credit Agreement Refinancing Indebtedness (including any applicable premium with respect thereto), such Lender shall be deemed to have agreed to a concurrent assignment of an equivalent portion of such
Lender’s applicable Term Loans to the Administrative Agent or such other Lender as the Borrower and the Administrative Agent may agree (without further action by such Lender) pursuant to Section 10.07 (with the assignment fee and
any other costs and expenses to be paid by the Borrower in such instance and without any representation or warranty by such Lender). This Section 2.15 shall supersede any provisions in Section 2.05, Section 2.13
or Section 10.01 to the contrary. The Lenders hereby waive the requirements of any other provision of this Agreement or any other Loan Document that may otherwise prohibit the Incurrence of any Indebtedness expressly provided for in this
Section 2.15. 
 SECTION 2.16 Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this
Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to (i) all Lenders of Term Loans or Revolving Loans of the same Class with a like Maturity Date on a pro rata basis
(based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Loans of such Class with a like Maturity Date) or (ii) all Revolving Lenders with a Revolving Commitment of the same Class with a like termination
date on a pro rata basis (based on the aggregate Revolving Commitments of such Class with a like termination date) and, in each case, on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time
transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date of each such Lender’s Loans or Revolving Commitments and otherwise modify the terms of such Loans or such Revolving
Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans or such Revolving Commitments (and related outstandings) and/or modifying the
amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”), and each group of Loans or Revolving Commitments as so extended, as well as the original Loans (not so extended) or Revolving Commitments
(not so extended), being a Series; any Extended Term Loans, Extended Revolving Loans or Extended Revolving Commitments (each as defined below) shall constitute a separate Series of Loans or Revolving Commitments from the Series of Loans or 

  
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Revolving Commitments from which they were converted, so long as the following terms are satisfied or waived: (i) no Event of Default shall have occurred and be continuing at the time the
offering document in respect of an Extension Offer is delivered to the Lenders and no Event of Default shall exist immediately after the effectiveness of any Extended Loans or Extended Revolving Commitments, as applicable, (ii) except as to
interest rates, yield, AHYDO payments, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv),
(v) and (vi), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans or Revolving Commitments, as applicable, of any Lender that agrees to an Extension with respect to such Loans or Revolving
Commitments, as applicable (each, an “Extended Term Lender” or an “Extended Revolving Lender” and, together, the “Extending Lenders”) extended pursuant to any Extension (any such Term Loan whose
Maturity Date is so extended, an “Extended Term Loan”, any such Revolving Loan whose Maturity Date is so extended, an “Extended Revolving Loan”, and any such Revolving Commitment whose termination date is so
extended, an “Extended Revolving Commitment”) shall have substantially same terms or terms that are more favorable to the Borrower and its Restricted Subsidiaries (taken as a whole and as reasonably determined in good faith by the
Borrower) than those applicable to the Class of Loans or the Class of Revolving Commitments, as applicable, subject to such Extension Offer (except for covenants or other provisions contained therein applicable only to periods after the then latest
Maturity Date for the Class of Loans or the Class of Revolving Commitments, as applicable, subject to such Extension Offer), (iii) the amortization schedule applicable to any Extended Term Loans pursuant to Section 2.07 for the
periods prior to the original Maturity Date for the applicable Class of Term Loans whose Maturity Date is so extended may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the
remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or
mandatory repayments or prepayments hereunder, in each case as specified in the applicable Extension Offer (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and
(B) repayments required upon the Maturity Date of the non-extending Revolving Commitments), (vi) if the aggregate principal amount of Loans (calculated on the face amount thereof) or Revolving Commitments, as applicable, in respect of
which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans or Revolving Commitments, as applicable, offered to be extended by the Borrower pursuant to such Extension Offer, then the
Loans or the Revolving Commitments, as applicable, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have
accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. In addition,
subject to Section 2.03(j), to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer maturity date, all Letters of Credit shall be
participated on a pro rata basis by all Lenders with Revolving Commitments in accordance with their percentage of the Revolving Commitments, Additional Revolving Commitments, Additional Revolving Facility Commitments and Extended Revolving
Commitments (and, except as provided in Section 2.03(j), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued). 

  
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 (b) With respect to all Extensions consummated by the Borrower pursuant to this
Section 2.16, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (ii) each Extension Offer is required to be in a minimum amount of $25,000,000,
provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the
Borrower’s sole discretion and which may be waived by the Borrower) of Loans or Revolving Commitments of any or all applicable tranches be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by
this Section 2.16 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans or Extended Revolving Commitments on such terms as may be set forth in the relevant Extension Offer) and
hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.05, 2.13 and 10.01) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction
contemplated by this Section 2.16. 
 (c) No consent of any Lender or the Administrative Agent shall be required to effectuate
any Extension, other than the consent of each Lender agreeing to such Extension with respect to its Revolving Commitments (or a portion thereof) or one or more of its Loans (or a portion thereof). All Extended Loans, Extended Revolving Commitments
and all Obligations in respect of the foregoing shall be Obligations under this Agreement and the other Loan Documents and, unless (x) the Loans or Revolving Commitments being extended by this Section 2.16 are unsecured or
(y) otherwise agreed by the Borrower and the Lender providing such Extension, such Extended Loans or Extended Revolving Commitments shall be secured by the Collateral on a pari passu basis with the Secured Obligations; provided,
however, no Extension may provide for any Class of Extended Loans or Extended Revolving Commitments to be secured by any Collateral or other assets of any Loan Party or subsidiary thereof that does not also secure the existing Loans and
Commitments. The Lenders hereby irrevocably authorize the Administrative Agent and the Collateral Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be
necessary or reasonably advisable in order to establish new Classes of Loans and/or Commitments, as applicable, and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower
in connection with the establishment of such new Series, in each case on terms consistent with this Section 2.16. All such Extension Amendments entered into with Borrower by Administrative Agent hereunder shall be binding on the Lenders.

 (d) In connection with any Extension, the Borrower will provide notification to Administrative Agent (for distribution to the Lenders of
the applicable Class) of the requested new maturity date for the extended Loans of each such Class and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension
shall, prior to such due date, provide Administrative Agent with a written notice thereof. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. Any Extension shall be
effected pursuant to such procedures, if any, as may be mutually agreed by Administrative Agent and Borrower to accomplish the purposes of this Section 2.16. 

  
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 (e) No conversion of Loans pursuant to any Extension shall constitute a voluntary or mandatory
prepayment for purposes of this Agreement. This Section 2.16 shall supersede any provisions in Section 2.05, Section 2.13 or Section 10.01 to the contrary. 

SECTION 2.17 Cash Collateral. 

(a) Obligation to Cash Collateralize. Upon the request of the Administrative Agent or the applicable L/C Issuer (i) if the
applicable L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing or (ii) if, as of the L/C Expiration Date, any L/C Obligation for any reason remains outstanding, or as
otherwise required pursuant to Section 8.01, the Borrower shall, in each case, immediately Cash Collateralize the then outstanding amount of all L/C Obligations in an amount not less than the Minimum Collateral Amount. At any time that
there shall exist a Defaulting Lender, within one Business Day of written request of the Administrative Agent, the Swingline Lender or any applicable L/C Issuer (in each case, with a copy to the Administrative Agent), the Borrower shall Cash
Collateralize all Fronting Exposure of such Swingline Lender or L/C Issuer with respect to such Defaulting Lender (determined after giving effect to Section 2.18(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an
amount not less than the Minimum Collateral Amount. 
 (b) Grant of Security Interest. All Cash Collateral (other than credit support
not constituting funds subject to deposit) shall be maintained in Cash Collateral Accounts which shall bear interest for the benefit of the Borrower. The Borrower and, to the extent provided by any Lender, such Lender, hereby grants to (and subject
to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the Swingline Lender, the applicable L/C Issuers and the applicable Lenders, and agrees to maintain, a first priority security interest in all such Cash
Collateral, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and all proceeds of the foregoing, as security for the obligations to which such Cash Collateral may be applied pursuant to
paragraph (c) of this Section. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim (other than non-consensual Permitted Liens which do not have priority over the claim of the Administrative
Agent) of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount or, if applicable, the applicable Fronting Exposure and other obligations
secured thereby, the Borrower or the relevant Defaulting Lender will, promptly following written demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such
deficiency. 
 (c) Application. Notwithstanding anything herein to the contrary, Cash Collateral provided under this Section,
Section 2.18 or Section 8.01 or otherwise in respect of Letters of Credit or Swingline Loans shall be applied to the satisfaction of the specific L/C Obligations or Swingline Loans, obligations to fund participations therein
(including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligations) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be
provided for herein. 

  
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 (d) Termination of Requirement. Cash Collateral (or the appropriate portion thereof)
provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of the Defaulting
Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.07)), or (ii) the determination by the Administrative Agent that there exists excess Cash Collateral; provided that
(A) Cash Collateral furnished by or on behalf of the Borrower shall not be released during the continuance of a Default under Section 8.01(a) or an Event of Default (and following application as provided in this Section may be
otherwise applied in accordance with Section 8.03) and (B) the Person providing Cash Collateral, the Swingline Lender and the applicable L/C Issuer(s) may agree that Cash Collateral shall be held to support future anticipated
Fronting Exposure or other obligations hereunder. 
 SECTION 2.18 Defaulting Lenders. 

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

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or
consent with respect to this Agreement shall be restricted as set forth in Section 10.01 unless otherwise agreed by the Borrower and the Administrative Agent. 

(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 7 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to
Section 10.09 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder;
second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the applicable L/C Issuer(s) or the Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuers’ and Swingline Lender’s
Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.17; fourth, as the Borrower may request (so long as no Default or Event of Default shall have occurred and be continuing), to the funding of any
Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as reasonably 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 Issuers’
and Swingline Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit or Swingline Loans issued under this Agreement, in accordance with Section 2.17; sixth, to the


  
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payment of any amounts owing to the Lenders, the Swingline Lender or the applicable L/C Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the
Swingline Lender or the applicable L/C Issuers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default shall have occurred
and be continuing, 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 or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 (or, if such Loans or were made
in the initial Credit Extension, Sections 4.01 and 4.02) were satisfied or waived, such payment shall be applied solely to pay the Loans of, and the L/C Borrowings owed to, all the Non-Defaulting Lenders on a pro rata basis prior to
being applied to the payment of any Loans of, or L/C Borrowings owed to, such Defaulting Lender. 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 clause (ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. 

(iii) Commitment and L/C Fees. (x) No Defaulting Lender shall be entitled to receive any commitment fees payable
under Section 2.09(a) for any period during which such 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 such Defaulting Lender) and
(y) each Defaulting Lender shall be limited in its right to receive L/C Fees as provided in Section 2.09(b). 

(iv) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s
participation in L/C Obligations or Swingline Loans shall be automatically reallocated among the Non-Defaulting Lenders on a pro rata basis in accordance with their respective Revolving Percentages (calculated without regard to such
Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the sum of the aggregate Outstanding Amount of the Revolving Loans of any Non-Defaulting Lender, plus such Lender’s Revolving Percentage of the
outstanding amount of all L/C Obligations and Swingline Loans at such time, to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 2.19, no reallocation hereunder shall constitute a waiver or release of any claim
of any party hereunder against a Defaulting Lender arising from such 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. 
 (b) Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender and each 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 

  
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arrangements with respect to any Cash Collateral), such 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 Swingline Loans to be held pro rata by the Lenders in accordance with the Commitments under the applicable
Facility (without giving effect to Section 2.18(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of
the Borrower while such Lender was a Defaulting Lender; provided, further, that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or
release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender. 
 (c) New Letters of
Credit. So long as any Revolving Lender is a Defaulting Lender, no L/C Issuer shall be required to issue, extend or amend any Letter of Credit unless it is satisfied that it will have no Fronting Exposure, taking into account the reallocation
provisions in Section 2.18(a)(iv), after giving effect thereto. 
 SECTION 2.19 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. 
 ARTICLE 3. 

TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY 

SECTION 3.01 Taxes. (a) Payments to Be Free and Clear. Subject to Section 3.01(b), all sums payable by any Loan
Party hereunder and under the other Loan Documents 

  
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shall (except to the extent required by law) be paid free and clear of, and without any deduction or withholding on account of, any Tax imposed, levied, collected, withheld or assessed by any
Governmental Authority or any political subdivision or taxing authority thereof or therein. 
 (b) Withholding of Taxes. If any Loan
Party or the Administrative Agent is required by law to make any deduction or withholding on account of any Tax from any sum paid or payable by or on behalf of any Loan Party to the Administrative Agent, or any Lender under any of the Loan
Documents: (i) the Borrower shall notify the Administrative Agent or the Administrative Agent shall notify the Borrower, as applicable, of any such requirement or any change in any such requirement as soon as reasonably possible after the
Borrower or the Administrative Agent becomes aware of it; (ii) the Borrower or Administrative Agent (or other relevant Loan Party) shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the
liability to pay is imposed on any Loan Party) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender;
(iii) in the case of an Indemnified Tax, the sum payable by such Loan Party in respect of which the relevant deduction or withholding is required shall be increased to the extent necessary to ensure that, after the making of that deduction or
withholding, the Administrative Agent or such Lender, as the case may be, receives on the relevant due date a net sum equal to what it would have received had no such deduction or withholding been required or made; and (iv) within thirty days
after paying any sum from which any deduction or withholding has been made, the Borrower shall deliver to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent of such deduction or withholding and of the remittance
thereof to the relevant tax or other authority; provided, no such additional amount shall be required to be paid under clause (iii) above with respect to any Excluded Taxes. 

(c) Payment of Other Taxes. Without duplication of any obligation in paragraph (b) hereof, the Loan Parties shall timely pay to
the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent or the Lenders timely reimburse it for the payment of any Other Taxes. 

(d) Evidence of Exemption From U.S. Withholding Tax. Each Lender that is not a United States person (as such term is defined in
Section 7701(a)(30) of the Code) for U.S. federal income tax purposes (a “Non-US Lender”) shall deliver to the Administrative Agent and Borrower, on or prior to the Closing Date (in the case of each Lender listed on the
signature pages hereof on the Closing Date) or on or prior to the date of the Assignment and Assumption pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the
Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i) two executed original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (claiming the benefits of any applicable income tax treaty), W-8EXP,
W-8ECI and/or W-8IMY (or any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Code or reasonably requested by the Borrower or Administrative Agent to establish that such Lender is
not subject to (or is subject to a reduced rate of) deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents, or
(ii) a certificate substantially in the form of Exhibit R-1 to R-4, as applicable (the “Tax Compliance Certificate”), together with 

  
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two executed original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (and/or W-8IMY, if applicable) (or any successor form), properly completed and duly executed by such Lender, and
such other documentation required under the Code or reasonably requested by the Borrower or Administrative Agent to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any
payments to such Lender of interest payable under any of the Loan Documents. If any Lender provides an Internal Revenue Service Form W-8IMY, such Lender must also attach the additional documentation that must be transmitted with Internal Revenue
Service Form W-8IMY, including the appropriate forms described in this Section 3.01(d). Each Non-US Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to
such Non-US Lender under any of the Loan Documents (for example, in the case of a typical participation by such Non-US Lender), shall deliver to the Borrower and the Administrative Agent on the date when such Non-US Lender ceases to act for its own
account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (in either case, in the reasonable exercise of its discretion), two
duly signed, properly completed copies of IRS Form W-8IMY (or any successor thereto), together with any form, certificate, and/or statement required to be attached thereto under the Code or the regulations thereunder, to establish that such Non-US
Lender is not acting for its own account with respect to a portion of any such sums payable to such Non-US Lender and to establish what the applicable U.S. withholding tax is with respect to payments made with respect to such portion. Each Lender
that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall deliver to the Borrower and Administrative Agent on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof
on the Closing Date) or on or prior to the date of the Assignment and Assumption pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Borrower and
Administrative Agent (each in the reasonable exercise of its discretion) two properly completed and duly executed original copies of Internal Revenue Service Form W-9 (or successor forms). Notwithstanding anything to the contrary contained herein, a
Non-US Lender shall not be required to deliver any form or statement pursuant to this Section 3.01(d) that such Non-US Lender is not legally able to deliver. Each Lender required to deliver any forms, certificates or other evidence with
respect to United States federal income tax withholding matters pursuant to this Section 3.01(d) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse
in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any respect, that such Lender shall promptly deliver to Administrative Agent for transmission to the Borrower two new original copies of
Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8EXP, W-8ECI, W-8IMY or W-9, or a Tax Compliance Certificate and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (or any successor form), as the case may be, in each
case properly completed and duly executed by such Lender, and such other documentation required under the Code or reasonably requested by the Borrower or Administrative Agent to confirm or establish that such Lender is not subject to (or is subject
to a reduced rate of) deduction or withholding of United States federal income tax with respect to payments to such Lender under the Loan Documents, or notify the Administrative Agent and Borrower of its inability to deliver any such forms,
certificates or other evidence. The Administrative Agent shall provide documentation to the Borrower pursuant to this Section 3.01(d) as if it were a Lender. 

  
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 (e) Evidence of Exemption from Non-U.S. Withholding Tax. A Lender that is entitled to an
exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which the Borrower is subject to tax, or any tax treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver,
within a reasonable period of time, to the Borrower (with a copy to the Administrative Agent), as reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law (including, if relevant, a
certificate of residence) as will permit such payments to be made without withholding or at a reduced rate, provided that such Lender is able to complete, execute and deliver such documentation legally and without undue prejudice. 

(f) Borrower Indemnification for Failure to Pay Required Taxes, etc. Without duplication of any obligation in paragraph (b) or
(c) hereof, the Loan Parties shall indemnify the Administrative Agent and the Lenders for any Indemnified Taxes payable or paid by the Administrative Agent or the Lenders or required to be withheld or deducted from a payment the Administrative
Agent or the Lenders 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, provided that if the Borrower
reasonably believes that such Taxes were not correctly or legally asserted, the Administrative Agent or such Lender shall use reasonable efforts to cooperate with the Borrower to obtain a refund of such Taxes at the Borrower’s expense, so long
as such efforts would not, in the sole determination of the Administrative Agent or such Lender (as the case may be), result in any additional costs, expenses or risks or be otherwise disadvantageous to it. Payment under this indemnification must be
made within fifteen days from the date any of the Administrative Agent or any Lender or any of their respective Affiliates makes written demand therefore accompanied by appropriate evidence of the Tax and its payment. 

(g) Treatment of Certain Refunds. If the Administrative Agent or a Lender determines, in its sole discretion exercised in good faith,
that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by a Loan Party or with respect to which the Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay to such Loan
Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Credit Party under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund), net of
all out-of-pocket expenses of the Administrative Agent or such Lender, as applicable, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Loan Party, upon
the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender
in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the Administrative Agent or any Lender be required
to pay any amount to any Loan Party pursuant to this paragraph (g) the payment of which would place the Administrative Agent or such Lender, as applicable, in a less favorable net after-Tax position than the Administrative Agent or such Lender
would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require the Administrative Agent or any Lender 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. 

  
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 (h) FATCA. If a payment made to a Recipient under any Loan Document would be subject to
U.S. federal withholding Tax imposed by FATCA if such Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Recipient
shall deliver to the Borrower and Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or Administrative Agent such documentation prescribed by applicable law (including as
prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or Administrative Agent as may be necessary for the Borrower and Administrative Agent to comply with their obligations
under FATCA and to determine whether such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 3.01(h),
“FATCA” shall include any amendments made to FATCA after the Closing Date that are not already included in the definition of “FATCA.” 

(i) Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to
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 the return reporting such payment or
other evidence of such payment reasonably satisfactory to the Administrative Agent. 
 (j) 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, the termination of any Commitment and the repayment, satisfaction or
discharge of all obligations under any Loan Document. 
 (k) Definitions. For the purposes of this Section 3.01, the
references to “Lender” shall include any L/C Issuers. 
 SECTION 3.02 Making or Maintaining Eurocurrency Rate Loans. 

(a) Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which
determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with the Borrower), on any Interest Rate Determination Date with respect to any Eurocurrency Rate Loans, that by reason of
circumstances affecting the London interbank market (i) adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of “Adjusted Eurocurrency Rate” or
(ii) the “Adjusted Eurocurrency Rate” does not adequately and fairly reflect the cost to the Lenders of funding the subject Eurocurrency Rate Loans, the Administrative Agent shall on such date give notice (by telefacsimile or by
telephone confirmed in writing) to Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, Eurocurrency Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders
that the circumstances giving rise to such notice no longer exist, and (ii) any Committed Loan Notice given by Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by Borrower. 

  
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 (b) Illegality or Impracticability of Eurocurrency Rate Loans In the event that on any
date (i) any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with the Borrower and the Administrative Agent) that the making,
maintaining, converting to or continuation of its Eurocurrency Rate Loans has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any
such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) the Administrative Agent is advised by the Required Lenders (which
determination shall be final and conclusive and binding upon all parties hereto) that the making, maintaining, converting to or continuation of its Eurocurrency Rate Loans has become impracticable, as a result of contingencies occurring after the
date hereof which materially and adversely affect the London interbank market or the position of the Lenders in that market, then, and in any such event, such Lenders (or in the case of the preceding clause (i), such Lender) shall be an
“Affected Lender” and such Affected Lender shall on that day give notice (in writing by telefacsimile or by telephone confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice the
Administrative Agent shall promptly transmit to each other Lender). If the Administrative Agent receives a notice from (x) any Lender pursuant to clause (i) of the preceding sentence or (y) Lenders constituting the Required Lenders
pursuant to clause (ii) of the preceding sentence, then (1) the obligation of the Lenders (or, in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) to make Loans as, or to convert Loans to,
Eurocurrency Rate Loans shall be suspended until such notice shall be withdrawn by each Affected Lender, (2) to the extent such determination by the Affected Lender relates to a Eurocurrency Rate Loan then being requested by the Borrower
pursuant to a Committed Loan Notice, the Lenders (or in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base
Rate Loan, (3) the Lenders’ (or in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender’s) obligations to maintain their respective outstanding Eurocurrency Rate Loans (the “Affected
Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (4) the Affected Loans shall automatically convert into Base
Rate Loans (in the case of Affected Loans that are denominated in an Alternative Currency, with an Applicable Rate equal to the Base Rate plus a margin that is 1.00% less than the margin that would otherwise be applicable to Eurocurrency Rate Loans
of such Class) on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurocurrency Rate Loan then being requested by the Borrower pursuant to a Committed
Loan Notice, the Borrower shall have the option, subject to the provisions of Section 3.04, to rescind such Committed Loan Notice as to all Lenders by promptly giving notice (in writing by telefacsimile or by telephone confirmed in
writing) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender).
Except as provided in the immediately preceding sentence, nothing in this Section 3.02(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, Eurocurrency Rate
Loans in accordance with the terms hereof. 
 (c) Booking of Eurocurrency Rate Loans. Subject to Sections 3.01 and
3.05, any Lender may make, carry or transfer Eurocurrency Rate Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of such Lender. 

  
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 (d) Assumptions Concerning Funding of Eurocurrency Rate Loans. Calculation of all amounts
payable to a Lender under this Section 3.02 and under Sections 3.03 and 3.04 shall be made as though such Lender had actually funded each of its relevant Eurocurrency Rate Loans through the purchase of a Eurocurrency
deposit bearing interest at the rate obtained pursuant to clause (i) of the definition of “Adjusted Eurocurrency Rate” in an amount equal to the amount of such Eurocurrency Rate Loan and having a maturity comparable to the relevant
Interest Period and through the transfer of such Eurocurrency deposit from an offshore office of such Lender to a domestic office of such Lender in the United States; provided, however, each Lender may fund each of its Eurocurrency
Rate Loans in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this Section 3.02 and under Sections 3.03 and 3.04. 

SECTION 3.03 Increased Cost; Capital Adequacy. 

(a) Compensation for Increased Costs and Taxes. In the event that any Lender shall determine (which determination shall, absent manifest
error, be final and conclusive and binding upon all parties hereto) that (A) any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (regardless of whether
the underlying law, treaty or governmental rule, regulation or order was issued or enacted prior to the date hereof), including the introduction of any new law, treaty or governmental rule, regulation or order but excluding solely proposals thereof,
or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof (provided that the introduction of any new law, treaty or governmental rule, regulation or order, or any determination of a court or
Governmental Authority with respect to the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and 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 regulatory authorities, in each case pursuant to Basel III, in each case that becomes
effective after the Closing Date shall be considered a change in law whether promulgated before or after the Closing Date), or (B) any guideline, request or directive by any central bank or other governmental or quasi-governmental authority
(whether or not having the force of law) or any implementation rules or interpretations of previously issued guidelines, requests or directives, in each case that is issued or made after the date hereof: (i) subjects such Lender (or its
applicable lending office) to any additional Tax (other than any Excluded Taxes or Indemnified Taxes, which are exclusively covered by Section 3.01 hereof) with respect to this Agreement or any of the other Loan Documents or any of its
obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder or thereunder; (ii) imposes, modifies or holds applicable any reserve
(including any marginal, emergency, supplemental, special or other reserve), special deposit, liquidity, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or
advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurocurrency Rate Loans that are reflected in the


  
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definition of “Adjusted Eurocurrency Rate”) or any company controlling such Lender; or (iii) imposes any other condition (other than with respect to Taxes) on or affecting such
Lender (or its applicable lending office) or any company controlling such Lender or such Lender’s obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to
make, making or maintaining Eurocurrency Rate Loans hereunder (or of maintaining its obligation to make any such Loan), or to increase the cost to any 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 any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, so long as such Lender generally requires
similar obligors under other credit facilities of this type made available by such Lender to similarly so compensate such Lender, the Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such
additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or in a lump sum or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for
any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the
additional amounts owed to such Lender under this Section 3.03, which statement shall be conclusive and binding upon all parties hereto absent manifest error; provided, that, with respect to a Lender other than a Lender listed on
the signature pages hereof on the Closing Date, no such additional amount shall be required to be paid unless such law, treaty, governmental rule, regulation, order, change therein, interpretation, administration or application thereof, or
determination becomes effective, or such guideline, request or directive is issued or made, after the effective date of the Assignment and Assumption pursuant to which such Lender became a Lender (provided that the introduction of any new law,
treaty or governmental rule, regulation or order, or any determination of a court or Governmental Authority with respect to the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or
issued in connection therewith and 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
regulatory authorities, in each case pursuant to Basel III, in each case that becomes effective after the date of such Assignment and Assumption shall be considered a change in law whether promulgated before or after such date). 

(b) Capital Adequacy Adjustment. In the event that any Lender shall have determined (which determination shall, absent manifest error,
be final and conclusive and binding upon all parties hereto) that (A) the adoption, effectiveness, phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision
thereof) regarding capital adequacy or liquidity, but including the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith (whether or not promulgated
before or after the Closing Date) and 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
regulatory authorities, in each case pursuant to Basel III (whether or not promulgated before or after the Closing Date), or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or
comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) or 

  
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any company controlling such Lender with any guideline, request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority,
central bank or comparable agency, in each case after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company controlling such Lender as a consequence of, or with reference to, such
Lender’s Loans or other obligations hereunder with respect to the Loans to a level below that which such Lender or such controlling company could have achieved but for such adoption, effectiveness,
phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company with regard to capital adequacy or liquidity), then, in any such case, so long
as such Lender generally requires similar obligors under other credit facilities of this type made available by such Lender to similarly so compensate such Lender, within five Business Days after receipt by the Borrower from such Lender of the
statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company on an after-tax basis for such
reduction. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this
Section 3.03(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. 
 SECTION 3.04
Funding Losses. The Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest
paid or payable by such Lender to Lenders of funds borrowed by it to make or carry its Eurocurrency Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or
re-employment of such funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurocurrency Rate Loan
does not occur on a date specified therefor in a Committed Loan Notice or a telephonic request for borrowing, or a conversion to or continuation of any Eurocurrency Rate Loan does not occur on a date specified therefor in a Committed Loan Notice or
a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its Eurocurrency Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that
Loan; or (iii) if any prepayment of any of its Eurocurrency Rate Loans is not made on any date specified in a notice of prepayment given by Borrower. 

SECTION 3.05 Matters Applicable to Requests for Compensation. 

(a) Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for
administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 3.01,
3.02, 3.03 or 3.04, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its
Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such Lender to be an Affected
Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender 

  
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pursuant to Section 3.01, 3.02, 3.03 or 3.04 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding
or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided, such Lender will not be obligated
to utilize such other office pursuant to this Section 3.05 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. 

(b) Any Agent or any Lender claiming compensation under this Article 3 shall deliver a certificate to the Borrower setting forth in
reasonable detail the additional amount or amounts to be paid to it hereunder, which shall be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may use any reasonable averaging and attribution
methods. 
 (c) Limitation on Additional Amounts, etc. Failure or delay on the part of any Lender or L/C Issuer to demand
compensation pursuant to Section 3.01(f), 3.03 or 3.04 of this Agreement shall not constitute a waiver of such Lender’s or L/C Issuer’s right to demand such compensation; provided that the Borrower shall
not be required to compensate a Lender or L/C Issuer pursuant to Section 3.01(f), 3.03 or 3.04 for any increased costs, taxes, loss, expense or liability incurred or reductions suffered more than 180 days prior to the date
that such Lender or L/C Issuer, as the case may be, notifies the Borrower of the circumstances giving rise to such increased costs, taxes, loss, expense or liability or reductions, and of such Lender’s or L/C Issuer’s intention to claim
compensation therefor (except that, if the circumstances under Section 3.01(f), 3.03 or 3.04 giving rise to such increased costs, taxes, loss, expense or liability or reductions is retroactive, then the 180-day period
referred to above shall be extended to include the period of retroactive effect thereof). 
 SECTION 3.06 Replacement of Lenders Under
Certain Circumstances. (a) If at any time (w) the Borrower becomes obligated to pay additional amounts or indemnity payments (other than amounts in respect of Other Taxes) described in Section 3.01,
Section 3.02, Section 3.03 or Section 3.04 as a result of any condition described in such Sections, (x) any Lender becomes a Defaulting Lender, (y) any Lender refuses to make any Extension pursuant to
Section 2.16 or (z) any Lender becomes a Non-Consenting Lender, then the Borrower may (1) terminate the unused Revolving Commitment of such Lender and repay the Loans of such Lender on a non-pro rata basis or (2) with
respect to any such Lenders, replace such Lender (in its capacity as a Lender under the applicable Facility, subject to such Extension or if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a
certain Class of Loans or Commitments) by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee paid) all of its rights and Obligations under this Agreement (in
respect of the applicable Class of Loans or Commitments subject to such Extension or if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Commitments) to one or more
Eligible Assignees; provided that (A) in the case of any Eligible Assignees in respect of Non-Consenting Lenders, the replacement Lender shall agree to the consent, waiver or amendment to which the Non-Consenting Lender did not agree and
(B) neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person. 

  
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 (b) Any Lender being replaced pursuant to Section 3.06(a) above shall
(i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans of the applicable Class and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent.
Pursuant to such Assignment and Assumption, (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans of the applicable Class, (ii) all obligations of the
Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such Assignment and Assumption and (iii) upon such payment and,
if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender
hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In the event that a Lender does not comply with
the requirements of this clause (b) within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an
assignment in accordance with Section 10.07 on behalf of any Lender being replaced pursuant to Section 3.06(a) above, and any such documentation so executed by Administrative Agent shall be effective for purposes of
documenting an assignment pursuant to Section 10.07. 
 (c) Notwithstanding anything to the contrary contained above,
(i) any Lender that acts as an L/C Issuer may not be replaced hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up
standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such L/C Issuer or the depositing of Cash Collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory
to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) the Lender that acts as the Administrative Agent may not be replaced in such capacity hereunder except in accordance with the terms of
Section 9.07. 
 (d) In the event that (i) the Borrower or the Administrative Agent has requested the Lenders to consent to
a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all directly and adversely affected Lenders in accordance with the
terms of Section 10.01 or all the Lenders with respect to a certain Class of Loans or Commitments and (iii) either the directly and adversely affected Lenders holding more than 50.1% of such directly and adversely affected Total
Outstandings, and aggregate unused Revolving Commitments or the Required Lenders, as applicable, have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a
“Non-Consenting Lender.” 
 SECTION 3.07 Survival. All of the Borrower’s obligations under
this Article 3 shall survive termination of the Commitments and repayment of all other Obligations hereunder. 

  
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 ARTICLE 4. 

CONDITIONS PRECEDENT 

SECTION 4.01 Conditions Precedent to Closing Date. 

The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver by each Lender of the
following conditions precedent: 
 (a) The Administrative Agent shall have received copies of the Historical Financial Statements and the
Pro Forma Balance Sheet. 
 (b) The Administrative Agent and the Arrangers shall have received all documentation and other information about
the Borrower and each other Loan Party at least 3 Business Days prior to the Closing Date as has been reasonably requested in writing at least 10 Business Days prior to the Closing Date by the Administrative Agent or the Arrangers that is required
by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. 

(c) The Administrative Agent shall have received with respect to the Borrower and each other Loan Party: (i) Organizational Documents
certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or jurisdiction of its incorporation or formation, as applicable, and certified by a secretary or assistant secretary of the Borrower and
each other Loan Party, as applicable, to be true and complete as of the Closing Date; (ii) resolutions or other action duly adopted by the board of directors (or other governing body) of the Borrower and each other Loan Party authorizing and
approving the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; (iii) incumbency certificates of Responsible Officers authorized to act in connection with this Agreement and the other
Loan Documents to which the Borrower and each other Loan Party is a party and (iv) such certificates of good standing or the equivalent from the Borrower’s and each other Loan Party’s jurisdiction of incorporation or formation, as
applicable, relating to the existence of the Borrower and each other Loan Party. 
 (d) Since September 30, 2015, there shall not have
occurred a circumstance or condition that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. 

(e) The Administrative Agent (or its counsel) shall have received this Agreement, executed and delivered by the Administrative Agent, the
Borrower, and each Lender listed in Schedule 2.01, which schedule shall be on file with the Administrative Agent. 
 (f)
(i) The Administrative Agent shall have received from the Borrower and each Guarantor (A) a counterpart of the Security Agreement executed and delivered by the Borrower and each Guarantor, (ii) the Administrative Agent shall have
received from the Borrower and each Guarantor a counterpart of the Guarantee Agreement executed and delivered by the Borrower and each Guarantor, and (iii) the Agents shall have received, on or before the Closing Date, all documents and
instruments required to create and perfect the Collateral Agent’s security interests in the Collateral for the benefit of the Secured Parties to the extent required by 

  
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the Loan Documents, including (w) Uniform Commercial Code financing statements required by Law or reasonably requested by the Collateral Agent (to the extent required by the Security
Agreement) to be filed, registered, published or recorded to create or perfect (if and to the extent required by the Security Agreement) the Liens (subject only to Liens permitted pursuant by Section 7.01) intended to be created under
the Loan Documents, (x) fully executed Intellectual Property Security Agreements in proper form for filing or recording in all appropriate places in all applicable jurisdictions, memorializing and recording the encumbrance of the intellectual
property assets listed in Schedule II to the Security Agreement, (y) a completed Perfection Certificate dated the Closing Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby,
and (z) all Collateral consisting of intercompany notes, stock certificates (or equivalent) and, if applicable, blank executed stock transfer forms of the Borrower and its Restricted Subsidiaries and other Instruments to the extent certificated
or evidenced by notes and required to be delivered under the Loan Documents, and, to the extent applicable, all such documents and instruments shall have been so filed, registered or recorded or other arrangements reasonably satisfactory to such
Agent for such filing, registration or recordation shall have been made. 
 (g) Each Loan Party shall have obtained each order, consent,
approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any Governmental Authority, as is required to authorize, or is required in connection with, (i) the execution, delivery and
performance of any Loan Document and (ii) the legality, validity, binding effect or enforceability of any such Loan Document, to the extent such approvals, consents, exemptions, authorizations or other actions, notices or filings are required
to be obtained pursuant to Section 5.04. 
 (h) The Borrower and its Subsidiaries will have no Indebtedness for borrowed money
other than (i) Indebtedness under the Loan Documents, (ii) Indebtedness under the Senior Notes, (iii) letters of credit and surety bonds, (iv) intercompany Indebtedness and (v) other Indebtedness permitted under
Section 7.03. 
 (i) The Administrative Agent shall have received (a) a customary written opinion (addressed to the
Administrative Agent, the Collateral Agent and the Lenders and dated the Closing Date) of Skadden, Arps, Slate, Meagher & Flom LLP, special California, Delaware and New York counsel for the Loan Parties and (b) a customary written
opinion (addressed to the Administrative Agent, the Collateral Agent and the Lenders and dated the Closing Date) of Lowenstein Sandler LLP, special New Jersey counsel for the Loan Parties. The Loan Parties hereby request such counsel to deliver such
opinions. 
 (j) The Administrative Agent shall have received a solvency certificate from the chief financial officer of the Borrower (after
giving effect to the Transactions) substantially in the form attached hereto as Exhibit O. 
 (k) All fees and expenses required to
be paid or reimbursed on the Closing Date pursuant to this Agreement to the Administrative Agent, the Arrangers and the Lenders (including reasonable out-of-pocket expenses and reasonable fees, disbursements and other charges of counsel to the
Administrative Agent and of any local counsel to the Administrative Agent and the Arrangers), to the extent invoiced at least three (3) Business Days prior to the Closing Date, shall have been paid in full (which amounts may be offset against
the proceeds of the initial Credit Extension, if any). 

  
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 (l) The Administrative Agent shall have received a notice with respect to the initial Borrowing,
as required by Article 2. 
 (m) The Collateral Agent shall have received a certificate from the applicable Loan Party’s
insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to Section 6.07(a) is in full force and effect. 

(n) The Administrative Agent shall have received the results of a recent lien, federal tax lien, judgment and litigation search in each of the
jurisdictions or offices (including, without limitation, in the United States Patent and Trademark Office and the United States Copyright Office) in which UCC financing statement or other filings or recordations should be made to evidence or perfect
security interests in all assets of the Loan Parties (or would have been made at any time during the five years immediately preceding the Closing Date to evidence or perfect Liens on all assets of the Loan Parties), and such search shall reveal no
Liens on any of the assets of the Loan Parties except for Permitted Liens or Liens to be terminated on the Closing Date pursuant to documentation reasonably satisfactory to the Administrative Agent. 

Without limiting the generality of the provisions of Article 9, for purposes of determining compliance with the conditions specified in this
Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or
acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. 

SECTION 4.02 Conditions Precedent to All Credit Extensions. The obligation of each Lender (including the Swingline Lender) to honor any
Request for Credit Extension (other than in connection with (i) a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans or (ii) an Additional Facility incurred to
finance a Limited Condition Transaction, in which case the relevant conditions precedent shall be specified in the applicable Additional Facility Agreement) is subject to satisfaction or waiver (in accordance with Section 10.01) of the
following conditions precedent: 
 (a) The representations and warranties of the Borrower and each other Loan Party contained in Article
5 and each other Loan Document shall be true and correct in all material respects (provided that any such representations and warranties which are qualified by materiality, Material Adverse Effect or similar language shall be true and correct in
all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (provided that
any such representations and warranties which are qualified by materiality, Material Adverse Effect or similar language shall be true and correct in all respects) as of such earlier date. 

(b) No Default or Event of Default shall have occurred and be continuing or would result from such Credit Extension or from the application of
the proceeds therefrom. 

  
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 (c) The Administrative Agent and, if applicable, the applicable L/C Issuer shall have received a
Request for Credit Extension in accordance with the requirements hereof. 
 Each Request for Credit Extension delivered by the Borrower
hereunder and each Credit Extension shall be deemed to constitute a representation and warranty by the Borrower on and as of the date of the applicable Credit Extension as to the matters specified in clauses (a) and (b) above
in this Section. 
 ARTICLE 5. 

REPRESENTATIONS AND WARRANTIES 

The Borrower represents and warrants to the Agents and the Lenders on the Closing Date and on each other Credit Date that: 

SECTION 5.01 Corporate Status. 

Each Loan Party and each of its Restricted Subsidiaries (i) is a duly organized and validly existing corporation, partnership or limited
liability company or other entity in good standing under the laws of the jurisdiction of its incorporation or organization (or the equivalent thereof in the case of Foreign Subsidiaries to the extent such concept is applicable in the relevant
jurisdiction), (ii) has all the requisite power and authority to own its property and assets and to transact the business in which it is engaged and (iii) is duly qualified and is authorized to do business and is in good standing (where
relevant) in each other jurisdiction where the ownership, leasing or operation of property or the conduct of its business requires such qualification, authorization or good standing, except (1) in the case of each of the foregoing clauses
(i) (other than with respect to the Borrower), (ii) and (iii), to the extent failure to comply therewith would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect and (2) as a result of
any transaction expressly permitted under Section 7.04 or 7.05. 
 SECTION 5.02 Corporate Power and Authority.

 Each Loan Party has the applicable power and authority to execute, deliver and perform the terms and provisions of each of the Loan
Documents to which it is a party and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance by it of each of such Loan Documents. As of the Closing Date each Loan Party has duly executed
and delivered each of the Loan Documents to which it is a party, and each of such Loan Documents upon execution constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except to the extent that the
enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors’ rights, good faith and fair dealing and by equitable principles (regardless of whether
enforcement is sought in equity or at law). 
 SECTION 5.03 No Violation. 

Neither the execution, delivery or performance by each Loan Party of the Loan Documents to which it is a party (including, without limitation,
the granting of Liens pursuant to the Collateral Documents) nor the consummation of the transactions contemplated therein (i) will 

  
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violate any provision of any requirement of Law applicable to any Loan Party, (ii) will conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or
constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Collateral Documents and except for Permitted Liens) upon any of the property or assets of any Loan Party
pursuant to the terms of any material Contractual Obligation of any Loan Party or any of its Restricted Subsidiaries, (iii) will violate any provision of any Organizational Document of any Loan Party or (iv) require any approval of
stockholders or any approval or consent of any Person (other than a Governmental Authority) except as have been obtained on or prior to the Closing Date; except with respect to any conflict, breach or contravention or payment (but not creation of
Liens) referred to in clause (i), (ii) or (iv) to the extent that such conflict, breach, contravention or payment would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

SECTION 5.04 Governmental Authorization; Other Approvals. 

No order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except as have been obtained
or made on or prior to the Closing Date), or exemption by, any Governmental Authority, is required to authorize, or is required in connection with, (i) the execution, delivery and performance of any Loan Document or (ii) the legality,
validity, binding effect or enforceability of any such Loan Document, except for (a) filings necessary to perfect the Liens (if and to the extent required to be perfected under the Collateral Documents) on the Collateral granted by the Loan
Parties in favor of the Collateral Agent for the benefit of the Secured Parties or to release existing Liens in connection with the Transactions and (b) those approvals, consents, exemptions, authorizations or other actions, notices or filings,
the failure of which to obtain or make would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

SECTION 5.05 Financial Statements; No Material Adverse Effect; Solvency, etc. 

(a) Financial Statements. The Historical Financial Statements fairly present in all material respects the financial condition and
results of operation and cash flows of the Electronic Materials business of Air Products as of such dates and for such periods in accordance with GAAP consistently applied throughout the periods covered thereby (except as otherwise disclosed),
subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. 
 (b)
Solvency. On and as of the Closing Date, after giving effect to this Agreement and the Transactions, the Borrower and its Restricted Subsidiaries, on a consolidated basis, are Solvent. 

(c) Pro Forma Financial Statements. The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated
subsidiaries as at September 30, 2016 (including the notes thereto) (the “Pro Forma Balance Sheet”), a copy of which has heretofore been furnished to the Administrative Agent, has been prepared giving effect as if such events
had occurred on such date to the Transactions. The Pro Forma Balance Sheet has been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and presents fairly in all material
respects on a pro forma basis the estimated financial position of the Borrower and its consolidated subsidiaries as at September 30, 2016, assuming that the events specified in the preceding sentence had actually occurred at such date. 

  
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 (d) No Material Adverse Effect. In the case of the Closing Date, since September 30,
2015 and, in all other cases, since the date of the most recent audited financial statements delivered pursuant to Section 6.01(a) there has been no event or circumstance, either individually or in the aggregate, that has had or would
reasonably be expected to have a Material Adverse Effect. 
 SECTION 5.06 Litigation and Environmental Matters. 

There are no actions, suits, hearings or proceedings, at law or in equity, pending or, to the knowledge of any Responsible Officer of the
Borrower, threatened in writing against the Loan Parties or any of the Restricted Subsidiaries that, either individually or in the aggregate, are reasonably likely to have a Material Adverse Effect. 

SECTION 5.07 Disclosure. 

As of the Closing Date, no report, financial statement, certificate or other written information (other than financial projections, forward
looking information, budgets, estimates and information of a general economic or general industry nature) furnished by or on behalf of any Loan Party to any Credit Party in connection with the transactions contemplated hereby and the negotiation of
this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole, as of the time it was furnished, contains any misstatement of a 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, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections are not a guarantee
of financial performance, are subject to significant uncertainties and contingencies, many of which are outside of the Borrower’s control, and actual results may vary from financial projections and that such variances may be material. 

SECTION 5.08 Use of Proceeds, Margin Regulation. 

(a) The proceeds of the Term Loans and the Revolving Loans shall be used in a manner consistent with the uses set forth in Section 6.11.

 (b) No Loan Party is engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or
carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Borrowings or drawings under any Letter of Credit will be used for any
purpose, in each case, in violation of Regulation T, Regulation U or Regulation X of the FRB. 
 SECTION 5.09 Taxes. The Loan Parties
and each of their Restricted Subsidiaries have timely filed or caused to be filed all tax returns and reports which are required to be filed, 

  
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except where failure to file any such returns would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and have paid or caused to be paid all taxes
required to be paid by the Loan Parties or any Restricted Subsidiary or any assessments made against them or any of their respective material properties, assets, income, businesses and franchises and all other material taxes, fees or other charges
imposed on them or any of their respective properties, assets, income, businesses and franchises by any Governmental Authority (other than those the amount or validity of which is contested in good faith by appropriate proceedings and with respect
to which reserves in conformity with GAAP have been provided on the books of the Loan Parties or any such Restricted Subsidiary, as the case may be), except where failure to take any such action would not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect; and no tax liens have been filed and no claims are being asserted with respect to any such taxes, fees or other charges (other than such liens or claims, the amount or validity of which is currently
being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided) which would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. 

SECTION 5.10 ERISA Compliance. Except as would not reasonably be expected to have a Material Adverse Effect, (i) each Pension Plan
and Benefit Plan is in compliance with the applicable provisions of ERISA and the Code; (ii) each Pension Plan and Benefit Plan that is intended to qualify under Section 401(a) of the Code has either received a favorable determination
letter from the IRS or may rely on a favorable opinion letter issued by the IRS, (iii) there are no pending or, to the knowledge of any Responsible Officer of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Benefit Plan or Pension Plan, (iv) the present value of all accumulated benefit obligations under all Pension Plans (based on those assumptions used to fund such Pension Plans) did not, as of the last annual
valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Pension Plan allocable to such accrued benefits, (v) there has been no prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Benefit Plan or Pension Plan, (vi) no ERISA Event or Foreign Plan Event has occurred or is reasonably expected to occur and (vii) each Foreign Pension Plan is in compliance and in good
standing (to the extent such concept exists in the relevant jurisdiction) in all respects with all laws, regulations and rules applicable thereto, including all funding requirements, and the respective requirements of the governing documents for
such Foreign Pension Plan. 
 SECTION 5.11 Ownership of Property. 

(a) Title. The Loan Parties and each of their Restricted Subsidiaries has good and marketable title or, with respect to real property,
valid fee simple title (or in each case, the relevant foreign equivalent, if any) to, or a subsisting leasehold interest in (except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application
affecting enforcement of creditors’ rights and as limited by general principles of equity that restrict the availability of equitable remedies), or a valid contractual agreement or other valid right to use, all such Person’s real property
used or intended to be used in the business of the Loan Parties and their Restricted Subsidiaries, and good title (or relevant foreign equivalent) to, a valid leasehold interest in, or valid contractual rights or other valid right (or an agreement
for the acquisition of same) to use all such Person’s other property (but excluding IP 

  
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Rights), except where the failure to have such title or other property interest described above would not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect, and, in each case, none of such property is subject to any Lien except for Permitted Liens. 
 (b) Real Estate. As of the
Closing Date, Schedule 5.11(b) contains a true, accurate and complete list of all Material Real Property that is owned by the Loan Parties. 

SECTION 5.12 Subsidiaries. 

(a) Organization. Schedule 5.12 sets forth as of the Closing Date a true, complete and correct list of the Borrower and each
Subsidiary of any Loan Party and (i) its jurisdiction of incorporation or organization and (ii) other than with respect to the Borrower, its ownership (by holder and percentage interest). 

(b) Capitalization. As of the Closing Date, all of the issued and outstanding Capital Stock of each Restricted Subsidiary of the
Borrower has been duly authorized and validly issued, and, to the extent applicable in the case of Foreign Subsidiaries, is fully paid and non-assessable and is owned as set forth on Schedule 5.12, free and clear of all Liens except for
Permitted Liens. 
 SECTION 5.13 Compliance with Law. 

Neither the Loan Parties nor any of their Restricted Subsidiaries is in default under or in violation of any requirement of Law, except for
such defaults or violations that (a) are being contested in good faith by appropriate proceedings or (b) either in any one case or in the aggregate, would not have a Material Adverse Effect. 

SECTION 5.14 Investment Company Act. Neither the Loan Parties nor any of their Restricted Subsidiaries is required to be registered as
an “investment company” under the Investment Company Act of 1940, as amended. 
 SECTION 5.15 Environmental Matters. 

(i) The operations of and the real property owned or operated by the Loan Parties and any of their Restricted Subsidiaries are in compliance
with all applicable Environmental Laws except where the failure to be in compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (ii) the Loan Parties and any of their Restricted
Subsidiaries have obtained all Environmental Permits, and all such Environmental Permits are in good standing and the Loan Parties and their Restricted Subsidiaries are in compliance with all terms and conditions of such Environmental Permits,
except where failure to so obtain, maintain or comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (iii) neither the Loan Parties nor any of their Restricted Subsidiaries nor any of
their present or past properties or operations (whether owned or leased) is subject to: (A) any Environmental Claim or other written claim, notice, request for information, judgment, order, decree or agreement from or with any Governmental
Authority or private party related to any actual or alleged violation of or non-compliance with Environmental Laws or Environmental Permits to the extent any of the foregoing would reasonably be expected to have a Material Adverse Effect,
(B) any pending or, to the knowledge of any Responsible Officer of the 

  
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Borrower, threatened judicial or administrative proceeding, action, suit or investigation related to any Environmental Laws or Environmental Permits which would reasonably be expected to have a
Material Adverse Effect, (C) any Remedial Action which if not taken would reasonably be expected to have a Material Adverse Effect or (D) any liabilities, obligations or costs arising from the Release or threat of a Release of a
Contaminant into the environment where such Release or threat of a Release would reasonably be expected to have a Material Adverse Effect; (iv) neither the Loan Parties nor any of their Restricted Subsidiaries have received any written notice
or claim to the effect that any Loan Party or any Restricted Subsidiary is or may be liable to any Person as a result of the Release or threat of a Release of a Contaminant into the environment, which notice or claim would reasonably be expected to
result in a Material Adverse Effect, and (v) no Environmental Lien has attached to any property (whether owned or leased) of the Loan Parties or any of their Restricted Subsidiaries which would, if determined adversely, reasonably be expected
to have a Material Adverse Effect, nor are there any facts or circumstances currently known to the Loan Parties or any of the Restricted Subsidiaries that may reasonably be expected to give rise to such an Environmental Lien. 

SECTION 5.16 Labor Matters. As of the Closing Date, there are no strikes, lockouts or slowdowns against any Loan Party pending or, to
the actual knowledge of any Responsible Officer of any Loan Party, threatened, except to the extent that any such strikes, lockouts or slowdowns would not reasonably be expected to result in a Material Adverse Effect. The hours worked by and
payments made to employees of the Loan Parties have not been in violation of the FLSA or any Laws (including any applicable national law with respect to any non-US jurisdiction) dealing with such matters, except to the extent that any such
violation, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, except to the extent that such liability would not reasonably be expected to have a Material Adverse
Effect, all payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued in accordance with GAAP as a
liability on the books of such Loan Party. Except as set forth on Schedule 5.16, as of the Closing Date, no Loan Party is a party to or bound by any material collective bargaining agreement. As of the Closing Date, there are no proceedings
pending or, to the actual knowledge of any Responsible Officer of any Loan Party, threatened to be filed with the National Labor Relations Board or other applicable Governmental Authority (or the foreign equivalent thereof, as applicable), and no
labor organization or group of employees of any Loan Party has made a pending demand for recognition, except to the extent that such proceeding or demand would not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the
consummation of the Transactions contemplated by the Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party is bound, except
to the extent that such termination or renegotiation would not be reasonably expected to result in a Material Adverse Effect. 
 SECTION
5.17 Intellectual Property. 
 Each Loan Party and Restricted Subsidiary owns or holds licenses or other rights to or under all of the
patents, patent applications, trademarks, service marks, trademark and service mark registrations and applications therefor, trade names, copyrights, copyright registrations and 

  
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applications therefor, trade secrets, and other intellectual property rights (collectively, “IP Rights”) that are necessary for the operation of its business as currently
conducted, except where the failure to own or hold such IP Rights would not reasonably be expected to result in a Material Adverse Effect. No Loan Party nor any Restricted Subsidiary has knowledge of any existing or threatened claim by any Person
contesting the validity, enforceability, use or ownership of the IP Rights owned by a Loan Party or Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect, nor has any other Person brought any written claim
against any Loan Party or any Restricted Subsidiary that such Loan Party or its Restricted Subsidiaries has infringed or otherwise violated any IP Rights of any such other Person which would reasonably be expected to have a Material Adverse Effect.

 SECTION 5.18 Collateral Documents. 

The Collateral Documents, upon execution and delivery thereof, are effective to create in favor of the Collateral Agent for the benefit of the
Secured Parties legal, valid and enforceable Liens on, and security interests in, the Collateral and, (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable Laws (which filings or
recordings shall be made only to the extent required by any Collateral Document) and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by
possession or control (which possession or control shall be given to the Collateral Agent only to the extent required by any Collateral Document), such Collateral Document will constitute, to the extent effected by such filings, recordings and
taking of possession, fully perfected first priority Liens under U.S. law on, and security interests in, all right, title and interest of the Loan Parties in such Collateral to the extent required under the Collateral Document subject to no other
Liens other than Permitted Liens. 
 SECTION 5.19 PATRIOT Act. 

(a) None of the Borrower, any other Loan Party, nor any of their Restricted Subsidiaries is in material violation of any applicable Sanctions.

 (b) The use of proceeds of the Loans will not violate in any material respect the Trading with the Enemy Act, as amended or any of the
foreign asset control regulations of the United States Treasury Department (31 C.F.R. Subtitle B, Chapter V). 
 SECTION 5.20 FCPA;
Anti-Corruption Laws. 
 (a) The Loan Parties and their Subsidiaries and their respective officers, directors, employees and to the
knowledge of the Borrower their agents, are in compliance with the FCPA and all other Anti-Corruption Laws in all material respects. 
 (b)
No part of the proceeds of the Loans will be used, directly, or, to the knowledge of any Responsible Officer of the Borrower, indirectly, for any payments to any governmental official or employee, political party, official of a political party,
candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, or
any other Anti-Corruption Laws. 

  
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 SECTION 5.21 Sanctions. 

(c) None of the Loan Parties nor any of the Loan Parties’ Subsidiaries are currently: (i) a Sanctioned Person or (ii) any Person
or entity that is 50 percent or more owned, directly or indirectly, by any party or combination of parties who are currently Sanctioned Persons. 

(d) The Borrower will not, directly or indirectly, use the proceeds of the Loans to fund any operations in, finance any investments or
activities in, or make any payments to, a Sanctioned Person or a Sanctioned Country in violation of Sanctions or in any other manner that will result in a violation by any Lender of Sanctions. 

SECTION 5.22 Brokers’ Fees. Except as disclosed on Schedule 5.22 and except for fees payable to the Agents, the Arrangers
and the Lenders, none of the Loan Parties nor any of their respective Restricted Subsidiaries has any obligation to any Person in respect of any finder’s, broker’s or investment banker’s fee in connection with this Agreement. 

SECTION 5.23 Status as Senior Debt. The Obligations are “Designated Senior Debt,” “Senior Debt,” “Senior
Obligations,” “Senior Indebtedness,” “Guarantor Senior Debt” and/or “Senior Secured Financing” (or any comparable term) under, and as defined in, any indenture or document governing any applicable Subordinated
Indebtedness. 
 ARTICLE 6. 

AFFIRMATIVE COVENANTS 

Until (i) the Commitments have expired or been terminated, (ii) the principal of and interest on each Loan and all fees and other
Obligations (other than contingent obligations with respect to then unasserted claims, Secured Bank Product Obligations and obligations under Designated Credit Lines) shall have been paid in full and (iii) all outstanding Letters of Credit have
been Cash Collateralized, the Borrower, with respect to itself and each of its Restricted Subsidiaries, hereby covenants and agrees with the Credit Parties that: 

SECTION 6.01 Financial Statements. The Borrower will furnish to the Administrative Agent (which the Administrative Agent shall provide
to the Lenders): 
 (a) within ninety (90) days after the end of each fiscal year of the Borrower, the Consolidated balance sheet and
related statements of operations, and Consolidated statements of income, stockholders’ equity and cash flows as of the end of and for such year for the Borrower and its Subsidiaries, setting forth in each case, in comparative form, the
Consolidated figures for the previous fiscal year and including a customary narrative management’s discussion and analysis of the financial condition and results of operations for such period, all audited and reported on by independent public
accountants of recognized national standing (without a “going concern” or like qualification or exception and without a qualification or exception as to the scope of such audit (other than as a result of (i) the fact that the final
maturity of any Indebtedness under the Facilities is less than one year from the date of such opinion or (ii) any actual or potential inability to satisfy any financial maintenance covenant for any period)) to the effect that such Consolidated
financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a Consolidated basis in accordance with GAAP; 

  
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 (b) within forty-five (45) days after the end of each of the first three fiscal quarters of
any fiscal year of the Borrower, the unaudited Consolidated balance sheet and related statements of operations, and Consolidated statements of income, stockholders’ equity and cash flows for the Borrower and its Subsidiaries, as of the end of
and for such fiscal quarter and the elapsed portion of the fiscal year, setting forth in each case, in comparative form the Consolidated figures for the previous fiscal year and including a customary narrative management’s discussion and
analysis of the financial condition and results of operations for such period, all certified by one of the Borrower’s Responsible Officers as presenting in all material respects the financial condition and results of operations of the Borrower,
the other Loan Parties and their Subsidiaries on a Consolidated basis in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes; 

(c) within ninety (90) days after the commencement of each fiscal year of the Borrower, a detailed, Consolidated budget by quarter for
the applicable fiscal year for the Borrower and its Subsidiaries; 
 (d) promptly after the same become publicly available, copies of
(i) all material periodic and other reports, proxy statements and other materials filed by any Loan Party with the SEC or any Governmental Authority succeeding to any or all of the functions of the SEC or said Governmental Authority, or with
any national securities exchange, as the case may be, and (ii) SEC Forms 10-K and 10-Q for the Borrower (for so long as the Borrower is subject to the reporting requirements under the Exchange Act); provided that no such delivery shall
be required hereunder with respect to each of the foregoing to the extent that such are publicly available via EDGAR or another publicly available reporting system and the Borrower has advised the Administrative Agent of the filing thereof;

 (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition
of any Loan Party as any Agent or any Lender may reasonably request provided that nothing in this clause (e) shall require the Borrower or its Restricted Subsidiaries to provide information (i) which constitutes non-financial trade secrets
or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law, (iii) which is subject to attorney-client or
similar privilege or constitutes attorney work-product or (iv) the disclosure of which is restricted by binding obligations; and 
 (f)
simultaneously with the delivery of each set of Consolidated financial statements referred to in Section 6.01(a) and (b) above, the related consolidating financial statements (which may be in footnote form) reflecting the
adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such Consolidated financial statements. 

SECTION 6.02 Certificates; Other Information. 

(a) Notwithstanding the foregoing, the obligations in clauses (a) and (b) of Section 6.01 may be satisfied
with respect to financial information of the Borrower and its Subsidiaries 

  
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by furnishing (A) the Consolidated financial statements of the Borrower (or any direct or indirect parent thereof) or (B) the Borrower’s (or any direct or indirect parent thereof)
SEC Form 10-K or 10-Q, as applicable, filed with the SEC; provided that (i) to the extent such information relates to any direct or indirect parent of the Borrower, such information is accompanied by consolidating information that
explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Borrower and the Subsidiaries on a standalone basis, on the other hand, and (ii) to the extent
such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, or
such other independent registered public accounting firm reasonably acceptable to the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned), which report and opinion shall be prepared in accordance with
generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (other than as a result of (i) the fact that the
final maturity of any Indebtedness under the Facilities is less than one year from the date of such opinion or (ii) any actual or potential inability to satisfy any financial maintenance covenant for any period). 

(b) (i) No later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and
(b) commencing with the fiscal quarter ending December 31, 2016, the Borrower shall deliver a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower (which shall set forth reasonably detailed
calculations of Excess Cash Flow (with respect to the financial statements delivered pursuant to Section 6.01(a)) and the First Lien Leverage Ratio (with respect to all such financial statement deliverables)). 

(ii) No later than five (5) days after delivery of the financial statements referred to in Section 6.01(a),
the Borrower shall deliver a certificate with updated schedules to Section II.B of the Perfection Certificate or certifying that there have been no changes to such information since the Perfection Certificate or any update thereof was last delivered
to the Administrative Agent. 
 (c) Any of the delivery requirements relating to written financial information set forth in
Section 6.01 may be satisfied by either (x) the Borrower posting such information in electronic format readable by the Administrative Agent and the Lenders to a secure address on the world wide web (the “Informational
Website”) which is accessible by the Administrative Agent and the Lenders or (y) the Borrower delivering such financial information in electronic format to the Administrative Agent and the Administrative Agent’s posting such
information to an Informational Website. The accommodation provided by the foregoing sentence shall not impair the right of the Administrative Agent, or any Lender through the Administrative Agent, to request and receive from the Borrower physical
delivery of specific financial information provided for in this Section 6.01. The Borrower shall give the Administrative Agent and each Lender (or, if applicable, the Administrative Agent shall give each Lender) written or electronic
notice each time any information is delivered by posting to the Informational Website. The Loan Parties shall be responsible for and shall bear all risk associated with establishing and maintaining the security and confidentiality of the
Informational Website and the information posted thereto. 

  
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 (d) The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers
will make available to the Lenders materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar
electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or any of
its Subsidiaries, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower
Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by
marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, 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 10.08); (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
Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the
Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.” 
 SECTION 6.03 Notices. The Borrower will
furnish to the Administrative Agent prompt written notice (which the Administrative Agent shall provide to the Lenders) of the occurrence of any of the following after any Responsible Officer of any Loan Party obtains knowledge thereof: 

(a) a Default or Event of Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect
thereto; 
 (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against
any Loan Party or any Subsidiary of the Borrower that has a reasonable likelihood of adverse determination and such determination would reasonably be expected to result in a Material Adverse Effect; 

(c) an ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a
Material Adverse Effect; 
 (d) a Foreign Plan Event that, alone or together with any other Foreign Plan Event that has occurred, would
reasonably be expected to result in a Material Adverse Effect; or 
 (e) any other development that reasonably would be expected to result
in a Material Adverse Effect. 
 Each notice delivered under this Section 6.03 shall be accompanied by a statement of a
Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and, if applicable, any action taken or proposed to be taken with respect thereto. 

  
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 SECTION 6.04 Payment of Obligations. Each Loan Party will, and will cause each of its
Restricted Subsidiaries to, pay its Tax liabilities before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings and such Loan Party or such
Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, or (b) the failure to make payment would not reasonably be expected to, individually or in the aggregate, result in a Material
Adverse Effect. 
 SECTION 6.05 Preservation of Existence, Etc. Each Loan Party will do all things necessary to preserve, renew and
keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, and IP Rights material to the conduct of its business and comply with its Organizational Documents, in each case except to the extent that
the failure to do so would not reasonably be expected to have a Material Adverse Effect; provided, however, that the foregoing shall not prohibit any merger, consolidation, liquidation, dissolution or Disposition permitted under
Section 7.04 or Section 7.05, as applicable. Each Loan Party shall obtain and maintain all licenses, permits, certifications and approvals of all applicable Governmental Authorities as are required for the conduct of its
business as currently conducted and herein contemplated, including without limitation professional licenses, except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect. 

SECTION 6.06 Maintenance of Properties. Each Loan Party will keep and maintain all tangible property material to the conduct of its
business in good working order and condition (ordinary wear and tear, casualty loss and condemnation excepted), except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect and except for Dispositions
permitted under Section 7.05. 
 SECTION 6.07 Maintenance of Insurance. (a) Each Loan Party shall maintain insurance
with financially sound and reputable insurers (or, to the extent consistent with business practices in effect on the Closing Date or reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Borrower
and its Restricted Subsidiaries, a program of self-insurance) on such of its property and in at least such amounts and against at least such risks as is consistent with business practices in effect on the Closing Date or as otherwise determined by
the Responsible Officers of the Loan Parties acting reasonably in their business judgment. 
 (b) Not later than thirty (30) days after
the Closing Date (or the date any such insurance is obtained, in the case of insurance obtained after the Closing Date), the Borrower shall ensure (or, in the case of clause (iii), use commercially reasonable efforts to ensure) that
(i) property, casualty, fire and extended coverage policies maintained with respect to any Collateral shall be endorsed or otherwise amended to name the Collateral Agent as additional insured or loss payee on behalf of the Secured Parties, as
applicable, (ii) commercial general liability policies shall be endorsed to name the Collateral Agent as an additional insured and (iii) each such property, casualty, fire, extended coverage or liability policy referred to in this
Section 6.07(b) requires that the applicable insurer endeavor to provide the Collateral Agent not less than 

  
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thirty (30) days’ prior written notice of any cancellation of coverage, non-payment of premium, non-renewal, reduction of coverage or reduction of coverage limits (and give the
Collateral Agent the right to cure defaults in the payment of premiums in accordance with the terms under the Loan Documents). The Borrower shall use commercially reasonable efforts to deliver to the Collateral Agent, prior to the cancellation,
modification or non-renewal of any such policy of insurance, other than in the ordinary course of business, a copy of a renewal or replacement policy (or other evidence of renewal of a policy previously delivered to the Administrative Agent,
including an insurance binder) together with evidence reasonably satisfactory to the Administrative Agent, of payment of the premium therefor in accordance with its terms. 

(c) If any portion of any Material Real Property subject to a Mortgage is at any time located in a Flood Zone and is located in a community
that participates in the Flood Program, then Borrower shall or shall cause each applicable Loan Party to (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise
sufficient to comply in all material respects with the Flood Program and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent. 

SECTION 6.08 Compliance with Laws. (a) Each Loan Party will comply (i) in all material respects with all applicable Sanctions
and (ii) with all other Applicable Laws (including, but not limited to, ERISA, Environmental Laws (including, but not limited to, not releasing or disposing of any Contaminants except in compliance with all Environmental Laws), FLSA, OSHA, all
Environmental Permits, and the orders, writs, injunctions, decrees or directives of any Governmental Authority applicable to it or to its business or property, in the case of all Applicable Laws other than Sanctions, except where the failure to do
so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. 
 SECTION 6.09 Books and
Records. Each Loan Party will keep proper books of record and accounts in accordance with GAAP and in which full, true and correct entries in all material respects are made of all material dealings and transactions in relation to its business
and activities. 
 SECTION 6.10 Inspection Rights. Each Loan Party will permit any representatives designated by the Administrative
Agent, upon reasonable prior notice and during normal business hours, one (1) time per calendar year (or more frequently if an Event of Default has occurred and is continuing) and at the Loan Parties’ reasonable expense, to visit and
inspect its properties, to discuss its affairs, finances and condition with its officers and independent accountants (so long as such Loan Party is afforded an opportunity to be present) and to examine and make extracts from its books and records.
Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion
of, any document, information or other matter that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective
representatives or contractors) is prohibited by Law or any binding obligation or (c) is subject to attorney-client or similar privilege or constitutes attorney work product. 

  
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 SECTION 6.11 Use of Proceeds. The proceeds of Term Loans made hereunder on the Closing
Date will be used by the Borrower (a) to finance the Transactions and the Transaction Expenses and (b) for working capital, capital expenditures and general corporate purposes (including, without limitation, to make Investments, Restricted
Payments, acquisitions and any other transactions, in each case, not prohibited by this Agreement). Letters of Credit and the proceeds of the Revolving Loans and Swingline Loans will be used by the Borrower after the Closing Date for working
capital, capital expenditures and general corporate purposes (including, without limitation, to make Investments, Restricted Payments, acquisitions and any other transactions, in each case, not prohibited by this Agreement). No part of the proceeds
of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of (i) any of the regulations of the Board, including Regulations T, U and X, (ii) the Foreign Corrupt Practices Act of 1977, as amended, or
any other Anti-Corruption Laws and (iii) any applicable Sanctions. 
 SECTION 6.12 Unrestricted Subsidiaries; Covenant to Guarantee
Obligations and Give Security. (a) The Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (x) immediately before
and after such designation, no Event of Default shall have occurred and be continuing, and (y) no Subsidiary may be designated as or shall otherwise constitute an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the
purpose of the Senior Notes, any Junior Financing or Indebtedness incurred under Sections 7.03(e) (other than in respect of Indebtedness assumed pursuant thereto), (x) and (y). The designation of any Subsidiary as an
Unrestricted Subsidiary shall constitute an Investment by the Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of such Person’s (as applicable)
Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. 

(b) Upon (A) the formation or acquisition of any new direct or indirect Restricted Subsidiary that is a wholly owned Domestic Subsidiary
by any Loan Party or the designation in accordance with Section 6.12(a) of any existing direct or indirect Unrestricted Subsidiary as a Restricted Subsidiary that is a wholly owned Domestic Subsidiary, (B) any Restricted Subsidiary
commencing to constitute a wholly owned Domestic Subsidiary, or (C) any Restricted Subsidiary constituting a wholly owned Domestic Subsidiary guaranteeing or becoming a borrower or issuer under any Incremental Equivalent Debt, in each case with
respect to clauses (A), (B) and (C), other than an Excluded Subsidiary, the Borrower shall, in each case at the Borrower’s expense: 

(i) within sixty (60) days after such formation, acquisition, designation or guarantee (or such longer period as the
Administrative Agent may agree in its reasonable discretion): (A) cause each such Restricted Subsidiary to duly execute and deliver to the Administrative Agent a Guarantee Agreement or joinder thereto, in form and substance reasonably
satisfactory to the Administrative Agent and the Borrower, guaranteeing the Obligations; (B) cause each such Restricted Subsidiary that becomes a Guarantor pursuant to the foregoing clause (A) to furnish to the Administrative Agent a
schedule in reasonable detail of any Material Real Property owned by such Restricted 

  
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Subsidiary; and (C) cause each such Restricted Subsidiary that becomes a Guarantor pursuant to the foregoing clause (A) to duly execute and deliver to the Administrative Agent a
Security Agreement Supplement and any applicable Intellectual Property Security Agreements as specified by the Security Agreement, granting a Lien in substantially all personal property of such Restricted Subsidiary that constitutes Collateral,
securing the Obligations of such Restricted Subsidiary under its Guarantee Agreement, and to take such actions required thereunder; 

(ii) within sixty (60) days after the reasonable request therefor by the Administrative Agent, deliver to the
Administrative Agent a signed copy of a customary legal opinion, addressed to the Administrative Agent, the Collateral Agent and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set
forth in this Section 6.12(b) as the Administrative Agent may reasonably request; and 
 (iii) within ninety
(90) days after such Restricted Subsidiary becomes a Guarantor pursuant to clause (i)(A) above (or such longer period as the Administrative Agent may agree in its reasonable discretion), deliver to the Administrative Agent with respect to each
Material Real Property owned by such Restricted Subsidiary the deliverables set forth in Section 6.12(c) with respect to such Material Real Property, including a Mortgage in form and substance consistent with the Mortgages to be
delivered under Section 6.12(c) or otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Borrower; 
 The
Administrative Agent in its reasonable discretion may grant extensions of time for the creation or perfection of security interests in, and Mortgages on, or obtaining of title insurance or taking other actions with respect to, particular assets
(including extensions beyond the Closing Date) or any other compliance with the requirements of this Section 6.12 and Section 6.14 where it and the Borrower reasonably determine that the creation or perfection of security
interests and Mortgages on, or obtaining of title insurance or taking other actions, or any other compliance with the requirements of this definition cannot be accomplished without undue delay, burden or expense by the time or times at which it
would otherwise be required by this Agreement or the Security Agreement. 
 (c) Prior to, on or within the time periods set forth on
Schedule 6.15 (which periods may be extended by the Administrative Agent acting in its reasonable discretion), each Loan Party that owns any Material Real Property on the Closing Date shall have delivered to the Collateral Agent: (a) a
Mortgage in respect of each such Material Real Property in favor of the Secured Parties), subject to Liens permitted by Section 7.01, on each such Material Real Property subject to a Mortgage in favor of the Collateral Agent (or such
other trustee as may be required or desired under local law) for its benefit and for the benefit of the Secured Parties, duly executed and acknowledged by such Loan Party and otherwise in form for recording in the recording office of the applicable
political subdivision where such Material Real Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a Lien under Applicable
Law, and 

  
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such financing statements and any other instruments necessary to grant such a mortgage lien under the laws of any applicable jurisdiction, (b) with respect to each such Material Real
Property, a policy of title insurance (or marked-up title insurance commitment having the effect of a policy of title insurance) in form, scope and amount reasonably satisfactory in all respects to the Administrative Agent, which has been
supplemented by such endorsements as shall be reasonably requested by the Administrative Agent and which contain no exceptions to title other than exceptions reasonably acceptable to the Administrative Agent, (c) customary written opinions
(addressed to Administrative Agent, Collateral Agent and the Lenders) of applicable local counsel with respect to the due authorization, execution and delivery and the enforceability and perfection of the Mortgages and any related fixture filings;
(d) to the extent requested by the Administrative Agent with respect to each such Material Real Property, an ALTA/ACSM survey reasonably satisfactory to the Administrative Agent and certified to the Collateral Agent, or an existing survey and
affidavit sufficient for the title insurance policies to be issued in the required form; (e) a completed Flood Certificate with respect to each Material Real Property subject to a Mortgage, which Flood Certificate shall (i) be addressed to
the Administrative Agent, (ii) be completed by a company which has guaranteed the accuracy of the information contained therein, and (iii) otherwise comply with the Flood Program; (f) evidence describing whether the community in which
the Material Real Property subject to a Mortgage is located participates in the Flood Program; (g) if the Flood Certificate states that the Material Real Property subject to a Mortgage is located in a Flood Zone, the applicable Loan
Party’s written acknowledgement of receipt of written notification from the Administrative Agent (i) as to the existence of such Material Real Property subject to a Mortgage, and (ii) as to whether the community in which such Material
Real Property subject to a Mortgage is located is participating in the Flood Program; (h) if the Material Real Property subject to a Mortgage is located in a Flood Zone and is located in a community that participates in the Flood Program, a
copy of, or a certificate as to coverage under, and a declaration page relating to, the insurance policies required by Section 6.07 (including, without limitation, flood insurance policies) and the applicable provisions of the Collateral
Documents; (i) with respect to each Material Real Property subject to a Mortgage, such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification)
as shall be required to induce the title company to issue the title policies and endorsements contemplated above; and (j) evidence reasonably acceptable to the Administrative Agent of payment by the Borrower or such Loan Party of all title
policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title policies referred to above. 

SECTION 6.13 Maintenance of Ratings. The Borrower shall use commercially reasonable efforts to maintain a public corporate rating from
S&P and a public corporate family rating from Moody’s, in each case in respect of the Borrower, and a public rating of the Facilities by each of S&P and Moody’s. 

SECTION 6.14 Further Assurances. 

(a) Each Loan Party will execute any and all further documents, financing statements, agreements and instruments, and take all such further
actions (including the filing and recording of financing statements and other documents), that may be required under any Applicable Law, or which any Agent or the Required Lenders may reasonably request, to effectuate the


  
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Transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Collateral Documents or the validity or priority of
any such Lien, all at the expense of the Loan Parties (and in each case, to the extent required under this Agreement and the applicable Collateral Documents). 

(b) If any Material Real Property is acquired by any Loan Party after the Closing Date, the Borrower will notify the Collateral Agent promptly
and within ninety (90) days (or such longer period as agreed to by the Administrative Agent in its reasonable discretion) of such acquisition, the Borrower or the applicable Loan Party will deliver to the Administrative Agent the deliverables
set forth in Section 6.12(c) with respect to such Material Real Property, including a Mortgage in form and substance consistent with the Mortgages to be delivered under Section 6.12(c) or otherwise in form and substance
reasonably satisfactory to the Administrative Agent and the Borrower. 
 (c) Notwithstanding anything to the contrary in
Section 6.12, this Section 6.14 or any other Loan Document (except as expressly agreed by such Loan Party), no Loan Party or Restricted Subsidiary shall be required, nor shall the Administrative Agent be authorized,
(i) to perfect any pledges, security interests and mortgages (x) by means other than by (A) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar central filing office) of the relevant
State(s) and filings in the applicable real estate records with respect to Mortgages over Material Real Properties or any fixtures relating to such Material Real Properties, (B) filings in United States government offices with respect to IP
Rights as expressly required by the Loan Documents, (C) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of intercompany notes, stock certificates (or equivalent) of the Borrower and its Restricted
Subsidiaries and other Instruments to the extent certificated or evidenced by notes, in each case solely to the extent required by the Security Agreement, or (D) mortgages in respect of Material Real Property as expressly required in the Loan
Documents; (ii) to enter into any deposit account control agreement or securities account control agreement with respect to any deposit account or securities account (other than uncertificated securities control agreements with respect to
uncertificated equity interests constituting securities under Article 8 of the UCC, if any); (iii) to take any action in any non-U.S. jurisdiction or required by the Laws of any non-U.S. jurisdiction in order to create any security interests in
assets located or titled outside of the U.S. or to perfect such security interests (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction) or (iv) to enter into
or deliver any landlord lien waivers, estoppels, warehouseman waivers or collateral access letters or similar letters or agreements, (v) to take any action to create, perfect or maintain any pledge or security interest in (A) any Excluded
Assets, (B) any vehicle or other asset subject to a certificate of title, and any retention of title, extended retention of title rights, or similar rights, (C) letter-of-credit rights, (D) any equity interests or assets of any
Excluded Subsidiary (other than equity interests in any “first tier” CFC to the extent required to be pledged pursuant to the Security Agreement, which shall in all events be limited to 65% of the outstanding shares of voting Capital Stock
and 100% of the outstanding non-voting Capital Stock of such “first tier” CFC) or (E) any asset to the extent perfection of a security interest in such asset would be prohibited under any Applicable Law, or (vi) to create,
perfect or maintain any pledge or security interest in any other assets that, in the reasonable judgment of the Administrative Agent and the Borrower, the cost of creating, perfecting or maintaining such pledges or security interests in such assets
or obtaining title insurance, surveys, abstracts or appraisals in respect of such assets shall be excessive in view of the value of such assets or the practical benefit to the Lenders afforded thereby. 

  
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 (d) Any joinder or supplement to the Guarantee Agreement, any Collateral Document or any other
Loan Document executed by any Restricted Subsidiary that is required to become a Loan Party pursuant to Section 6.12 may, with the consent of the Administrative Agent, include such schedules (or updates to schedules) as may be necessary
to qualify any representation or warranty with respect to such Restricted Subsidiary set forth in any Loan Document to the extent necessary to ensure that such representation or warranty is true and correct in all material respects to the extent
required thereby or by the terms of any other Loan Document. 
 SECTION 6.15 Post-Closing Covenants. Each of the Loan Parties shall
satisfy the requirements set forth on Schedule 6.15 on or before the date specified for such requirement or such later date to be determined by Administrative Agent in its reasonable discretion. 

ARTICLE 7. 
 NEGATIVE COVENANTS

 So long as (i) any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent
indemnification obligations not then due and payable, Secured Bank Product Obligations and obligations under Designated Credit Lines) hereunder which is accrued and payable shall remain unpaid or unsatisfied or (ii) any Letter of Credit that
has not been Cash Collateralized shall remain outstanding, the Borrower shall not, nor shall the Borrower permit any of the Restricted Subsidiaries to, directly or indirectly: 

SECTION 7.01 Liens. Create, Incur or permit to exist any Lien upon any asset or property of the Borrower or any Restricted Subsidiary,
other than Permitted Liens. 
 With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of
the Incurrence of such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in
connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms, accretion of original issue discount or
liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness. 

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

(a) Investments (i) by any Loan Party in or to the Borrower, any Subsidiary Guarantor or any other Restricted Subsidiary or (ii) by
any Restricted Subsidiary that is not a Loan Party in or to the Borrower, any Subsidiary Guarantor or in any other Restricted Subsidiary that is not a Loan Party (provided that, in the case of loans to the Borrower or any Subsidiary Guarantor in
excess of $1,000,000 individually or $25,000,000 in the aggregate, all payments thereon must be expressly subordinated to the Obligations under the Loan Documents, it being understood that the Borrower or such Subsidiary Guarantor may make payments
thereon prior to the occurrence (but not during the continuance) of an Event of Default under Section 8.01(a), (e) or (f)); 

  
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 (b) Investments consisting of acquisitions of the Capital Stock of any Person engaged in a
Similar Business or all or substantially all of the assets of, or assets constituting a business unit, line of business, division or product line (including research and development and related assets in respect of any product) of, any Person
engaged in a Similar Business; provided that upon the making of such Investment, such Person becomes (or such assets are acquired by) a Restricted Subsidiary; 

(c) Investments in another Person if such Person is engaged in any Similar Business (including, to the extent constituting an Investment, in
assets of a Person that represent substantially all of its assets or a division, business unit or product line, including research and development and related assets in respect of any product) and as a result of such Investment such other Person, in
one or more related transactions, is merged, amalgamated, consolidated or otherwise combined with or into, or transfers or conveys all or substantially all its assets (or such division, business unit or product line) to, or is liquidated into, the
Borrower or a Restricted Subsidiary; 
 (d) Investments in cash, Cash Equivalents or Investment Grade Securities; 

(e) Investments in receivables owing to the Borrower or any Restricted Subsidiary created or acquired in the ordinary course of business or
consistent with past practice; 
 (f) Investments in payroll, travel and similar advances to cover matters that are expected at the time of
such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business or consistent with past practice; 

(g) Management Advances; 
 (h)
Investments received in settlement of debts created, delinquent accounts or disputes in the ordinary course of business or consistent with past practice and owing to the Borrower or any Restricted Subsidiary or in exchange for any other Investment
or accounts receivable held by the Borrower or any such Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement of any Lien, or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement
including upon the bankruptcy, insolvency, work-out or recapitalization of a debtor or otherwise with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; 

(i) Investments made as a result of the receipt of non-cash consideration, including earn-outs, from a sale or other Disposition of property
or assets, including an Asset Disposition; 
 (j) Investments existing on or pursuant to agreements, arrangements or other binding
commitments in effect on the Closing Date and described in Schedule 7.02(j) (or to the extent not listed on such Schedule 7.02(j), where the fair market value of all such Investments is, in the aggregate, less than $10,000,000) and any
modification, replacement, renewal or extension thereof; provided that the amount of any such Investment may not be increased except (i) as required by the terms of such Investment, agreements, arrangements or other binding commitments
as in existence on the Closing Date or (ii) pursuant to a permitted Investment under another provision of this Section 7.02; 

  
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 (k) Hedging Obligations, which transactions or obligations are Incurred in compliance with
Section 7.03; 
 (l) pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of
business or Liens otherwise described in the definition of “Permitted Liens”; 
 (m) any Investment to the extent made using
Capital Stock of the Borrower (other than Disqualified Capital Stock) or Capital Stock of any Parent Entity as consideration; 
 (n) any
transaction to the extent constituting an Investment that is permitted and made in accordance with Section 7.08 (except those described in Section 7.08(a), (c), (f), (g), (h), (i),
(l) and (n)); 
 (o) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment
or licenses or leases of intellectual property, in any case, in the ordinary course of business or consistent with past practice and in accordance with this Agreement; 

(p) (i) Guarantees of Indebtedness not prohibited by Section 7.03 and (other than with respect to Indebtedness) guarantees,
keepwells and similar arrangements entered into in the ordinary course of business, and (ii) performance guarantees with respect to obligations that are permitted hereunder; 

(q) Investments consisting of earnest money deposits required in connection with a purchase agreement, or letter of intent, or other
acquisitions to the extent not otherwise prohibited hereunder; 
 (r) Investments of a Restricted Subsidiary acquired after the Closing Date
or of an entity merged or amalgamated into the Borrower or merged or amalgamated into or consolidated with a Restricted Subsidiary after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with
such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation; 

(s) Investments made (including by the licensing or contribution of intellectual property) pursuant to joint marketing arrangements with other
Persons; 
 (t) contributions to a “rabbi” trust for the benefit of employees or other grantor trust, non-qualified retirement
plan or similar employee compensation plan in an amount not to exceed the amount of compensation expense recognized by the Borrower and the Restricted Subsidiaries in connection with such plans; 

(u) Investments in joint ventures and similar entities and Unrestricted Subsidiaries having an aggregate fair market value, when taken
together with all other Investments made pursuant to this clause that are at the time outstanding, not to exceed the greater of $50,000,000 

  
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and 5.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value)
plus the amount of any distributions, dividends, payments or other returns in respect of such Investments (without duplication of any amounts that build the Available Amount); 

(v) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause
(v) that are at that time outstanding, not to exceed the greater of $150,000,000 and 16.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect
to subsequent changes in value) plus the amount of any distributions, dividends, payments or other returns in respect of such Investments (without duplication of any amounts that build the Available Amount); provided that if such Investment
is in Capital Stock of a Person that subsequently becomes a Restricted Subsidiary, such Investment shall thereafter be deemed permitted under clause (a), (b) or (c) above and shall not be included as having been made pursuant to this
clause (v); 
 (w) any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments
made pursuant to this clause that are at that time outstanding, not to exceed the greater of $50,000,000 and 5.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and
without giving effect to subsequent changes in value) plus the amount of any distributions, dividends, payments or other returns in respect of such Investments (without duplication of any amounts that build the Available Amount); provided
that if such Investment is in Capital Stock of a Person that subsequently becomes a Restricted Subsidiary, such Investment shall thereafter be deemed permitted under clause (a), (b) or (c) above and shall not be included as having been
made pursuant to this clause (w); 
 (x) Investments relating to a Receivables Subsidiary that, in the good faith determination of the
Borrower, are necessary or advisable to effect any Receivables Facility or any repurchase in connection therewith; 
 (y) Investments to be
made on or around the Closing Date in connection with the Transactions; 
 (z) Repurchases of the Senior Notes permitted under
Section 7.06; 
 (aa) Investments consisting of Restricted Payments permitted under Section 7.06, Liens permitted
under Section 7.01 or Dispositions permitted under Section 7.05; 
 (bb) transactions entered into in order to
consummate a Permitted Tax Restructuring; 
 (cc) Investments by an Unrestricted Subsidiary entered into prior to the date such Unrestricted
Subsidiary is redesignated as a Restricted Subsidiary not made in contemplation of such redesignation; 
 (dd) Investments consisting of
guarantees of Indebtedness Incurred by Joint Ventures; 
 (ee) Investments that are made with Excluded Contributions; 

  
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 (ff) Investments made by the Borrower or any Restricted Subsidiary in a Joint Venture to the
extent funded with the proceeds of a cash dividend or other cash distribution made by such Joint Venture; 
 (gg) Investments in any Joint
Venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business or in accordance with past practice; 

(hh) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation,
performance and similar deposits entered into as a result of the operations of the business of the Borrower or any Restricted Subsidiary in the ordinary course of business; 

(ii) Investments by the Borrower or any Restricted Subsidiary to purchase the Capital Stock of a Joint Venture; 

(jj) Investments consisting of loans or advances made in any Person in amounts and for purposes for which dividends or distributions to such
Person are permitted under Section 7.06; provided that any Investment made as provided above in lieu of any such dividend or distribution shall constitute utilization (to the extent of the amount of such Investment) of the
applicable Restricted Payment basket under Section 7.06; 
 (kk) so long as no Event of Default has occurred and is continuing
(or would result therefrom), (i) Investments (together with Restricted Payments pursuant to Section 7.06(r) in an aggregate amount outstanding at the time made not to exceed the greater of $100,000,000 and 11.0% of Total Assets at
such time and (ii) Investments in an amount equal to the Available Amount as in effect immediately prior to the time of the making of such Investment; and 

(ll) so long as no Event of Default has occurred and is continuing (or would result therefrom), additional Investments so long as the Total
Leverage Ratio for the most recently ended Test Period for which financial statements are internally available does not exceed 2.00:1.00 both before and after giving effect to such additional Investments. 

For purposes of determining compliance with this Section 7.02, in the event that an Investment meets the criteria of more than one
of the categories of Investments described above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such Investment (or any portion thereof) to the extent such Investment would be permitted
to be incurred under such clause at the time of such classification or reclassified, and the Borrower will only be required to include the amount and type of such Investment in one or more of the above clauses. 

SECTION 7.03 Indebtedness. Incur any Indebtedness (including Acquired Indebtedness); except: 

(a) any Indebtedness of the Loan Parties under the Loan Documents (including any Credit Agreement Refinancing Indebtedness, any Replacement
Term Loans or under any Additional Facility); 

  
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 (b) Guarantees by the Borrower or any Restricted Subsidiary of Indebtedness or other obligations
of the Borrower or any Restricted Subsidiary so long as the Incurrence of such Indebtedness or other obligations is not prohibited by the terms hereof; 

(c) Indebtedness of the Borrower owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held
by the Borrower or any Restricted Subsidiary; provided, however, that: (i) any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being held by a Person other than the
Borrower or a Restricted Subsidiary, and (ii) any sale or other transfer of any such Indebtedness to a Person other than the Borrower or a Restricted Subsidiary, shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by
the Borrower or such Restricted Subsidiary, as the case may be; 
 (d) (i) any Indebtedness outstanding on the Closing Date and
described in Schedule 7.03(d) (or to the extent not listed on such Schedule 7.03(d), where the aggregate principal amount existing on the Closing Date of all such Indebtedness not so scheduled is less than $10,000,000 in the aggregate)
and any Guarantees thereof, (ii) Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause or clauses (e), (g), (i), (s), (x) or (y) of this Section 7.03 and (iii) Management Advances;

 (e) Indebtedness of (x) the Borrower or any Restricted Subsidiary Incurred or issued to finance an acquisition (or other purchase of
assets) or (y) Persons that are acquired by the Borrower or any Restricted Subsidiary or merged into or consolidated with the Borrower or a Restricted Subsidiary in accordance with the terms hereof; provided that (i) the aggregate
principal amount of any such Indebtedness Incurred pursuant to this clause (e) by Restricted Subsidiaries that are not, do not become or are not merged into or consolidated with Loan Parties does not exceed (in the aggregate with Indebtedness
Incurred pursuant to clause (z) below by Restricted Subsidiaries that are not, do not become or are not merged into or consolidated with Loan Parties) the greater of $150,000,000 and 16.5% of Total Assets (determined at the time Incurred) at
any time outstanding and (ii) after giving effect to such acquisition, merger or consolidation, either: 
 (1) the Borrower would be
permitted to Incur at least $1.00 of additional Indebtedness pursuant to Section 7.03(x), 
 (2) the Fixed Charge Coverage Ratio
of the Borrower and the Restricted Subsidiaries would not be lower than immediately prior to such acquisition, merger or consolidation, or 

(3) such Indebtedness constitutes Acquired Indebtedness (other than Indebtedness Incurred in contemplation of the transaction or series of
related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Borrower or a Restricted Subsidiary); provided that, in the case of this clause (3), the only obligors with respect to such
Indebtedness shall be those Persons who were obligors of such Indebtedness prior to such acquisition, merger or consolidation; 
 (f)
Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes); 

  
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 (g) Indebtedness (i) represented by Capital Lease Obligations or Purchase Money Obligations
in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause and then outstanding, does not exceed the greater of $50,000,000 and 5.5% of Total Assets
(determined at the time Incurred) at any time outstanding and (ii) arising out of Sale and Leaseback Transactions the aggregate attributable value of which, when taken together with the aggregate attributable value of all Sale and Leaseback
Transactions Incurred pursuant to this clause (ii) and then outstanding, does not exceed the greater of $40,000,000 and 4.5% of Total Assets (determined at the time Incurred) at any time outstanding; 

(h) Indebtedness in respect of (i) workers’ compensation claims, health, disability or other employee benefits, property, casualty
or liability insurance or self-insurance obligations, customer guarantees, performance, indemnity, surety, judgment, appeal, advance payment, customs, replevin, value added or other tax or other guarantees or other similar bonds, instruments or
obligations and completion guarantees and warranties provided by the Borrower or a Restricted Subsidiary or relating to liabilities, obligations or guarantees Incurred in the ordinary course of business or consistent with past practice;
(ii) the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or consistent with past practice; (iii) customer deposits and advance
payments received in the ordinary course of business or consistent with past practice from customers for goods or services purchased in the ordinary course of business or consistent with past practice; (iv) letters of credit, bankers’
acceptances, warehouse receipts, guarantees or other similar instruments or obligations issued or relating to liabilities or obligations Incurred in the ordinary course of business or consistent with past practice; (v) any Cash Management
Services and any other customary treasury, depositary, cash management, automatic clearinghouse arrangements, overdraft protections, credit or debit card, purchase card, electronic funds transfer, cash pooling or netting or setting off arrangements
or similar arrangements in the ordinary course of business or consistent with past practice; and (vi) Settlement Indebtedness; 
 (i)
Indebtedness arising from agreements providing for guarantees, indemnification, obligations in respect of earn-outs or other adjustments of purchase price or, in each case, similar obligations, in each case, Incurred or assumed in connection with
the acquisition or disposition of any business or assets or Person or any Capital Stock of a Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring or disposing of such business or assets or such Subsidiary for the
purpose of financing such acquisition or disposition); provided that the maximum liability of the Borrower and its Restricted Subsidiaries in respect of all such Indebtedness in connection with a disposition shall at no time exceed the gross
proceeds, including the fair market value of non-cash proceeds (measured at the time received and without giving effect to any subsequent changes in value), actually received by the Borrower and its Restricted Subsidiaries in connection with such
disposition; 
 (j) Indebtedness in an aggregate outstanding principal amount which, when taken together with the principal amount of all
other Indebtedness Incurred pursuant to this clause and then outstanding, will not exceed 100% of the net cash proceeds received by the Borrower from the issuance or sale (other than to a Restricted Subsidiary) of its Capital Stock or otherwise


  
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contributed to the equity (in each case, other than through the issuance of Disqualified Capital Stock, Designated Preferred Stock or an Excluded Contribution) of the Borrower, in each case,
subsequent to the Closing Date and any Refinancing Indebtedness in respect thereof; provided, however, that (i) any such net cash proceeds that are so received or contributed shall not increase the amount available for making
Restricted Payments to the extent the Borrower and its Restricted Subsidiaries Incur Indebtedness in reliance thereon and (ii) any net cash proceeds that are so received or contributed shall be excluded for purposes of Incurring Indebtedness
pursuant to this clause to the extent such net cash proceeds or cash have been applied to make Restricted Payments; 
 (k) Indebtedness
(including letters of credit and Designated Credit Lines) of Restricted Subsidiaries that are not Guarantors in an aggregate amount not to exceed the greater of $150,000,000 and 16.5% of Total Assets (determined at the time Incurred) at any time
outstanding (and any Refinancing Indebtedness in respect thereof); 
 (l) Indebtedness consisting of promissory notes issued by the Borrower
or any of its Subsidiaries to any current or former employee, director or consultant of the Borrower, any of its Subsidiaries or any Parent Entity (or permitted transferees, assigns, spouses or former spouses, estates, or heirs of such employee,
director or consultant), to finance the purchase or redemption of Capital Stock of the Borrower or any Parent Entity that is permitted under Section 7.06; 

(m) Indebtedness of the Borrower or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or
(ii) take-or-pay obligations contained in supply arrangements, in each case Incurred in the ordinary course of business or consistent with past practice; 

(n) Indebtedness in an aggregate outstanding principal amount which when taken together with the principal amount of all other Indebtedness
Incurred pursuant to this clause (n) and then outstanding will not exceed the greater of $100,000,000 and 11.0% of Total Assets (determined at the time Incurred) at any time outstanding (and any Refinancing Indebtedness in respect thereof);

 (o) Indebtedness Incurred in respect of a Receivables Facility; 

(p) Indebtedness of the Borrower or any of its Restricted Subsidiaries arising pursuant to any Permitted Tax Restructuring; 

(q) any obligation, or guaranty of any obligation, of the Borrower or any Restricted Subsidiary to reimburse or indemnify a Person extending
credit to customers of the Borrower or a Restricted Subsidiary incurred in the ordinary course of business or consistent with past practice for all or any portion of the amounts payable by such customers to the Person extending such credit; 

(r) Indebtedness to a customer to finance the acquisition of any equipment necessary to perform services for such customer; provided
that the terms of such Indebtedness are consistent with those entered into with respect to similar Indebtedness prior to the Closing Date, including that (i) the repayment of such Indebtedness is conditional upon such customer ordering a
specific volume of goods and (ii) such Indebtedness does not bear interest or provide for scheduled amortization or maturity; 

  
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 (s) obligations in respect of Disqualified Capital Stock in an amount not to exceed $25,000,000
outstanding at any time; 
 (t) Indebtedness represented by the Senior Notes (other than any “Additional Notes” as defined in the
Senior Notes Indenture), including any Guarantee thereof; 
 (u) Guarantees by the Borrower or any Restricted Subsidiary of Indebtedness or
other obligations of Joint Ventures not to exceed the greater of $50,000,000 and 5.5% of Total Assets (determined at the time Incurred) at any time outstanding; 

(v) Indebtedness of the Borrower or any Restricted Subsidiary to the extent that 100% of such Indebtedness is supported by a Letter of Credit;

 (w) Indebtedness of the Borrower or any Restricted Subsidiary representing deferred compensation to the former, current or future
officers, directors, employees or consultants thereof incurred in the ordinary course of business and consistent with past practice; 

(x) (i) any other Indebtedness incurred by the Borrower or any Restricted Subsidiary and (ii) any issuance of shares of
Preferred Capital Stock by any Foreign Subsidiary; provided that, in each case, the Fixed Charge Coverage Ratio shall be not less than 2.00:1.00 as of the last day of the most recently ended Test Period for which financial statements are
internally available and after giving Pro Forma Effect to such Incurrence (and the application of the proceeds thereof); provided that the aggregate principal amount of any such Indebtedness Incurred pursuant to this clause (x) by
Restricted Subsidiaries that are not, do not become or are not merged into or consolidated with Loan Parties does not exceed (in the aggregate with Indebtedness Incurred pursuant to clause (e) above by Restricted Subsidiaries that are not, do
not become or are not merged into or consolidated with Loan Parties) the greater of $150,000,000 and 16.5% of Total Assets (determined at the time Incurred) at any time outstanding; and 

(y) Indebtedness of the Borrower or any Loan Party issued in lieu of Additional Facilities consisting of (i) a series of notes
evidencing or consisting of Indebtedness that is, at the time of incurrence, either unsecured or secured by the Collateral on a pari passu basis or junior basis with the Facilities (including any Registered Equivalent Notes)
(the “Additional Notes”) or (ii) secured or unsecured loans (or commitments in respect thereof) (which loans, if secured, must be secured by the Collateral on a pari passu basis or junior basis with the
Facilities) (the “Additional Incremental Equivalent Loans” and, together with the Additional Notes, the “Incremental Equivalent Debt”); provided that (a) the aggregate initial principal amount of all
Incremental Equivalent Debt shall not exceed the amount permitted to be incurred under General Incremental Availability plus the Ratio Incremental Availability, provided that in the case of Incremental Equivalent Debt secured by
the Collateral on a junior basis with the Facilities, in lieu of complying with the maximum First Lien Leverage Ratio test set forth in Section 2.14(a)(i)(B), the Borrower shall be required to comply with a Total Secured Leverage Ratio
(calculated on a Pro Forma Basis) not to exceed 2.00:1.00, (b) the Incurrence of such Incremental Equivalent Debt shall be subject to clauses (v), (vi)(A) and (vi)(C) of Section 2.14(a), provided that
(x) the provisions of Section 2.14(a)(vi)(A) shall only apply if such 

  
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Incremental Equivalent Debt is incurred as Additional Incremental Equivalent Loans secured by the Collateral on a pari passu basis with the Facilities and (y) the provisions of
Section 2.14(a)(v) shall not apply to any Incremental Equivalent Debt incurred in the form of one-year bridge loans that are convertible or exchangeable into other instruments meeting the requirements set forth above (but for the
avoidance of doubt, not any loans, securities or other debt which are exchanged for or otherwise replace such bridge loans), (c) the maturity date of any such Incremental Equivalent Debt that is unsecured or secured by the Collateral on a
junior basis with the Facilities shall be no earlier than 91 days after the latest Maturity Date of the Facilities at the time incurred, (d) such Incremental Equivalent Debt, if secured, shall be subject to a customary intercreditor agreement
with terms to be mutually agreed by the Administrative Agent, the Borrower and the representative of the holders of notes or lenders of such Incremental Equivalent Debt and (e) the Borrower shall give the Administrative Agent at least three
Business Days’ (or such shorter period as the Administrative Agent shall agree) prior written notice of the intent to incur such Incremental Equivalent Debt. 

For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in
compliance with, this covenant: 
 (i) subject to clause (ii) below, in the event that all or any portion of any item of Indebtedness
meets the criteria of more than one of the types of Indebtedness described in clauses (a) through (w) above, the Borrower, in its sole discretion, will classify, and may from time to time reclassify, such Indebtedness so long as such
Indebtedness is permitted to be Incurred and any related Liens are permitted to be Incurred at the time of reclassification; 
 (ii) all
Indebtedness outstanding on the Closing Date under the Loan Documents shall be deemed Incurred on the Closing Date under clause (a); 

(iii) in the case of any Refinancing Indebtedness, when measuring the outstanding amount of such Indebtedness such amount shall not include
the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums (including, without limitation, tender premiums) and other costs and expenses (including, without limitation, original issue discount, upfront fees or
similar fees) Incurred in connection with such refinancing; 
 (iv) Guarantees of, or obligations in respect of, letters of credit,
bankers’ acceptances or other similar instruments relating to, or Liens securing, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included; 

(v) the principal amount of any Disqualified Capital Stock of the Borrower or a Restricted Subsidiary, or Preferred Capital Stock of a
Restricted Subsidiary, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; 

(vi) Indebtedness permitted by this Section 7.03 need not be permitted solely by reference to one provision permitting such
Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 7.03 permitting such Indebtedness; 

  
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 (vii) notwithstanding anything in this covenant to the contrary, in the case of any Indebtedness
incurred to refinance Indebtedness initially incurred in reliance on a clause of this Section 7.03 measured by reference to a percentage of Total Assets at the time of Incurrence, if such refinancing would cause the percentage of Total
Assets restriction to be exceeded if calculated based on the percentage of Total Assets on the date of such refinancing, such percentage of Total Assets restriction shall not be deemed to be exceeded so long as the principal amount of such
refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced, plus premiums (including tender premiums), defeasance, costs and fees in connection with such refinancing; and 

(viii) the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the
liability in respect thereof determined on the basis of GAAP. 
 Accrual of interest, accrual of dividends, the accretion of accreted value,
the accretion or amortization of original issue discount, the payment of interest in the form of additional Indebtedness, the payment of dividends in the form of additional shares of Preferred Capital Stock or Disqualified Capital Stock or the
reclassification of commitments or obligations not treated as Indebtedness due to a change in GAAP, will not be deemed to be an Incurrence of Indebtedness for purposes of this Section 7.03. 

SECTION 7.04 Fundamental Changes. Merge, dissolve, liquidate or consolidate with or into another Person, except that: 

(a) any Restricted Subsidiary may merge with or liquidate into (i) the Borrower; provided that the Borrower shall be the
continuing or surviving Person or (ii) any one or more other Restricted Subsidiaries; 
 (b) any Subsidiary may liquidate or
dissolve or change its legal form (including by merger or consolidation) if the Borrower determines in good faith that such action is in the best interests of the business of the Borrower; 

(c) the Borrower or any Restricted Subsidiary may merge with any other Person in order to (i) effect an Investment permitted pursuant to
Section 7.02 (provided that (A) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of
Section 6.12 to the extent applicable and (B) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02) or (ii) effect the designation of a Restricted
Subsidiary as an Unrestricted Subsidiary or an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 6.12; provided that if the Borrower is a party to any transaction effected pursuant to this
Section 7.04(c), (1) no Event of Default exists or would result therefrom, (2) the Borrower shall be the continuing and surviving Person or the continuing or surviving Person shall (x) provide all documentation and other
information reasonably requested by the Administrative Agent, any Lender or any L/C Issuer in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the
PATRIOT ACT, (y) expressly assume the obligations of the Borrower hereunder in a manner reasonably acceptable to the Administrative Agent and (z) expressly assume the obligations of the Borrower under the Senior Notes and (3) the
Jurisdictional Requirements shall be satisfied; 

  
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 (d) so long as no Event of Default exists or would result therefrom, a merger, dissolution,
liquidation or consolidation, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05, may be effected; provided that if the Borrower is a party to any transaction effected pursuant to this
Section 7.04(d), (i) the Borrower shall be the continuing or surviving Person or the continuing or surviving Person shall expressly assume the obligations of the Borrower in a manner reasonably acceptable to the Administrative Agent
and (ii) the Jurisdictional Requirements shall be satisfied; 
 (e) so long as no Event of Default exists or would result therefrom, a
merger, dissolution, liquidation or consolidation, in each case, by and among Restricted Subsidiaries, the purpose of which is to effect a Permitted Tax Restructuring, may be effected. 

SECTION 7.05 Dispositions. Make any Disposition except: 

(a) Dispositions that are expressly excluded from the definition of “Asset Disposition”; and 

(b) (i) Asset Dispositions where the Borrower or such Restricted Subsidiary, as the case may be, receives consideration (including by way
of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset
Disposition), as determined in good faith by the Borrower, of the shares and assets subject to such Asset Disposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap), (ii) in any such Asset
Disposition, or series of related Asset Dispositions (except to the extent the Asset Disposition is a Permitted Asset Swap), at least 75% of the consideration from such Asset Disposition received by the Borrower or such Restricted Subsidiary, as the
case may be, is in the form of cash or Cash Equivalents and (iii) the Net Cash Proceeds of such Asset Disposition are applied in accordance with Section 2.05(b)(ii). 

For the purposes of Section 7.05(c)(ii), the following will be deemed to be cash: 

(1) the assumption by the transferee of Indebtedness or other liabilities, contingent or otherwise, of the Borrower or a Restricted Subsidiary
(other than Subordinated Indebtedness of the Borrower or a Loan Party) and the release of the Borrower or such Restricted Subsidiary from all liability on such Indebtedness or other liability in connection with such Asset Disposition; 

(2) securities, notes or other obligations received by the Borrower or any Restricted Subsidiary from the transferee that are converted by the
Borrower or such Restricted Subsidiary into cash or Cash Equivalents within 180 days following the closing of such Asset Disposition; 

(3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent
that the Borrower and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Asset Disposition; 

  
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 (4) consideration consisting of Indebtedness of the Borrower (other than Subordinated
Indebtedness) received after the Closing Date from Persons who are not the Borrower or any Restricted Subsidiary; and 
 (5) any Designated
Non-Cash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Dispositions having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to
Section 7.05 that is at that time outstanding, not to exceed the greater of $25,000,000 and 3.0% of Total Assets (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and
without giving effect to subsequent changes in value). 
 To the extent that any Collateral is Disposed of as permitted by this
Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, which Liens shall be automatically released upon the consummation of such Disposition, it being
understood and agreed that the Administrative Agent shall be authorized to take, and shall take, any actions it deems appropriate in order to effect the foregoing. 

SECTION 7.06 Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except: 

(a) the payment of any dividend or distribution within 60 days after the date of declaration thereof if, at the date of declaration, such
payment would have complied with the provisions of this Agreement, or the redemption, repurchase or retirement of Indebtedness if, at the date of any redemption notice, such payment would have complied with the provisions hereof as if it were and is
deemed at such time to be a Restricted Payment at the time of such notice; 
 (b) (i) any purchase, repurchase, redemption,
defeasance or other acquisition or retirement of Capital Stock (“Treasury Capital Stock”) or Junior Financing made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection
with which cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Borrower (other than Disqualified Capital Stock or Designated Preferred Stock)
(“Refunding Capital Stock”) or a substantially concurrent contribution to the equity (other than through the issuance of Disqualified Capital Stock or Designated Preferred Stock or through an Excluded Contribution) of the Borrower;
provided, however, that to the extent so applied, the Net Cash Proceeds, or fair market value of property or assets or of marketable securities, from such sale of Capital Stock or such contribution will be
excluded from clause (c) of the Available Amount and (ii) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under Section 7.06(m), the declaration
and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Capital Stock of a Parent Entity) in an aggregate amount per year no
greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;  

  
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 (c) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Junior
Financing made by exchange for, or out of the proceeds of the substantially concurrent sale of, Refinancing Indebtedness or other Indebtedness permitted to be Incurred pursuant to Section 7.03; 

(d) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Preferred Capital Stock of the Borrower or a
Restricted Subsidiary made by exchange for or out of the proceeds of the substantially concurrent sale of Preferred Capital Stock of the Borrower or a Restricted Subsidiary, as the case may be, that, in each case, is permitted to be Incurred
pursuant to Section 7.03; 
 (e) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Junior
Financing or Disqualified Capital Stock or Preferred Capital Stock of a Restricted Subsidiary: 
 (i) to make AHYDO payments, to the extent
required by the agreement governing such Junior Financing, Disqualified Capital Stock or Preferred Capital Stock; or 
 (ii) consisting of
Acquired Indebtedness (other than Indebtedness Incurred (A) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was
otherwise acquired by the Borrower or a Restricted Subsidiary or (B) otherwise in connection with or contemplation of such acquisition); 

(f) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Capital Stock (other
than Disqualified Capital Stock) of the Borrower or of any Parent Entity held by any future, present or former employee, director or consultant of the Borrower, any of its Subsidiaries or of any Parent Entity (or permitted transferees, assigns,
estates, trusts or heirs of such employee, director or consultant) either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the resignation or termination of such
employee, director or consultant’s employment or directorship; provided, however, that the aggregate Restricted Payments made under this clause (f) do not exceed $20,000,000 in any calendar year (with any unused amounts in
any calendar year being carried over to succeeding calendar years subject to a maximum of $40,000,000 in any calendar year); provided further that such amount in any calendar year may be increased by an amount not to exceed:  

(i) the cash proceeds from the sale of Capital Stock (other than Disqualified Capital Stock, Designated Preferred Stock or Cure Amounts) of
the Borrower and, to the extent contributed to the capital of the Borrower (other than through the issuance of Disqualified Capital Stock or Designated Preferred Stock or an Excluded Contribution), Capital Stock of any Parent Entity, in each case to
members of management, directors or consultants of the Borrower, any of its Subsidiaries or any Parent Entity that occurred after the Closing Date, to the extent the cash proceeds from the sale of such Capital Stock have not otherwise been applied
to the payment of Restricted Payments by virtue of clause (c) of the Available Amount; plus 
 (ii) the cash proceeds of key man life
insurance policies received by the Borrower and its Restricted Subsidiaries after the Closing Date; less 

  
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 (iii) the amount of any Restricted Payments made in previous calendar years pursuant to
clauses (i) and (ii) of this clause (f); 
 and provided further that cancellation of Indebtedness owing to the Borrower or any
Restricted Subsidiary from any future, present or former members of management, directors, employees or consultants of the Borrower or Restricted Subsidiaries or any Parent Entity in connection with a repurchase of Capital Stock of the Borrower or
any Parent Entity will not be deemed to constitute a Restricted Payment for purposes of this Section 7.06 or any other provision of this Agreement;  

(g) the declaration and payment of dividends on Disqualified Capital Stock or Preferred Capital Stock of a Restricted Subsidiary, Incurred in
accordance with the terms of Section 7.03; 
 (h) purchases, repurchases, redemptions, defeasances or other acquisitions or
retirements of Capital Stock deemed to occur (i) upon the exercise of stock options, warrants or other rights in respect thereof if such Capital Stock represents a portion of the exercise price thereof or (ii) for the purpose of satisfying
any required tax withholding obligation upon the exercise or vesting of a grant or award of any stock options, warrants or other rights in respect thereof; 

(i) dividends, loans, advances or distributions to any Parent Entity or other payments by the Borrower or any Restricted Subsidiary in amounts
equal to the aggregate of (without duplication): 
 (i) the amounts required for any Parent Entity to pay any Parent Entity Expenses or any
Related Taxes; and 
 (ii) amounts constituting or to be used for purposes of making payments to the extent specified in Sections
7.08(b), (c) and (e). 
 (j) the making by the Borrower of quarterly dividend payments in respect of common stock of
the Borrower of no more than $0.09 per share; 
 (k) payments by the Borrower, or loans, advances, dividends or distributions to any
Parent Entity to make payments, to holders of Capital Stock of the Borrower or any Parent Entity in lieu of the issuance of fractional shares of such Capital Stock, provided, however, that any such payment, loan, advance, dividend or
distribution shall not be for the purpose of evading any limitation of this covenant or otherwise to facilitate any dividend or other return of capital to the holders of such Capital Stock (as determined in good faith by the Board of Directors); 

 (l) Restricted Payments that are made with Excluded Contributions; 

(m) (i) the declaration and payment of dividends on Designated Preferred Stock of the Borrower issued after the Closing Date as permitted
by Section 7.03; (ii) the declaration and payment of dividends to a Parent Entity in an amount sufficient to allow the Parent Entity to pay 

  
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dividends to holders of its Designated Preferred Stock issued after the Closing Date; and (iii) the declaration and payment of dividends on Refunding Capital Stock that is Preferred
Capital Stock; provided, however, that, in the case of clause (ii), the amount of all dividends declared or paid pursuant to such clause shall not exceed the cash proceeds received by the Borrower or the aggregate amount contributed in
cash to the equity (other than through the issuance of Disqualified Capital Stock or an Excluded Contribution) of the Borrower, from the issuance or sale of such Designated Preferred Stock; provided further, in the case of
clauses (i) and (iii), that for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or declaration of such
dividends on such Refunding Capital Stock, after giving effect to such payment on a pro forma basis the Borrower would be permitted to Incur at least $1.00 of additional Indebtedness pursuant Section 7.03(x);  

(n) dividends or other distributions of Capital Stock of, or Indebtedness owed to the Borrower or a Restricted Subsidiary by, Unrestricted
Subsidiaries (unless the Unrestricted Subsidiary’s principal asset is cash or Cash Equivalents); 
 (o) distributions or payments of
Receivables Fees; 
 (p) any Restricted Payment made pursuant to any Transaction Agreement or otherwise in connection with the Spin-Off and
in connection with the other Transactions and any costs and expenses (including all legal, accounting and other professional fees and expenses) related thereto or used to fund amounts owed to Affiliates in connection with the Transactions (including
dividends to any Parent Entity of the Borrower to permit payment by such Parent Entity of such amounts); 
 (q) so long as no Event of
Default has occurred and is continuing (or would result therefrom), Restricted Payments in an amount equal to the Available Amount as in effect immediately prior to the time of the making of such Restricted Payment; 

(r) so long as no Event of Default has occurred and is continuing (or would result therefrom), the Borrower may Restricted Payments (together
with Investments pursuant to Section 7.03(kk)(i)) in an aggregate amount not to exceed the greater of $100,000,000 and 11.0% of Total Assets at such time; 

(s) mandatory redemptions of Disqualified Capital Stock issued as a Restricted Payment or as consideration for an Investment permitted under
Section 7.02; 
 (t) payments made or expected to be made by the Borrower or any Restricted Subsidiary in respect of withholding
or similar taxes payable by any present, former or future employees, directors, officers, managers or consultants of the Borrower or any Restricted Subsidiary; 

(u) cash payments in lieu of fractional shares in connection with (i) any dividend, split or combination of Capital Stock or any
Permitted Acquisition or other permitted Investment or (ii) the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Borrower or any Restricted Subsidiary; 

  
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 (v) payments of regularly scheduled interest and payments of fees, expenses and indemnification
obligations as and when due with respect to any Junior Financing (other than payments with respect to any Junior Financing that are prohibited by any subordination provisions related thereto); 

(w) so long as no Event of Default has occurred and is continuing (or would result therefrom), additional Restricted Payments so long as the
Total Leverage Ratio for the most recently ended Test Period for which financial statements are internally available does not exceed 2.00:1.00 both before and after giving effect to such additional Restricted Payments; and 

(x) to the extent constituting Restricted Payments, transactions expressly permitted by Sections 7.02, 7.04, 7.05 or
7.08. 
 For purposes of determining compliance with this Section 7.06, in the event that a Restricted Payment meets the
criteria of more than one of the categories of Restricted Payments described in clauses (a) through (v) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such Restricted
Payment (or any portion thereof) to the extent such Restricted Payment would be permitted to be incurred under such clause at the time of such classification or reclassified, and the Borrower will only be required to include the amount and type of
such Restricted Payment in one or more of the above clauses; provided that the Borrower shall not be permitted to reclassify any Restricted Payment as being permitted under clause (j) above. 

The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of such Restricted Payment of the asset(s)
or securities proposed to be paid, transferred or issued by the Borrower or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The fair market value of any cash Restricted Payment shall be its face amount, and the
fair market value of any non-cash Restricted Payment, property or assets other than cash shall be determined conclusively by the Borrower acting in good faith. 

SECTION 7.07 Change in Nature of Business. Engage in any material line of business substantially different from those lines of business
conducted by the Borrower and the Restricted Subsidiaries on the date hereof or any business reasonably related, supportive, complementary, corollary or ancillary thereto or any reasonable extension thereof. 

SECTION 7.08 Transactions with Affiliates. Enter into or conduct any Affiliate Transaction other than: 

(a) any Restricted Payment permitted to be made pursuant to Section 7.06 or any Investment permitted to be made pursuant to
Section 7.02 (other than Section 7.02(n)); 
 (b) any issuance or sale of Capital Stock, options, other
equity-related interests or other securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, or entering into, or maintenance of, any employment, consulting, collective bargaining or benefit
plan, program, agreement or arrangement, related trust or other similar agreement and other compensation arrangements, options, warrants or other rights to purchase Capital Stock of the Borrower, any Restricted Subsidiary or any Parent Entity,
restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar 

  
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employee benefits or consultants’ plans (including valuation, health, insurance, deferred compensation, severance, retirement, savings or similar plans, programs or arrangements) or
indemnities provided on behalf of former, current or future officers, employees, directors or consultants of the Borrower, any Restricted Subsidiary or any Parent Entity approved by the Board of Directors or senior management of the Borrower, any
Restricted Subsidiary or any Parent Entity, as applicable; 
 (c) any Management Advances and any waiver or transaction with respect
thereto; 
 (d) (i) any transaction between or among the Borrower and any Restricted Subsidiary (or entity that becomes a Restricted
Subsidiary as a result of such transaction), or between or among Restricted Subsidiaries and (ii) any merger or consolidation with any Parent Entity, provided that such Parent Entity shall have no material liabilities and no material
assets other than cash, Cash Equivalents and the Capital Stock of the Borrower or another Parent Entity with no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Borrower or another Parent
Entity and such merger or consolidation is otherwise consummated in compliance with Section 7.04; 
 (e) the payment of
compensation, fees and reimbursement of expenses to, and customary indemnities (including under customary insurance policies) and employee benefit and pension expenses provided on behalf of, former, current or future directors, officers, consultants
or employees of the Borrower, any Parent Entity or any Restricted Subsidiary (whether directly or indirectly and including through any Controlled Investment Affiliate of such directors, officers or employees); 

(f) the entry into and performance of obligations of the Borrower or any of its Restricted Subsidiaries under the terms of any transaction
arising out of, and any payments pursuant to or for purposes of funding, any agreement or instrument in effect as of or on the Closing Date (or, if entered into in connection with the Spin-Off and not in effect on the Closing Date, as in effect on
the Spin-Off Effective Date), as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this Section 7.08 and
Section 7.11 or to the extent not more disadvantageous to the Lenders in any material respect when taken as a whole; 
 (g) any
customary transaction with a Receivables Subsidiary including a Securitization Repurchase Obligation and sales of accounts receivable, or participations therein, in connection with any Receivables Facility; 

(h) transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case in the
ordinary course of business or consistent with past practice, which are fair to the Borrower or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or the senior management of the Borrower or the relevant
Restricted Subsidiary, or are on terms no less favorable than those that could reasonably have been obtained at such time from an unaffiliated party; 

  
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 (i) transactions with any Person that is an Affiliate of the Borrower (other than an Unrestricted
Subsidiary) solely because the Borrower owns, directly or through a Restricted Subsidiary, an equity interest in, or controls, such Person; 

(j) issuances or sales of Capital Stock (other than Disqualified Capital Stock or Designated Preferred Stock) of the Borrower or options,
warrants or other rights to acquire such Capital Stock and the granting and performance of registration and other customary rights in connection therewith or any contribution to capital of the Borrower or any Restricted Subsidiary; 

(k) any transactions (i) pursuant to the Transactions, the Transaction Agreements and any actions pursuant thereto or contemplated
thereby, including the payment of all costs and expenses (including all legal, accounting and other professional fees and expenses) related to the Transactions, (ii) described on Schedule 7.08 or (iii) in the case of each of clauses
(i) and (ii), any amendment, modification, or supplement thereto or replacement thereof, as long as such agreement or arrangement, as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to
the Borrower and its Restricted Subsidiaries than the original agreement or arrangement in existence on the Closing Date (or if such agreement or contract is not in effect on the Closing Date or in the case of the Transaction Agreements, their
respective dates); 
 (l) transactions in which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the
Administrative Agent a letter from an Independent Financial Advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (1) of the definition of
“Affiliate Transactions”; 
 (m) the existence of, or the performance by the Borrower or any Restricted Subsidiary of its
obligations under the terms of, any equityholders agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Closing Date and any similar agreement that it may enter into thereafter;
provided, however, that the existence of, or the performance by the Borrower or any Restricted Subsidiary of its obligations under any future amendment to the equityholders’ agreement or under any similar agreement entered into
after the Closing Date will only be permitted under this clause to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Lenders in any material respect; 

(n) subject to the restrictions in this Agreement with respect to purchases of the Loans, any purchase by or issuance to the Borrower’s
Affiliates of Indebtedness or Disqualified Capital Stock of the Borrower or any of their Restricted Subsidiaries the majority of which Indebtedness or Disqualified Capital Stock is purchased by or issued to Persons who are not the Borrower’s
Affiliates; provided that such purchases by the Borrower’s Affiliates are on terms no less favorable to the Borrower and its Restricted Subsidiaries as the terms on such purchases by or issuances to such Persons who are not the
Borrower’s Affiliates; 
 (o) (i) investments by Affiliates in securities of the Borrower or any of its Restricted Subsidiaries
(and payment of reasonable out-of-pocket expenses incurred by such Affiliates in connection therewith) so long as the investment is being offered by the Borrower or such Restricted Subsidiary generally to other non-affiliated third party investors
on the same or more 

  
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favorable terms and (ii) payments to Affiliates in respect of securities of the Borrower or any of its Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were
acquired from Persons other than the Borrower and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities; 

(p) payments by any Parent Entity, the Borrower and the Restricted Subsidiaries pursuant to any tax sharing agreements or other equity
agreements in respect of Related Taxes among any such Parent Entity, the Borrower and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries; 

(q) payments, Indebtedness and Disqualified Capital Stock (and cancellation of any thereof) of the Borrower and its Restricted Subsidiaries
and Preferred Capital Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, officer, manager or consultant (or their respective Controlled Investment Affiliates or Immediate Family
Members) of the Borrower, any of its Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription
or shareholder agreement; and any employment agreements, stock option plans and other compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or arrangements with any such employees,
directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) that are, in each case, approved by the Board of Directors of the Borrower in good faith; 

(r) employment and severance arrangements between the Borrower or its Restricted Subsidiaries and their respective offers and employees in the
ordinary course of business or entered into in connection with the Transactions; 
 (s) any transition services arrangement, supply
arrangement or similar arrangement entered into in connection with or in contemplation of the disposition of assets or equity interests in any Restricted Subsidiary permitted under Section 7.05 or entered into with any Business
Successor, in each case, that the Borrower determines in good faith is either fair to the Borrower or otherwise on customary terms for such type of arrangements in connection with similar transactions; 

(t) transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the date such Unrestricted Subsidiary is redesignated
as a Restricted Subsidiary pursuant to Section 6.12(a); and 
 (u) any Permitted Tax Restructuring. 

SECTION 7.09 Burdensome Agreements. Create or otherwise cause or permit to exist or become effective any consensual encumbrance or
consensual restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions in cash or otherwise on its Capital Stock or pay any Indebtedness or other obligations owed to the Borrower or any
Restricted Subsidiary, (ii) make any loans or advances to the Borrower or any Restricted Subsidiary, or (iii) sell, lease or transfer any of its property or assets to the Borrower 

  
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or any Restricted Subsidiary; provided that (x) the priority of any Preferred Capital Stock in receiving dividends or liquidating distributions prior to dividends or liquidating
distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Borrower or any Restricted Subsidiary to other Indebtedness Incurred by the
Borrower or any Restricted Subsidiary shall not be deemed to constitute such an encumbrance or restriction, in each case other than: 
 (a)
any encumbrance or restriction pursuant to (i) the Senior Notes Indenture or the Senior Notes or (ii) any other agreement or instrument, in each case, in effect at or entered into on the Closing Date or constituting a Transaction Agreement
or otherwise entered into on or before the Closing Date in connection with the Transactions; 
 (b) any encumbrance or restriction pursuant
to any Loan Document (including any Replacement Loans and Replacement Notes) or governing any Incremental Equivalent Debt; 
 (c) any
encumbrance or restriction pursuant to applicable law, rule, regulation or order; 
 (d) any encumbrance or restriction pursuant to
an agreement or instrument of a Person or relating to any Capital Stock or Indebtedness of a Person, entered into on or before the date on which such Person was acquired by or merged, consolidated or otherwise combined with or into the Borrower or
any Restricted Subsidiary, or was designated as a Restricted Subsidiary or on which such agreement or instrument is assumed by the Borrower or any Restricted Subsidiary in connection with an acquisition of assets (other than Capital Stock or
Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was acquired by the
Borrower or was merged, consolidated or otherwise combined with or into the Borrower or any Restricted Subsidiary or entered into in contemplation of or in connection with such transaction) and outstanding on such date; provided that, for the
purposes of this clause, if another Person succeeds the Borrower and assumes the obligations of the Borrower in accordance with the terms hereof, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed
acquired or assumed by the Borrower or any Restricted Subsidiary when such Person becomes the successor of the Borrower; 
 (e) any
encumbrance or restriction (i) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any
lease, license or other contract or agreement; (ii) contained in mortgages, pledges, charges or other security agreements permitted hereunder or securing Indebtedness of the Borrower or a Restricted Subsidiary permitted hereunder to the extent
such encumbrances or restrictions restrict the transfer or encumbrance of the property or assets subject to such mortgages, pledges, charges or other security agreements; or (iii) pursuant to customary provisions restricting dispositions of
real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; 

  
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 (f) any encumbrance or restriction pursuant to Purchase Money Obligations and Capital Lease
Obligations permitted hereunder, in each case, that impose encumbrances or restrictions on the property so acquired; 
 (g) any encumbrance
or restriction imposed pursuant to an agreement entered into for the direct or indirect sale or Disposition to a Person of all or substantially all the Capital Stock or assets of the Borrower or any Restricted Subsidiary (or the property or assets
that are subject to such restriction) pending the closing of such sale or Disposition; 
 (h) customary provisions in leases, licenses,
shareholder agreements, joint venture agreements and other similar agreements, organizational documents and instruments; 
 (i) encumbrances
or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order, or required by any regulatory authority; 

(j) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary
course of business or consistent with past practice; 
 (k) any encumbrance or restriction pursuant to Hedging Obligations; 

(l) other Indebtedness, Disqualified Capital Stock or Preferred Capital Stock of Foreign Subsidiaries permitted to be Incurred or issued
subsequent to the Closing Date pursuant to the provisions of Section 7.03 that impose restrictions solely on the Foreign Subsidiaries party thereto or their Subsidiaries; 

(m) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Borrower, are necessary or
advisable to effect such Receivables Facility; 
 (n) any encumbrance or restriction arising pursuant to an agreement or instrument relating
to any Indebtedness permitted to be Incurred subsequent to the Closing Date pursuant to Section 7.03 if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less
favorable to the Lenders than (i) the encumbrances and restrictions contained in this Agreement, together with the security and guarantee documents associated therewith as in effect or as contemplated on the Closing Date or (ii) in
comparable financings (as determined in good faith by the Borrower) and where, in the case of clause (ii), the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely
affect, in any material respect, the Borrower’s ability to make principal or interest payments on the Loans; 
 (o) any encumbrance or
restriction existing by reason of any lien permitted under Section 7.01; 
 (p) any encumbrance or restriction pursuant to an
agreement or instrument effecting a refinancing of Indebtedness Incurred pursuant to, or that otherwise refinances, an agreement or instrument referred to in clauses (a) to (o) of this Section 7.09 or this clause (p) (an
“Initial Agreement”) or contained in any amendment, supplement or other modification to an agreement 

  
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referred to in clauses (a) to (o) of this Section 7.09 or this clause (p); provided, however, that the encumbrances and restrictions with respect to such
Restricted Subsidiary contained in any such agreement or instrument are no less favorable in any material respect to the Lenders taken as a whole than the encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to
which such refinancing or amendment, supplement or other modification relates (as determined in good faith by the Borrower); 
 (q)
restrictions on the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; 

(r) any agreement providing that in the event that a Lien is granted for the benefit of the Lenders, another Person shall also receive a Lien,
to the extent such Lien is permitted under Section 7.01; and 
 (s) any restriction or encumbrance that arises or is agreed to
in the ordinary course of business and does not detract from the value of property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or such Restricted Subsidiary. 

SECTION 7.10 [Reserved]. 

SECTION 7.11 Amendments of Certain Documents. Amend or otherwise modify (a) any of its Organizational Documents in a manner
material and adverse to the Administrative Agent or the Lenders or (b) any subordination terms of any Junior Financing Documentation in any manner material and adverse to the interests of the Administrative Agent or the Lenders (as reasonably
determined in good faith by the Borrower) (unless otherwise permitted by an applicable intercreditor agreement or subordination agreement), in each case without the consent of the Administrative Agent. 

SECTION 7.12 Fiscal Year. The Borrower shall not make any change in its fiscal year; provided, however, that the Borrower may,
upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, the Borrower and the Administrative Agent will, and are hereby authorized by the
Lenders to, make any adjustments to this Agreement and to the covenants contained herein that are deemed reasonably necessary by the Administrative Agent, and not objected to by the Required Lenders, to reflect such change in fiscal year. 

SECTION 7.13 Financial Covenant. Solely with respect to the Revolving Facility, commencing with the Test Period ending on the last day
of the first full fiscal quarter of the Borrower following the Closing Date, except with the written consent of the Required Revolving Lenders, the Borrower shall not permit the First Lien Leverage Ratio as of the last day of any Test Period to
exceed 3.25:1.00. 

  
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 ARTICLE 8. 

EVENTS OF DEFAULT AND REMEDIES 

SECTION 8.01 Events of Default. 

Any of the following events, acts, occurrences or states of facts shall constitute an “Event of Default” for purposes of this
Agreement: 
 (a) Failure to Make Payments When Due. There shall occur a default in the payment of (i) principal on any of the
Loans or any reimbursement obligation with respect to any Letter of Credit when due; (ii) interest on any of the Loans or any fee pursuant to Section 2.09 when due and such default in payment shall continue for five
(5) Business Days; or (iii) any other amount owing hereunder or under any other Loan Document when due and such default in payment shall continue for ten (10) days; or 

(b) Representations and Warranties. Any representation or warranty made by or on the part of the Borrower or any other Loan Party, as
the case may be, contained in any Loan Document or any document, instrument or certificate delivered pursuant hereto or thereto shall have been incorrect in any material respect when made or deemed made; or 

(c) Covenants. The Borrower or any Loan Party shall (i) default in the performance or observance of any term, covenant, condition
or agreement on its part to be performed or observed under Article 7 hereof or Sections 6.03(a), 6.05 (as to the Borrower), 6.11 or 6.15, (ii) default in the due performance or observance by it of
any other term, covenant or agreement contained in this Agreement and such default shall continue unremedied for a period of thirty (30) days after written notice thereof has been given to the Borrower by the Administrative Agent;
provided that any Event of Default as a result of the Borrower’s failure to comply with Section 7.13 shall not constitute an Event of Default with respect to the Term Loan Facility or any Additional Term Facility until the
date on which the Required Revolving Lenders have declared all Revolving Loans and related Obligations to be immediately due and payable in accordance with the provisions of Section 8.02 as a result of the Borrower’s failure to
perform or observe any term, covenant or agreement contained in Section 7.13 and such declaration has not been rescinded (and any such Event of Default as a result of the Borrower’s failure to comply with Section 7.13
that has become applicable to the Term Loan Facility and any Additional Term Facility in accordance this proviso shall terminate automatically and immediately upon the Required Revolving Lenders rescinding such acceleration and/or waiving such Event
of Default unless the Term Loan Facility and each Additional Term Facility have been accelerated prior to such time); or 
 (d) Default
Under Other Loan Documents. Any Loan Party shall default in the performance or compliance with any term, covenant, condition or agreement on its part to be performed or observed hereunder or under any Loan Document (and not constituting an Event
of Default under any other clause of this Section 8.01) and such default shall continue unremedied for a period of thirty (30) days after written notice thereof has been given to the Borrower by the Administrative Agent; or 

(e) Insolvency Proceedings, Etc. (i) Any Loan Party or any of the Material Subsidiaries institutes or consents to, or fails to
contest in good faith, the institution of any involuntary proceeding under any Debtor Relief Law against any Loan Party or any of the Material Subsidiaries, makes a general assignment for the benefit of creditors or applies for or consents to, or
fails to contest in good faith, the entry of an order for relief or the appointment of any receiver, trustee, bankruptcy trustee, custodian, conservator, liquidator, rehabilitator, judicial 

  
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manager, provisional liquidator, administrator, administrative receiver, receiver and manager, controller, monitor or similar officer for it or for all or a substantial part of its property; or
(ii) any order for relief is entered in any proceeding under any Debtor Relief Law or any other action is commenced (by way of voluntary arrangement, scheme of arrangement or otherwise) against any Loan Party or any of the Material Subsidiaries
or any receiver, trustee, bankruptcy trustee, custodian, conservator, liquidator, rehabilitator, judicial manager, provisional liquidator, administrator, administrative receiver, receiver and manager, controller, monitor or similar officer is
appointed for it or for all or a substantial part of its property or business and such appointment shall remain undischarged or unstayed for a period of sixty (60) days; or (iii) any involuntary proceeding under any Debtor Relief Law shall
be instituted against any Loan Party or any of the Material Subsidiaries without the application or consent of such Person and such proceeding shall remain undismissed or unstayed for a period of sixty (60) days; or (iv) any Loan Party or
any of the Material Subsidiaries shall take any corporate or other organizational action to authorize any of the actions set forth above in this subsection (e); or 

(f) Inability to Pay Debts. Any Loan Party or any Material Subsidiary becomes unable or admits in writing its inability or fails
generally to pay its debts as they become due; or 
 (g) Default Under Other Agreements. (i) The Borrower or any of the Material
Subsidiaries shall fail to make any payment beyond the applicable grace period with respect thereto, if any, whether at stated maturity or otherwise, of any amount pursuant to any Material Indebtedness (other than Indebtedness owed to the Lenders
under the Loan Documents), or (ii) a default shall occur in the performance or observance of any agreement under any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event
shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (with the giving of
notice, if required), such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to the stated maturity thereof; provided that this clause (g)(ii) shall not apply to (x) secured
Indebtedness that becomes due (or requires an offer to purchase) as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing
for such Indebtedness or (y) such Indebtedness that is required to be prepaid upon a “Change of Control” (or equivalent term) so long as on or prior to the date the events constituting such “Change of Control” (or equivalent
term) occur, either (I) the terms of such Indebtedness have been amended to eliminate the requirement to make such offer, (II) such Indebtedness has been defeased or discharged so that such requirement shall no longer apply (and, in the event
such “Change of Control” (or equivalent term) is subject to a requirement that a specific credit ratings event or similar condition subsequent occur, no Event of Default shall exist until such time as the specific credit ratings event or
similar condition subsequent has also occurred resulting in the obligor under such Indebtedness becoming unconditionally obligated to make such offer) or (III) solely in the case of Indebtedness of any Person acquired by the Borrower or any of its
Subsidiaries where such “Change of Control” (or equivalent term) under such Indebtedness resulted from the Borrower or one of its Subsidiary’s acquisition of such Person, (x) the sum of Available Liquidity plus any available debt
financing commitments from any Revolving Lender or any Affiliate of a Revolving Lender or any other financial institution of nationally recognized standing available to the Borrower or its Subsidiaries for purposes of refinancing such


  
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Indebtedness is at least equal to the aggregate amount that would be required to repay such Indebtedness pursuant to any required “Change of Control offer” (or equivalent term) pursuant
to the terms of such Indebtedness at all times prior to the expiration of the rights of the holders of such Indebtedness to require the repurchase or repayment of such Indebtedness as a result of such acquisition and (y) the Borrower or the
applicable Subsidiary complies with the provisions of such Indebtedness that are applicable as a result of such acquisition (including by consummating any required “Change of Control offer” (or equivalent term) for such Indebtedness;
provided, further, that this clause (g) shall not apply if such failure is remedied or waived by the holders of such Indebtedness prior to any termination of the Revolving Commitments or acceleration of the Loans pursuant to
Section 8.02; or 
 (h) Judgments. One or more judgments or decrees shall be entered against any Loan Party or any
Material Subsidiary for the payment of money in an aggregate amount exceeding $100,000,000 (to the extent not covered by an independent third-party insurance company or an indemnitor as to which coverage or indemnification, as the case may be, has
not been disclaimed) and there is a period of sixty (60) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or 

(i) Collateral Documents. At any time after the execution and delivery thereof any of the Collateral Documents shall cease to be in
full force and (other than as permitted pursuant to the provisions thereof or hereof) cease to create a valid and perfected lien on and security interest in any material portion of the Collateral having the lien priority required by this Agreement
and the Collateral Documents, except (i) to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent (through no fault of the Loan Parties) to maintain possession of certificates actually
delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements or (ii) as a result of the sale, release or other disposition of the applicable Collateral in a
transaction permitted under the Loan Documents; or 
 (j) ERISA. An ERISA Event shall occur that would reasonably be expected to have
a Material Adverse Effect; or 
 (k) Guaranties. Any material Guarantee under the Guarantee Agreement shall (other than in accordance
with its terms) cease to be in full force and effect in accordance with its terms (other than as permitted pursuant to the terms hereof and thereof), or any material Guarantor shall deny or disaffirm in writing such Guarantor’s obligations
under the Guarantee Agreement (other than a discharge of such Guarantor in accordance with the terms of the Loan Documents); or 
 (l)
Change of Control. A Change of Control shall occur. 
 SECTION 8.02 Remedies Upon Event of Default. 

(a) If any Event of Default occurs and is continuing (other than an Event of Default under Section 8.01(c)(ii) as a result of the
Borrower’s failure to comply with Section 7.13 unless the conditions of the proviso contained in Section 8.01(c)(ii) have been satisfied), the Administrative Agent may and, at the request of the Required Lenders, shall
take any or all of the following actions: 
 (i) declare the Commitments to be terminated, whereupon such Commitments shall
be terminated; 

  
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 (ii) 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, whereupon all such sums shall become, immediately due and payable, without presentment, demand, protest or other notice of any kind,
all of which are hereby expressly waived by the Borrower; 
 (iii) require that the Borrower Cash Collateralize the L/C
Obligations issued and then outstanding (in an amount equal to the then stated amount thereof); and 
 (iv) exercise on
behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; 
 provided that
upon the occurrence of an Event of Default under Section 8.01(e) or (f) with respect to the Borrower, the obligation of each Lender to make Loans and any L/C Obligations (and the Commitments) 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 without notice of any kind, 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. 
 (b) If any
Event of Default under Section 8.01(c)(ii) as a result of the Borrower’s failure to comply with Section 7.13 occurs and is continuing, the Administrative Agent may and, at the request of the Required Revolving Lenders,
shall take any or all of the following actions: 
 (i) declare the commitment of each Lender to make Revolving Loans and any L/C Obligations
to be terminated, whereupon such commitments and obligation shall be terminated; 
 (ii) declare the unpaid principal amount of all
outstanding Revolving Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document under or in respect of the Revolving Facility 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; 
 (iii) require that the
Borrower Cash Collateralize the outstanding L/C Obligations; and 
 (iv) exercise on behalf of itself and the Revolving Lenders all rights
and remedies available to it and the Revolving Lenders under the Loan Documents or applicable Laws, in each case under or in respect of the Revolving Facility. 

  
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 SECTION 8.03 Application of Funds. After the exercise of remedies provided for in
Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in Section 8.02), including in any
bankruptcy or insolvency proceeding, any amounts received on account of the Obligations shall be applied by the Administrative Agent in accordance with Section 6.02 of the Security Agreement. 

SECTION 8.04 Rights not Exclusive. The rights provided for in this Agreement and the other Loan Documents are cumulative and are not
exclusive of any other rights, powers, privileges or remedies provided by law or in equity, or under any other instrument, document or agreement now existing or hereafter arising. 

ARTICLE 9. 
 ADMINISTRATIVE
AGENT AND OTHER AGENTS 
 SECTION 9.01 Appointment of Agents. Citibank is hereby appointed the Administrative Agent and the
Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Citibank to act as the Administrative Agent and the Collateral Agent in accordance with the terms hereof and the other Loan Documents. Deutsche Bank
Securities Inc. is hereby appointed as the Syndication Agent hereunder, and each Lender hereby authorizes Deutsche Bank Securities Inc. to act as the Syndication Agent in accordance with the terms hereof and the Loan Documents. Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Mizuho Bank, Ltd. and The Bank of Tokyo-Mitsubishi UFJ, LTD. are hereby appointed Documentation Agents hereunder, and each Lender hereby authorizes Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Mizuho Bank, Ltd. and The Bank of Tokyo-Mitsubishi UFJ, LTD. to act as Documentation Agents in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express
conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article 9 are solely for the benefit of the Agents and Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the
provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with
or for the Borrower or any of its Subsidiaries. Each of the Syndication Agent and the Documentation Agents, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As
of the Closing Date, neither Deutsche Bank Securities Inc. in its capacity as the Syndication Agent, nor Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Bank, Ltd. or The Bank of Tokyo-Mitsubishi UFJ, LTD. in their respective
capacities as the Documentation Agents, shall have any obligations but shall be entitled to all benefits of this Article 9. Each of the Syndication Agent and the Documentation Agents may resign from such role at any time, with immediate
effect, by giving prior written notice thereof to the Administrative Agent and the Borrower. 
 SECTION 9.02 Powers and
Duties. Each Lender irrevocably authorizes each Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Loan Documents as are specifically delegated or granted
to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as 

  
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are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Loan Documents. Each Agent may exercise such
powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Loan Documents, a fiduciary relationship in respect of any Lender or any other Person; nothing
herein or in any of the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Loan Documents except as expressly set forth herein or
therein; and the use of the term “agent” herein and in the other Loan Documents with reference to the Agents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable
law (it being understood that such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties). 

SECTION 9.03 General Immunity. No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution,
effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements
or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Loan Party to any Agent or any Lender in connection with the Loan Documents
and the transactions contemplated thereby or for the financial condition or business affairs of any Loan Party or any other Person liable for the payment of any Obligations or the value or the sufficiency of any Collateral, nor shall any Agent be
required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or as to the existence or
possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. In addition, the Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of
Default unless the Administrative Agent has received notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” Anything contained
herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the L/C Obligations or the component amounts thereof. 

(b) Exculpatory Provisions. No Agent nor any of its Affiliates, nor any of its or its Affiliates’ officers, partners, directors,
employees or agents, shall be liable to the Lenders for any action taken or omitted by any Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s gross negligence or willful misconduct, as
determined by a final, non-appealable judgment of a court of competent jurisdiction (including without limitation in connection with matters relating to Loans or Letters of Credit in any Alternative Currency). Each Agent shall be entitled to refrain
from any act or the taking of any action (including the failure to take an action) in connection herewith or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and
until such Agent shall have received instructions in respect thereof from the Required Lenders (or such other Lenders as may be required to give such instructions under Section 10.01) and, upon receipt of such instructions from the
Required Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain 

  
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from acting, or to exercise such power, discretion or authority, in accordance with such instructions, including for the avoidance of doubt refraining from any action that, in its opinion or the
opinion of its counsel, 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. Without prejudice to
the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the
proper Person or Persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for the Borrower and its Subsidiaries), accountants, experts and other professional advisors
selected by it; and (ii) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder or any of the other Loan Documents in accordance with the
instructions of the Required Lenders (or such other Lenders as may be required to give such instructions under Section 10.01). 

(c) Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers under this
Agreement or under any other Loan Document (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof)) 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 Affiliates. The exculpatory, indemnification and other provisions of this Section 9.03 and of
Section 9.06 and Section 10.05 shall apply to any Affiliates of the Administrative 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 the Administrative Agent. All of the rights, benefits, and privileges (including the exculpatory and indemnification provisions) of this Section 9.03 and of Section 9.06 and Section 10.05 shall
apply to any such sub-agent and to the Affiliates of any such sub-agent, and shall apply to their respective activities as sub-agent as if such sub-agent and Affiliates were named herein. Notwithstanding anything herein to the contrary, with respect
to each sub-agent appointed by the Administrative Agent, (i) such sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory rights and rights to
indemnification) and shall have all of the rights and benefits of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to indemnification)
directly, without the consent or joinder of any other Person, against any or all of Loan Parties and the Lenders, (ii) such rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall not be modified or
amended without the consent of such sub-agent, and (iii) such sub-agent shall only have obligations to the Administrative Agent and not to any Loan Party, Lender or any other Person and no Loan Party, Lender or any other Person shall have any
rights, directly or indirectly, as a third party beneficiary or otherwise, against such sub-agent. 
 SECTION 9.04 Agents Entitled to Act
as Lender. The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. With respect to its participation
in the Loans and the Letters of Credit, each Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as if it were not performing the duties and functions delegated to it hereunder, and the term
“Lender” shall, unless the context 

  
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clearly otherwise indicates, include each Agent in its individual capacity. Any Agent and its Affiliates may accept deposits from, lend money to, own securities of, and generally engage in any
kind of banking, trust, financial advisory or other business with the Borrower or any of its Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from the Borrower for services in
connection herewith and otherwise without having to account for the same to the Lenders. 
 SECTION 9.05 Lenders’ Representations,
Warranties and Acknowledgment. 
 (a) Each Lender represents and warrants that it has made its own independent investigation of the
financial condition and affairs of the Borrower and its Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and its Subsidiaries. No
Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender with any credit or other information with respect thereto,
whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. 

(b) Each Lender, by delivering its signature page to this Agreement or an Assignment and Assumption or a Joinder Agreement and funding its
Term Loans and/or Revolving Loans on the Closing Date or by the funding of any Additional Loans, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required
to be approved by any Agent, the Required Lenders or the Lenders, as applicable on the Closing Date or as of the date of funding of such Additional Loans. 

(c) Each Lender acknowledges that the Borrower may purchase Term Loans hereunder from the Lenders from time to time, subject to the
restrictions set forth in the definition of “Eligible Assignee” and in Section 10.07. 
 SECTION 9.06 Right to
Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent and each Related Party of each Agent, to the extent that such Agent shall not have been reimbursed by any Loan Party pursuant to
Section 10.05 for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which
may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as such Agent in any way relating to or
arising out of this Agreement or the other Loan Documents or any transaction contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing (determined in its Dollar equivalent with
respect to any such amounts that represent Revolving Loans in any Alternative Currency); provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from such Agent’s bad faith, gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any
purpose shall, in the opinion of 

  
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such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is
furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro
Rata Share thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement
described in the proviso in the immediately preceding sentence. The failure of any Lender to reimburse any Agent promptly upon demand of its Pro Rata Share thereof as provided herein shall not relieve any other Lender of its obligation hereunder to
reimburse the Agents for its Pro Rata Share of such amount. 
 SECTION 9.07 Successor Administrative Agent and Collateral Agent. 

(a) The Administrative Agent shall have the right to resign at any time by giving 30 days’ prior written notice thereof to the Lenders and
the Borrower, and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower and the Administrative Agent and signed by the Required Lenders. The
Administrative Agent shall have the right to appoint a financial institution to act as the Administrative Agent and/or Collateral Agent hereunder, subject to the reasonable satisfaction of the Borrower and the Required Lenders, and the
Administrative Agent’s resignation shall become effective on the earliest of (i) 30 days after delivery of the notice of resignation (regardless of whether a successor has been appointed or not), (ii) the acceptance of such successor
Administrative Agent by the Borrower and the Required Lenders or (iii) such other date, if any, agreed to by the Required Lenders. Upon any such notice of resignation or any such removal, the Required Lenders shall have the right, with the
Borrower’s consent (not to be unreasonably withheld or delayed), to appoint a successor Administrative Agent; provided that Borrower consent shall not be required if an Event of Default pursuant to Section 8.01(a),
(e) or (f) has occurred and is continuing. If neither the Required Lenders nor the Administrative Agent have appointed a successor Administrative Agent (consented to by the Borrower, if applicable), the Required Lenders shall
be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that, until a successor Administrative Agent is so appointed by the Required Lenders or the
Administrative Agent, any collateral security held by the Administrative Agent in its role as Collateral Agent on behalf of the Lenders or L/C Issuers under any of the Loan Documents shall continue to be held by the retiring Collateral Agent as
nominee until such time as a successor Collateral Agent is appointed. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Collateral Agent shall promptly (i) transfer to such successor Administrative Agent all sums,
securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the
Loan Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor
Administrative Agent of the security interests created under the Collateral Documents, 

  
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whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. Except as provided above, any resignation or removal of Citibank or its
successor as Administrative Agent pursuant to this Section 9.07 shall also constitute the resignation or removal of Citibank or its successor as Collateral Agent. In addition, any resignation by or removal of Citibank or its successor as
Administrative Agent hereunder shall also constitute its resignation as an L/C Issuer and the Swingline Lender, in which case Citibank or its successor (x) shall not be required to issue any further Letters of Credit or make any additional
Swingline Loans hereunder and (y) shall maintain all of its rights as L/C Issuer or Swingline Lender, as the case may be, with respect to any Letters of Credit issued by it, or Swingline Loans made by it, prior to the date of such resignation.
After any retiring or removed Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this Article 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it
was Administrative Agent hereunder. Any successor Administrative Agent appointed pursuant to this Section 9.07 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder. 

(b) In addition to the foregoing, Collateral Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders
and the Borrower, and the Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower and the Collateral Agent signed by the Required Lenders. Administrative Agent
shall have the right to appoint a financial institution as the Collateral Agent hereunder, subject to the reasonable satisfaction of the Borrower and the Required Lenders and the Collateral Agent’s resignation shall become effective on the
earliest of (i) 30 days after delivery of the notice of resignation, (ii) the acceptance of such successor Collateral Agent by the Borrower and the Required Lenders or (iii) such other date, if any, agreed to by the Required Lenders.
Upon any such notice of resignation or any such removal, the Required Lenders shall have the right, with the Borrower’s consent (not to be unreasonably withheld or delayed), to appoint a successor Collateral Agent; provided that Borrower
consent shall not be required if an Event of Default pursuant to Section 8.01(a), (e) or (f) has occurred and is continuing. Until a successor Collateral Agent is so appointed by the Required Lenders or the
Administrative Agent, any collateral security held by the Collateral Agent on behalf of the Lenders or L/C Issuers under any of the Loan Documents shall continue to be held by the retiring Collateral Agent as nominee until such time as a successor
Collateral Agent is appointed. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring or removed Collateral Agent under this Agreement and the Collateral Documents, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums,
securities and other items of Collateral held hereunder or under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent
under this Agreement and the Collateral Documents, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or
appropriate in connection with the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and
obligations under this Agreement and the Collateral Documents. After any retiring or removed Collateral Agent’s resignation or removal 

  
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hereunder as the Collateral Agent, the provisions of this Agreement and the Collateral Documents shall inure to its benefit as to any actions taken or omitted to be taken by it under this
Agreement or the Collateral Documents while it was the Collateral Agent hereunder. 
 SECTION 9.08 Collateral Documents and Guaranty.

 (a) Agents under Collateral Documents and Guaranty. Each Secured Party hereby further authorizes the Administrative Agent or the
Collateral Agent, as applicable, on behalf of and for the benefit of Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Guarantee Agreement, the Collateral and the Collateral Documents; provided
that neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Hedging Obligations. Subject to
Section 10.01, without further written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable may, and each Lender, on behalf of themselves and their respective Affiliates as
Secured Bank Product Providers and Designated Credit Line Providers (and each other Designated Credit Line Provider, by its delivery to the Administrative Agent of notice of its provision of a Designated Credit Line and its acceptance of the benefit
of the Collateral), irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to enter into the Security Agreement and any customary intercreditor agreements as required herein for the benefit of the Lenders and the other
Secured Parties, and to execute any documents or instruments necessary to (i) in connection with a sale or disposition of assets permitted by this Agreement or the designation of a Guarantor as an Unrestricted Subsidiary in accordance with
Section 6.12, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or to which the Required Lenders (or such other Lenders as may be required to give such consent under
Section 10.01) have otherwise consented, or if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under this Section 9.08, (ii) release any Lien encumbering any
property of any Loan Party that does not constitute (or ceases to constitute) Collateral as a result of a transaction permitted under the Loan Documents or otherwise, (iii) release any Guarantor from the Guarantee Agreement pursuant to
Section 12 of the Guarantee Agreement or with respect to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 10.01) have otherwise consented or if such Person otherwise
ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents or (iv) to subordinate any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document in
lieu of any release permitted pursuant to this Section 9.08, and the Administrative Agent or Collateral Agent, as applicable, may subordinate any such Liens on the Collateral to another Lien permitted under Section 7.01 that
the Administrative Agent or Collateral Agent, as applicable, determines in its commercially reasonable judgment was intended by operation of Law or otherwise to be subordinate to another Lien permitted under Section 7.01. 

(b) Right to Realize on Collateral and Enforce Guaranty. Anything contained in any of the Loan Documents to the contrary
notwithstanding, the Borrower, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee
Agreement or any Collateral Document, it being understood and agreed that all powers, rights 

  
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and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, for the benefit of the Secured Parties in
accordance with the terms hereof and thereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with the terms thereof, and
(ii) in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k),
Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy
Code) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective
individual capacities) shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition,
to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition. 

(c) Release of Collateral and Guarantees, Termination of Loan Documents. Notwithstanding anything to the contrary contained herein or
any other Loan Document, when all Obligations (other than (i) contingent indemnity obligations that are not due and payable and (ii) Secured Bank Product Obligations and obligations under Designated Credit Lines) have been paid in full,
all Commitments have terminated or expired and no Letter of Credit shall be outstanding (except to the extent Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have
been made), all obligations under the Loan Documents and all security interests created by the Loan Documents and the guarantees made herein shall automatically terminate and, upon request of the Borrower, the Administrative Agent shall (without
notice to, or vote or consent of, any Secured Bank Product Provider or Designated Credit Line Provider) take such actions as shall be required to release its security interest in all Collateral, and to release all guarantee obligations provided for
in any Loan Document, whether or not on the date of such release there may be outstanding Secured Bank Product Obligations or obligations under Designated Credit Lines. Any such release of guarantee obligations shall be deemed subject to the
provision that such guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency,
bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any
substantial part of its property, or otherwise, all as though such payment had not been made. 
 (d) The Collateral 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 Collateral Agent’s Lien thereon, or any
certificate prepared by any Loan Party in connection therewith, nor shall the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. 

  
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 SECTION 9.09 Withholding Taxes. To the extent required by any Applicable Laws, the
Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If any payment has been made to any Lender by the Administrative Agent without the applicable withholding Tax being withheld
from such payment and the Administrative Agent has paid over the applicable withholding Tax to the IRS or any other Governmental Authority, or the IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly
withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which
rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or
otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. 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 hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan
Document against any amount due the Administrative Agent under this Section 9.09. The agreements in this Section 9.09 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by,
or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations. 

SECTION 9.10 Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under
any Debtor Relief Laws relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or Obligation under a Letter of Credit 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 (but not obligated) by intervention in such proceeding or otherwise: 

(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that, in its sole opinion, complies with
such rule’s disclosure requirements for entities representing more than one creditor; 
 (b) to file and prove a claim for the whole
amount of the principal and interest owing and unpaid in respect of the Loans 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, L/C
Issuers and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its respective agents and counsel and all other amounts due the Administrative Agent
under Sections 2.03, 2.09, 10.04 and 10.05) allowed in such judicial proceeding; and 
 (c) to collect and
receive any monies or other property payable or deliverable on any such claims and to distribute the same; 

  
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 (d) and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar
official in any such judicial proceeding is hereby authorized by each Lender and 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 L/C Issuers, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative
Agent under Sections 2.09, 10.04 and 10.05. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Administrative Agent, its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.09, 10.04 and 10.05. out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the Lenders or L/C Issuers may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. 

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan
of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. 

SECTION 9.11 Secured Bank Product Providers and Designated Credit Line Providers. Each Secured Bank Product Provider, by its
acceptance of the benefits of the Collateral, and each Designated Credit Line Provider, by its delivery to the Administrative Agent of notice of its provision of a Designated Credit Line and its acceptance of the benefits of the Collateral, as
applicable, agrees to be bound by Section 6.02 of the Security Agreement and this Article 9. Each Secured Bank Product Provider and each Designated Credit Line Provider shall indemnify and hold harmless each Agent and each of its
directors, officers, employees, or agents, to the extent not reimbursed by the Loan Parties, against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature
whatsoever that may be imposed on, incurred by, or asserted against such Agent or its directors, officers, employees, or agents in connection with such provider’s Secured Bank Product Obligations or Designated Credit Lines, as applicable;
provided, however, that no Secured Bank Product Provider or Designated Credit Line Provider shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from such Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of competent jurisdiction. No Swap Contract, other Bank Product agreement or Designated Credit Line will
create (or be deemed to create) in favor of any Secured Bank Product Provider or Designated Credit Line Provider, as applicable, that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations
of any Guarantor under the Loan Documents. By accepting the benefits of the Collateral, each such Secured Bank Product Provider and Designated Credit Line Provider shall be deemed to have appointed the Collateral Agent as its agent and agreed to be
bound by the Loan Documents as a Secured Party, subject to the limitations set forth in this Section 9.11. 
 SECTION 9.12
Arrangers; Syndication Agent; Documentation Agents. Anything herein to the contrary notwithstanding, none of the Arrangers, the Syndication Agent or the Documentation 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, the Collateral Agent, a Lender or an L/C Issuer hereunder or thereunder. 

  
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 ARTICLE 10. 

MISCELLANEOUS 
 SECTION
10.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless (x) in the case of
any amendment necessary or reasonably advisable to implement the terms of any Additional Term Loans, Additional Revolving Loans or Extension Offers, as applicable, in accordance with the terms hereof, in writing signed solely by the Borrower, the
Administrative Agent and the relevant Additional Term Lenders, Additional Revolving Lenders or Lenders accepting such Extension Offer, as applicable, and (y) in the case of any other amendment, in writing signed by the Required Lenders (or by
the Administrative Agent with the consent of the Required Lenders), the Administrative Agent and the Borrower or the applicable Loan Party, as the case may be, and each such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given; provided that, notwithstanding the foregoing: 
 (a) the consent of each Lender directly and
adversely affected thereby (but not the consent of the Required Lenders) shall be required for any waiver, amendment or modification that would: 

(i) change the stated currency in which any Lender is required to make Loans or the Borrower is required to make payments of
principal, interest, fees or other amounts hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; 

(ii) extend or increase the Commitment of any Lender without the written consent of each Lender directly and adversely
affected thereby (it being understood that a waiver of any condition precedent set forth in Section 4.01 or Section 4.02, or the waiver of any Default, Event of Default, mandatory prepayment or mandatory reduction of the
Commitments shall not constitute an extension or increase of any Commitment of any Lender); 
 (iii) postpone any date
scheduled for any payment of principal (including final maturity) or interest under Section 2.07 or Section 2.08 or fees under Section 2.09, without the written consent of each Lender directly and adversely
affected thereby (it being understood that the waiver (or amendment to the terms of) of any mandatory prepayment of the Loans, any obligation of the Borrower to pay interest at the Default Rate, or any Default or Event of Default shall not
constitute such a postponement of any date scheduled for the payment of principal, interest or fees and it further being understood that any change to the definition of “First Lien Leverage Ratio” or the component definitions thereof shall
not constitute a postponement of such scheduled payment); 

  
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 (iv) reduce or forgive the principal of, or the rate of interest specified herein
on any Loan or (subject to clause (i) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender directly and
adversely affected thereby (it being understood that any change to the definition of “First Lien Leverage Ratio” or in the component definitions thereof shall not constitute a reduction in any rate of interest); provided that only
the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate; or 

(v) change the definition of “Pro Rata Share”, Section 2.12(a), Section 2.13, or
Section 8.03 hereto or Section 6.02 of the Security Agreement in any manner that would alter the pro rata sharing of payments or other amounts required thereby without the written consent of each Lender directly and adversely
affected thereby; provided that the portion of the Total Outstandings held or deemed held by any Defaulting Lender shall be excluded for purposes of making such determination; provided further that modifications to
Sections 2.12(a), 2.13 or 8.03, Section 6.02 of the Security Agreement or the definition of “Pro Rata Share” in connection with (x) any buy back of Term Loans by the Borrower pursuant to
Section 10.07(j), (y) any amendment pursuant to Section 2.14 or (z) any amendment effectuating Incremental Equivalent Debt, in each case, shall only require approval (to the extent any such approval is otherwise
required) of the Required Lenders; and 
 (b) no such amendment, waiver or consent shall: 

(i) change any provision of this Section 10.01 or the definition of “Required Lenders”, “Required
Revolving Lenders”, or any other provision hereof specifying the number or percentage of Lenders (but only to the extent reducing such number or percentage) required to amend, waive or otherwise modify any rights hereunder or make any
determination or grant any consent hereunder without the written consent of each Lender (it being understood that, with the consent of the Required Lenders or Required Revolving Lenders, as applicable, (if such consent is otherwise required) or the
Administrative Agent (if the consent of the Required Lenders or Required Revolving Lenders is not otherwise required), additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or
Required Revolving Lenders, as applicable, on substantially the same basis as the Term Commitments or Revolving Commitments, as applicable); or 

(ii) release all or substantially all of the Collateral or Guarantors from their obligations under the Guarantee Agreement in
any transaction or series of related transactions except as expressly provided in the Loan Documents (including a transaction permitted under Section 7.04 or Section 7.05), without the written consent of each Lender; 

and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by any L/C Issuer (in addition to the Lenders
required above), directly and adversely affect the rights or duties of such L/C Issuer under this Agreement or any L/C Application relating to any 

  
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Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender (in addition to the Lenders required above),
directly and adversely affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above,
directly and adversely affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document, (iv) Section 10.07(g) may not be amended, waived or otherwise
modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification, (v) only the consent of the Required Revolving Lenders shall be
necessary to amend or waive the terms and provisions of Section 7.13, Section 8.01(c) (solely as it relates to Section 7.13), and related definitions, if any, solely as used in such Sections, but not as used in
other Sections of this Agreement and no such amendment or waiver of any such terms or provisions (and such related definitions) shall be permitted without the consent of the Required Revolving Lenders, and (vi) in connection with an amendment
that addresses solely a re-pricing transaction in which any tranche of Loans or Commitments is refinanced with a replacement tranche of Loans or Commitments that bear (or is modified in such a manner such that the resulting Loans or Commitments
bear) a lower effective yield (a “Permitted Repricing Amendment”), only the consent of the Lenders holding Loans or Commitments subject to such permitted repricing transaction that will continue as Lenders in respect of the repriced
tranche of Loans or Commitments or modified Loans or Commitments shall be required for such Permitted Repricing Amendment but any such non-continuing Lender shall be entitled to any applicable fee under Section 2.09(d) as if such
non-continuing Lender was a Non-Consenting Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent
which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be
increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each directly and adversely affected Lender that by its terms affects any Defaulting Lender
disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. 
 Notwithstanding the
foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit
the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Loans and
the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. 

Notwithstanding anything to the contrary contained in Section 10.01 but without limitation of Section 2.15, in the
event that the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders or of all the Lenders directly and adversely affected thereby and such modification or amendment
is agreed to by the Required Lenders, then with the consent of the Borrower and the Required Lenders, the Borrower and the Required Lenders shall be permitted to amend the 

  
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Agreement without the consent of the Non-Consenting Lenders to provide for (a) the termination of the Commitments of Non-Consenting Lenders that are
(x) Revolving Lenders, (y) Term Lenders or (z) both, at the election of the Borrower and the Required Lenders, (b) the addition to this Agreement of one or more other financial institutions (each of which shall be an Eligible
Assignee), or an increase in the Commitment of one or more of the Required Lenders (with the written consent thereof), so that the total Commitment after giving effect to such amendment shall be in the same amount as the total Commitment immediately
before giving effect to such amendment, (c) if any Loans are outstanding at the time of such amendment, the making of such additional Loans by such new financial institutions or Required Lender or Lenders, as the case may be, as may be
necessary to repay in full with accrued interest, at par, the outstanding Loans of the Non-Consenting Lenders immediately before giving effect to such amendment and (d) such other modifications to this Agreement as may be appropriate to effect
the foregoing clauses (a), (b) and (c). 
 In addition, notwithstanding the foregoing, this Agreement may be
amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the Replacement Term Loans (as defined below) to permit the refinancing of all or a portion of the outstanding Term Loans of any Class
(“Refinanced Term Loans”) with one or more tranches of replacement term loans (“Replacement Term Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Term Loans shall
not exceed the aggregate principal amount of such Refinanced Term Loans (plus accrued interest, fees, expenses and premium), (b) the Applicable Rate for such Replacement Term Loans shall not be higher than the Applicable Rate for such
Refinanced Term Loans unless the maturity of the Replacement Term Loans is at least one year later than the maturity of the Refinanced Term Loans, (c) the Weighted Average Life to Maturity of Replacement Term Loans shall not be shorter than the
Weighted Average Life to Maturity of such Refinanced Term Loans, at the time of such refinancing (except by virtue of amortization or prepayment of the Refinanced Term Loans prior to the time of such incurrence) and (d) all other terms
applicable to such Replacement Term Loans shall be substantially identical to, or less favorable (taken as a whole) to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent
necessary to provide for covenants and other terms applicable to any period after the latest Maturity Date of the Term Loans in effect immediately prior to such refinancing. 

Notwithstanding anything to the contrary contained in this Section 10.01, guarantees, collateral security documents and related
documents executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the
request of the Borrower, without the need to obtain the consent of any Lender, if such amendment or waiver is delivered in order (i) to comply with local law or advice of local counsel or (ii) to cause such guarantee, collateral security
document or other document to be consistent with this Agreement and the other Loan Documents. 
 Further, notwithstanding anything to the
contrary contained in Section 10.01, if at any time after the Closing Date, the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature, in each
case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without 

  
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any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of
notice thereof. 
 Further, the Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute
amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Loan Party in any case
shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.01 shall be binding upon
each Lender at the time outstanding, each future Lender and, if signed by a Loan Party, on such Loan Party. 
 SECTION 10.02 Notices and
Other Communications; Facsimile Copies. 
 (a) General. Unless otherwise expressly provided herein, all notices and other
communications provided for hereunder or any other Loan Document shall be in writing (including by facsimile transmission). All such written notices shall be delivered by hand or overnight courier service, mailed by certified or registered mail,
faxed or delivered to the applicable address, facsimile number or (subject to Section 10.02(c)) electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, as follows: 
 (i) if to the Borrower or any other Loan Party, or the Administrative Agent, the
Swingline Lender or any L/C Issuer, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 or to such other address, facsimile number, electronic mail address or telephone
number as shall be designated by such party in a notice to the other parties; and 
 (ii) if to any other Lender, to the
address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire (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) or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice
to the Borrower, the Administrative Agent and the L/C Issuer. 
 All such notices and other communications shall be deemed to be given or made upon the
earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business
Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed (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); and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of Section 10.02(c)), when delivered; provided that notices and
other communications to the Administrative Agent and the L/C Issuer pursuant to Article 2 shall not be effective until actually received by such Person; provided, further, any such notice or other


  
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communication shall at the request of Administrative Agent be provided to any sub-agent appointed pursuant to Section 9.03(c) as designated by Administrative Agent from time to time.
In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder. 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 any
Agent, the Lenders and the L/C Issuers hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites, including the Platform) pursuant to procedures
approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Agent, any Lender or any applicable L/C Issuer pursuant to Article 2 if such Person has notified the Agent that it is incapable of
receiving notices under such Article by electronic communication. The Administrative Agent 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. 

(c) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile or other
electronic transmission (e.g., portable document format (“pdf”)). The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually signed originals and shall be binding on
all Loan Parties, the Agents and the Lenders. The Administrative Agent may also require that any such documents and signatures be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall
not limit the effectiveness of any facsimile document or signature. 
 (d) 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 

  
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THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent, the Collateral Agent or any of their respective Related Parties (collectively, the “Agent
Parties”) have any liability to the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s, any Loan Party’s
or the Administrative Agent’s transmission of Borrower Materials through the Internet except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and
non-appealable judgment to have resulted from the gross negligence, bad faith, material breach or willful misconduct of the Administrative Agent, the Collateral Agent, their controlled Affiliates or any of their respective officers, directors,
employees, agents, controlling persons or members; provided, however, that in no event shall any Person have any liability to any other Person hereunder for indirect, special, incidental, exemplary, consequential or punitive damages
(as opposed to direct or actual damages); provided that nothing in this sentence shall limit any Loan Party’s indemnification obligations set forth herein. 

(e) Change of Address, Etc. The Borrower and the Administrative Agent may change its address, facsimile or telephone number for notices
and other communications hereunder by notice to the other parties hereto. Each other Agent, each L/C Issuer and each Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the
Borrower or the Administrative Agent. 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. 

(f) Reliance by Agents and Lenders. The Agents and the Lenders shall be entitled to rely and act upon any notices (including electronic
Committed Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or
(ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Agent Parties and each Lender from all actual losses, costs, expenses and liabilities resulting from the reliance by
such Person on each notice purportedly given by or on behalf of the Borrower in accordance with Section 10.05. 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. 
 SECTION 10.03 No Waiver; Cumulative Remedies;
Enforcement. No failure by any Agent or any Lender to exercise, and no delay by any such Person in exercising, any right, 

  
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remedy, power or privilege hereunder or under any other Loan Document shall impair such power, right or privilege or operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other
Loan Document, are cumulative and shall be in addition to and independent of any rights, remedies, powers and privileges provided by Law or any of the other Loan Documents. 

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies
hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the
Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the
rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with Section 10.09 (subject to
the terms of Section 2.13), or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and
provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative
Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the
consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. 
 SECTION 10.04
Attorney Costs, Expenses and Taxes. The Borrower agrees upon and following the Closing Date (a) to pay or reimburse the Administrative Agent, the Collateral Agent, the Arrangers, each L/C Issuer and the Swingline Lender and their
respective Affiliates for all reasonable out-of-pocket costs and expenses incurred 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, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the Transactions contemplated hereby or thereby shall be consummated), and the consummation and
administration of the Transactions contemplated hereby and thereby (in the case of legal fees and expenses, limited to reasonable fees, charges and disbursements of one primary counsel for the Administrative Agent, the Collateral Agent, the
Arrangers, each L/C Issuer and the Swingline Lender and their respective Affiliates, and such other local counsel as is reasonably necessary (and other counsel retained with the Borrower’s consent), unless the interests of the Administrative
Agent and the Lenders are in actual or perceived conflict, in which case one (1) additional counsel may be appointed for the affected Persons (taken as a whole)), and (b) to pay or reimburse the Administrative Agent, the Collateral Agent,
the Arrangers, each L/C Issuer, the Swingline Lender and each Lender for all reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan
Documents or in connection with the Loans made (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law or during any workout, restructuring or negotiations in respect of such
Loans) (in the 

  
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case of legal fees and expenses, limited to reasonable fees, charges and disbursements of one primary counsel for the Administrative Agent, the Collateral Agent, the Arrangers, each L/C Issuer,
the Swingline Lender and the Lenders, such other local counsel as is reasonably necessary, and, in the case of an actual or perceived conflict of interest where the Person affected by such conflict notifies the Borrower of the existence of such
conflict, of another firm of counsel for such affected Persons). The foregoing costs and expenses shall include all reasonable search, filing, recording, title insurance and appraisal charges and fees, and other reasonable out-of-pocket expenses
incurred by any Agent but, with respect to clause (a) shall not include the expenses and fees of any other consultants or advisors without the prior consent of the Borrower. All amounts due under this Section 10.04 shall be paid
promptly (but in any event within 30 days) following receipt by the Borrower of a written invoice relating thereto setting forth such expenses in reasonable detail. The agreements in this Section 10.04 shall survive the termination of
the Commitments and repayment of all other Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, upon 5 Business Days’ prior written notice such amount may
be paid on behalf of such Loan Party by the Administrative Agent, the Collateral Agent, any Arranger or any Lender, in its sole discretion. This Section 10.04 shall not apply with respect to Taxes other than any Taxes that represent
losses, claims, damages, etc. arising from any non-Tax claim. 
 SECTION 10.05 Indemnification by the Borrower. 

(a) In addition to the payment of expenses pursuant to Section 10.04, whether or not the Transactions shall be consummated, the
Borrower and its Subsidiaries shall indemnify and hold harmless each Agent-Related Person, each Arranger, each L/C Issuer, the Swingline Lender, each Lender and their respective Affiliates, and the respective directors, officers, employees, counsel,
agents, members, controlling persons, attorneys-in-fact, trustees, advisors and other representative, permitted assign and successor of each of the foregoing (collectively, the “Indemnitees”) from and against any and all
liabilities, any and all losses, damages, and claims and reasonable and documented or invoiced out-of-pocket fees and expenses incurred in connection with investigating or defending any of the foregoing (including Attorney Costs (which shall be
limited to one (1) counsel to the Indemnitees (plus one local counsel to the Indemnitees in each appropriate jurisdiction), and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict notifies
the Borrower of the existence of such conflict, of another firm of counsel for such affected Indemnitees) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating
to or arising out of or in connection with (a) the Transactions, including the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the
Transactions contemplated thereby or the consummation of the Transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by 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), (c) any actual or alleged presence or release of Contaminants on or from
any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries or (d) any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any 

  
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inquiry or investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto
(and regardless of whether such matter is instituted by a third party or by Borrower, Borrower’s equity holders, Affiliates, creditors or any other Loan Party) (all the foregoing, collectively, the “Indemnified Liabilities”);
provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, losses, damages, claims, fees or expenses (v) without limiting the provisions of Section 3.01(f), are incurred
with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities, etc., arising from any non-Tax claim, (w) have been determined in the final, non-appealable judgment of a court of competent jurisdiction to have
resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or its controlled Affiliates, or their respective officers, directors, employees, agents, advisors or controlling persons or members, (x) arise from a
material breach of any Loan Document (as determined by a court of competent jurisdiction in a final non-appealable judgment) by any such Indemnitee or its controlled Affiliates, or their respective officers, directors, employees, agents, advisors or
controlling persons or members, (y) arise from any claim, litigation, investigation or proceeding (including any inquiry or investigation) that does not involve an act or omission by Borrower or any of its Affiliates and that is brought by an
Indemnitee against any other Indemnitee (other than in connection with a Person acting in its capacity as an Arranger, L/C Issuer, Administrative Agent or any other Agent or co-agent (if any) designated by the Arrangers, in each case in their
respective capacities as such, or an Agent solely in connection with its syndication activities as contemplated hereunder) or (z) result from the operations of any real property after any Indemnitee, any Affiliate of such Indemnitee or any
Person acquiring any rights in such real property from such Indemnitee or Affiliate of such Indemnitee is in possession of such real property following the exercise of any of their rights and remedies under this Agreement or any Loan Document,
including Releases of Contaminants that initially occurred after the exercise of such remedies, provided further that this exclusion shall not apply to Releases of Contaminants that occurred prior to the exercise of such remedies and are
migrating. By accepting the benefits of this Section 10.05, each Indemnitee agrees to refund and return any and all amounts paid by the Borrower to such Indemnitee to the extent there is a final judicial or arbitral determination that
such Indemnitee was not entitled to indemnification or contribution rights with respect to such payment pursuant to clauses (v), (w), (x), (y) or (z) of the foregoing sentence. No Indemnitee shall be liable for any damages arising from the
use by others of any information or other materials obtained through telecommunications, electronic or other information transmission systems (including IntraLinks) in connection with this Agreement except to the extent such damages have resulted
from the willful misconduct, bad faith, gross negligence or material breach of such party or any of its affiliates or related parties, as determined in a final, non-appealable judgment of a court of competent jurisdiction. In the case of an
investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its
directors, shareholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the Transactions contemplated hereunder or under any of the other Loan Documents is
consummated. The Borrower shall not be liable for any settlement in connection with any Indemnified Liabilities effected without the Borrower’s written consent (which consent shall not be unreasonably withheld or delayed), but if settled with
the Borrower’s written consent or if there is a final judgment against such Indemnitee, the Borrower agrees to indemnify and hold 

  
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harmless each Indemnitee from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements by reason
of such settlement or judgment in accordance with the other provisions of this Section 10.05. The Borrower shall not, without the prior written consent of any Indemnitee (which consent shall not be unreasonably withheld, delayed or
conditioned), effect any settlement of any pending or threatened proceedings in respect of which indemnity could have been sought hereunder by such Indemnitee unless (a) such settlement includes an unconditional release of such Indemnitee in
form and substance reasonably satisfactory to such Indemnitee from all liability on claims that are the subject matter of such proceedings and (b) does not include any statement as to or any admission of fault, culpability or a failure to act
by or on behalf of such Indemnitee. 
 (b) All amounts due under this Section 10.05 shall be paid within thirty (30) days
after written demand therefor (including documentation reasonably supporting such demand). The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of
the aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. 
 (c) To the fullest extent permitted
by Applicable Law, none of the Borrower, on the one hand, nor the Indemnitees, on the other, shall assert, and each such party hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee or the Borrower 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 the use of the proceeds thereof; provided that such waiver does not otherwise affect the indemnification and reimbursement obligations of the Borrower in
Section 10.04 and this Section 10.05. 
 (d) In case any proceeding is instituted involving any Indemnitee for which
indemnification is to be sought hereunder by such Indemnitee, then such Indemnitee will promptly notify the Borrower of the commencement of any proceeding; provided, however, that the failure to do so will not relieve the Borrower from
any liability that it may have to such Indemnitee hereunder, except to the extent that the Borrower is materially prejudiced by such failure. Notwithstanding the above, following such notification, the Borrower may elect in writing to assume
the defense of such proceeding, and, upon such election, the Borrower will not be liable for any legal costs subsequently incurred by such Indemnitee (other than reasonable costs of investigation and providing evidence) in connection therewith,
unless (i) the Borrower has failed to provide counsel reasonably satisfactory to such Indemnitee in a timely manner, (ii) counsel provided by the Borrower reasonably determines its representation of such Indemnitee would present it with a
conflict of interest or (iii) the Indemnitee reasonably determines that there are actual conflicts of interest between the Borrower and the Indemnitee, including situations in which there may be legal defenses available to the Indemnitee which
are different from or in addition to those available to the Borrower. 
 SECTION 10.06 Marshalling; Payments Set Aside. Neither any
Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Loan Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any


  
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payment by or on behalf of the Borrower is made to any Agent or any Lender, or any Agent or any Lender enforces any security interest or exercises any right of setoff, and such payment or the
proceeds of such enforcement or setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its
discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law, or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be
satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred, and (b) each Lender
severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at
a rate per annum equal to the applicable Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the
termination of this Agreement. 
 SECTION 10.07 Successors and Assigns. (a) The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder (other than as
provided in Section 7.04) 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 Eligible Assignee in
accordance with the provisions of Section 10.07(b), (ii) by way of participation in accordance with the provisions of Section 10.07(d), (iii) by way of pledge or assignment of a security interest subject to the
restrictions of Section 10.07(f) or Section 10.07(h), as the case may be, or (iv) to an SPC in accordance with the provisions of Section 10.07(g) (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 Section 10.07(d) and, to the extent expressly contemplated hereby, the Related Parties of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

(b) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.07(b), participation in L/C Obligations) at the time owing to it) upon the giving of notice to the Borrower and the Administrative
Agent; provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a
Lender or an Approved Fund with respect to a Lender, 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 outstanding principal balance of
the Loan of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent shall not be less than $2,500,000 in the case of any
assignment in respect of the Revolving Facility, or $1,000,000 (or lesser amounts if 

  
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agreed between the Borrower and the Administrative Agent), in the case of any assignment in respect of any Term Loans, provided, that contemporaneous assignments by or to two or more Approved
Funds related to the same Lender (or Affiliates thereof) shall be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) except in the case of assignments (w) of Term Loans to a Lender, an
Affiliate of a Lender or an Approved Fund, (x) in respect of the Revolving Facility to a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund, (y) made to Citibank, N.A. or (z) made by Citibank to the extent that
such assignments are made in the primary syndication to Eligible Assignees to whom the Borrower has consented prior to the Closing Date, each of the Administrative Agent (such consent not to be unreasonably withheld or delayed) and, so long as no
Event of Default in respect of Section 8.01(a), (e) or (f) has occurred and is continuing, the Borrower consents to such assignment (which consent shall not be unreasonably withheld or delayed, and provided
that the Borrower shall be deemed to have consented to any such assignment unless the Borrower shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after a Responsible Officer having received notice
thereof); (iii) unless otherwise consented to by the Borrower, so long as the list thereof is available to all Lenders, no such assignment shall be to a Disqualified Institution (provided that upon request of any Lender therefor, the
Administrative Agent shall make available to such Lender the list of Disqualified Institutions), (iv) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under
this Agreement with respect to the Loans or the Commitment assigned, except that this clause (iv) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata
basis; (v) any assignment of a Revolving Commitment must be approved by the Administrative Agent, the Swingline Lender and the L/C Issuer (each such consent not to be unreasonably withheld or delayed); (vi) the parties (other than the
Borrower unless its consent to such assignment is required hereunder) to each assignment shall (A) execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative
Agent or (B) manually execute and deliver to the Administrative Agent an Assignment and Assumption; (vii) the parties to each assignment shall deliver to the Administrative Agent such forms, certificates or other evidence, if any, with
respect to United States federal income tax withholding matters as the assignee under such Assignment and Assumption may be required to deliver pursuant to Section 3.01(d), together with a payment to the Administrative Agent of a
processing and recordation fee in the amount of $3,500; provided, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment, and such processing and recordation
fee shall not apply to any assignments by any Arranger or any of its Affiliates; provided further, that only a single fee shall apply to contemporaneous assignments by or to two or more Approved Funds related to the same Lender (or Affiliates
thereof); and (viii) the assigning Lender shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent. Subject to acceptance and recording thereof by the Administrative Agent pursuant to
Section 10.07(c), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement 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 

  
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Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto on the effective date specified in the Assignment and Assumption but shall continue to be
entitled to the benefits of Section 3.01, Section 3.04, Section 3.05, Section 10.04 and Section 10.05 with respect to facts and circumstances occurring prior to the effective date of such
assignment). Upon request, and the surrender by the assigning Lender of its Note, the Borrower (at its expense) shall promptly execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this clause (b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.07(d). 

(c) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Administrative
Agent’s Office in the United States a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest
amounts) of the Loans, L/C Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and amounts due under Section 2.03, owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The
entries in the Register shall be conclusive, absent manifest error and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of
this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Agent and any Lender (with respect to (i) any entry relating to such Lender’s Loans, and (ii) the identity of
the other Lenders (but not any information with respect to such other Lenders’ Loans)) at any reasonable time and from time to time upon reasonable prior notice. The Borrower hereby agrees that, to the extent the Administrative Agent acts in
its capacity as non-fiduciary agent of the Borrower for purposes of maintaining the Register as set forth in this Section 10.07(c), Administrative Agent and its officers, directors, employees, agents, sub-agents and affiliates shall
constitute “Indemnitees.” Notwithstanding anything to the contrary contained in this Agreement, the Loans (including any Notes evidencing such Loans) are registered obligations, and the right, title and interest of the Lenders and their
assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register and no assignment thereof such be effective until recorded therein. This Section 10.07(c) shall be construed so that the Loans, L/C
Obligations and L/C Borrowings are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. 

(d) Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any
Eligible Assignee, excluding, to the extent the list thereof has been made available to all Lenders, Disqualified Institutions (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this
Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this
Agreement and the other Loan Documents 

  
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and to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided that such agreement or instrument shall provide that the
voting rights of such Participant are limited to matters which, under Section 10.01, require a unanimous vote of all Lenders or the vote of all directly and adversely affected Lenders (to the extent the Participant is directly and
adversely affected). Subject to Section 10.07(e), the Borrower agrees that each Participant shall be entitled to the benefits of Section 3.01, Section 3.04 and Section 3.05 (subject to the requirements
and limitations therein, including the requirements under Section 3.01(d) (it being understood that the documentation required under Section 3.01(d) shall be delivered to the participating Lender) to the same extent as if it
were a Lender and had acquired its interest by assignment pursuant to Section 10.07(b) and such Participant agrees to be bound by such Sections and Section 3.06. To the extent permitted by Law, each Participant also shall be
entitled to the benefits of Section 10.09 as though it were a Lender. Each Lender that sells a participation shall, acting solely for U.S. federal income tax purposes 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 rights or obligations under the Loan Documents (each such register, a “Participant
Register”); provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (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 the relevant parties, acting reasonably and in good faith, determine that such disclosure is necessary to
establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. 

(e) A Participant shall not be entitled to receive any greater payment under Section 3.01, Section 3.04 or
Section 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior
written consent and such Participant complies with Section 3.01 and Section 3.06 as if such Participant were a Lender. A Participant shall not be entitled to the benefits of Section 3.01 unless the Borrower is
notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01 and Section 3.06 as though it were a Lender. 

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

(g) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special
purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would
otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make
all or any part of such Loan, the Granting Lender shall be 

  
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obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the
costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.01, Section 3.04 or Section 3.05), (ii) no SPC shall be liable
for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any
provision of any Loan Document, remain the Lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender.
Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent, assign all or any portion of its right to receive payment with respect to any
Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity
enhancement to such SPC. 
 (h) Notwithstanding anything to the contrary contained herein, any Lender that is a Fund may, without the
consent of or notice to the Administrative Agent or the Borrower, create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by
such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release
the pledging Lender from any of its obligations under the Loan Documents and, (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights
with respect to the pledged interest through foreclosure or otherwise (unless such trustee is an Eligible Assignee which has complied with the requirements of Section 10.07(b)). 

(i) Notwithstanding anything herein to the contrary, if at any time any Revolving Lender that is also acting as an L/C Issuer assigns all of
its Revolving Commitment and Revolving Loans pursuant to clause (b) of this Section, such Revolving Lender may upon 30 days’ written notice to the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such
resignation as an L/C Issuer, the Borrower shall be entitled to appoint from among the Revolving Lenders a successor L/C Issuer hereunder; provided that no failure by the Borrower to appoint any such successor shall affect the resignation of
such Revolving Lender as an L/C Issuer. If any such Revolving Lender resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as
of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund participations in unreimbursed L/C Borrowings pursuant to
Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (B) the successor L/C
Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to such Revolving Lender to effectively assume the obligations of such
Revolving Lender with respect to such Letters of Credit. 

  
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 (j) Notwithstanding the foregoing or anything to the contrary set forth herein, any Lender may,
at any time, without any consent, assign all or a portion of its Term Loans to the Borrower (x) in accordance with Section 2.05(a)(iv) or (y) through open market purchases, in each case, on a non-pro rata basis, provided
that: 
 (i) no Event of Default has occurred or is continuing or would result therefrom; 

(ii) for the avoidance of doubt, Lenders shall not be permitted to assign Revolving Commitments or Revolving Loans to the
Borrower; 
 (iii) no assignment of Term Loan to the Borrower may be purchased with proceeds of any Revolving Loan; 

(iv) each Lender participating in any assignment to the Borrower shall acknowledge and agree that in connection with such
assignment, (1) the assignee then may have, and later may come into possession of, Excluded Information; (2) such Lender has independently, without reliance on the Borrower or any other Loan Party, the Agents or any other Agent-Related
Persons, made its own analysis and determination to participate in such assignment notwithstanding such Lender’s lack of knowledge of the Excluded Information; (3) none of the Borrower or any other Loan Party, the Agents or any other
Agent-Related Persons shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against the Borrower and any other Loan Party, the Agents and any other
Agent-Related Persons, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information; and (4) that the Excluded Information may not be available to the Agents or the other Lenders; 

(v) immediately upon purchase by the Borrower pursuant to this Section 10.07(j), the Term Loans so purchased shall,
without further action by any Person, be deemed cancelled for all purposes and no longer outstanding (and may not be resold), for all purposes of this Agreement and all other Loan Documents, including, but not limited to (1) the making of, or
the application of, any payments to the Lenders under this Agreement or any other Loan Document, (2) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Loan Document or
(3) the determination of Required Lenders, or for any similar or related purpose, under this Agreement or any other Loan Document and, in connection with any Term Loans purchased and cancelled pursuant to this Section 10.07(j), the
Administrative Agent is authorized to make appropriate entries in the Register to reflect any such cancellation. 
 SECTION 10.08
Confidentiality. Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and their respective 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 agree to keep such Information confidential) on a “need to know” basis; (b) to the
extent required or requested by any regulatory authority 

  
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(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; (provided that the Agent or Lender that discloses any Information pursuant to this clause (c) shall notify the Borrower as soon as practicable of such requested disclosure to the extent permitted by
Applicable Law); (d) to any other party to this Agreement; (e) subject to an agreement containing provisions substantially the same as those of this Section 10.08 or other confidentiality obligations owed to the Borrower or any
of its Affiliates (or as may otherwise be reasonably acceptable to the Borrower for the benefit of the Borrower), (i) to any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or
obligations under this Agreement other than a Disqualified Institution; (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; (f) with the prior written consent of the Borrower; (g) to the extent such Information becomes generally available to the public other than as a result of a breach of this
Section 10.08 or becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or otherwise not in violation of any confidentiality
obligation owed to the Borrower or any of its Affiliates; (h) to any state, federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender
(provided that the Agent or Lender that discloses any Information pursuant to this clause (h) shall notify the Borrower as soon as practicable following such requested disclosure to the extent permitted by Applicable Law); (i) on a
confidential basis (x) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received
by it from such Agent or Lender) in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (y) 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; or (j) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this
Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder. In addition, the Agents and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar
service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For the
purposes of this Section 10.08, “Information” means all information received from any Loan Party relating to any Loan Party or its business, other than any such information that is available to any Agent or any Lender on
a nonconfidential basis prior to disclosure by such Loan Party and not in violation of any confidentiality obligation known by such Agent or Lender to be owed to the Borrower or any of its Affiliates. 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 but in any event a reasonable degree of care. 
 Each of the Agents and the Lenders
acknowledge that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, 

  
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(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. 
 SECTION 10.09 Setoff. In addition to any rights and remedies of
the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), each Lender and
their Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party), and without notice to
any other Person (other than Administrative Agent), 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 by
(other than payroll, trust, petty cash, employee benefit or tax accounts), and other Indebtedness (in whatever currency) at any time owing by, such Lender or any such Affiliate to or for the credit or the account of the respective Loan Parties
against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made any demand under this Agreement or any other Loan
Document, and although such obligations may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness;
provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent and, pending such payment, shall be segregated by such
Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable
detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender;
provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and their respective Affiliates under this Section 10.09 are in
addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall
the assets of any Foreign Subsidiary constitute security, or shall the proceeds of such assets be available for, payment of the Obligations of the Borrower or any Subsidiary, it being understood that (a) the Capital Stock of any Foreign
Subsidiary does not constitute such an asset and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower’s obligations to make any mandatory prepayment pursuant to Section 2.05(b).

 SECTION 10.10 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid
or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds
the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by an Agent or a Lender
exceeds the Maximum Rate, such Person may, to the extent permitted by Applicable Law, (a) characterize any payment 

  
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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. 
 SECTION 10.11
Counterparts. This Agreement and each other Loan Document may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall be deemed an original, but all of which together shall
constitute a single contract. Delivery by facsimile or other electronic imaging means (e.g. “pdf” or “tif”) of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as
delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier be confirmed by a manually signed original thereof;
provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier. 

SECTION 10.12 Integration. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of
the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document (other than
any intercreditor agreement), the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with
this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof. 

SECTION 10.13 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan
Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent
and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall
continue in full force and effect as long as any Loan or any other Obligation (other than contingent indemnification obligations to the extent not then due and payable, Letters of Credit that have been Cash Collateralized in a manner satisfactory to
the applicable L/C Issuer or Secured Bank Product Obligations and Designated Credit Lines) hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding except as set forth in Section 2.03(j). 

SECTION 10.14 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 

  
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invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.14, 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, then such provisions shall be deemed to be in effect only to the
extent not so limited. 
 SECTION 10.15 Service of Process. Each party to this Agreement irrevocably consents to service of process
in the manner provided for notices in Section 10.02. Such service may be made by mailing or delivering a copy of such process to such Loan Party at the address set forth in Section 10.02. Nothing in this
Section 10.15 shall affect the right of any Lender or the Administrative Agent to serve legal process in any other manner permitted by Applicable Law or affect the right of any Lender or the Administrative Agent to bring any suit, action
or proceeding against each Loan Party or its property in the courts of other jurisdictions. 
 SECTION 10.16 GOVERNING LAW.
(a) THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT 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 WITHOUT REGARD TO THE CONFLICT OF LAWS
PRINCIPLES OF THE STATE OF NEW YORK THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK. 
 (b) EACH
OF THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE,
AGAINST ANY AGENT, ANY LENDER OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING
IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR 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 EXCLUSIVE 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 ANY AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR THEIR RESPECTIVE PROPERTIES
IN THE COURTS OF ANY JURISDICTION. 

  
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 (c) EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS
SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. 

SECTION 10.17 WAIVER OF RIGHT TO TRIAL BY JURY. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL
OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING
ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN
ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS
SECTION 10.17 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO
THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. 
 SECTION
10.18 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the
Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers
and the Lenders are arm’s-length commercial transactions between the 

  
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Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the
other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms,
risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and each Lender is and has been acting solely as a principal and, except as expressly agreed in
writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative
Agent, any Arrangers nor any Lender has any obligation to the Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the
other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other
Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the
fullest extent permitted by law, each of the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers 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. 
 SECTION 10.19 Electronic Execution of
Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof
(including 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 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. 

SECTION 10.20 Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower, the Lenders and
the Administrative Agent, and the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and when the conditions set forth in Section 4.01 shall
have been satisfied or waived, and thereafter shall be binding upon and inure to the benefit of the Borrower, each Agent and each Lender and their respective permitted successors and assigns, except that the Borrower shall not have the right to
assign its rights hereunder or any interest herein without the prior written consent of the Lenders except as permitted by Section 7.04. 

SECTION 10.21 PATRIOT Act Notice. Each Lender and L/C Issuer that is subject to the PATRIOT Act and the Administrative Agent (for
itself and not on behalf of any Lender) 

  
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hereby notifies each Loan Party that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies each Loan Party, which information
includes the name and address of each Loan Party and other information that will allow such Lender, L/C Issuer or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the PATRIOT Act. The Borrower shall, promptly
following a request by the Administrative Agent, any Lender or any L/C Issuer, provide all documentation and other information that the Administrative Agent, such Lender or such L/C Issuer requests in order to comply with its ongoing obligations
under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. 
 SECTION 10.22
Affiliate Activities. The Borrower and its Subsidiaries each acknowledge that each Agent and each Arranger (and their respective Affiliates) is a full service securities firm engaged, either directly or through Affiliates, in various
activities, including securities trading, investment banking and financial advisory, investment management, principal investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and
individuals. In the ordinary course of these activities, it may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and/or financial instruments (including bank loans) for its
own account and for the accounts of its customers and may at any time hold long and short positions in such securities and/or instruments, in each case in accordance with Applicable Law. Such investment and other activities may involve securities
and instruments of the Borrower and its Affiliates, as well as of other entities and Persons and their Affiliates which may (i) be involved in transactions arising from or relating to the engagement contemplated hereby and by the other Loan
Documents, (ii) be customers or competitors of the Borrower and its Affiliates, or (iii) have other relationships with the Borrower and its Affiliates. In addition, such Agents and Arrangers and their respective Affiliates may provide
investment banking, underwriting and financial advisory services to such other entities and Persons. Such Agents and Arrangers and their respective Affiliates may also co-invest with, make direct investments in, and invest or co-invest client monies
in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of the Borrower and its Affiliates or such other entities. The transactions contemplated
by this Agreement and by the other Loan Documents may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph. 

SECTION 10.23 Obligations Several; Independent Nature of Lenders’ Rights. The obligations of Lenders hereunder are several
and no Lender shall be responsible for the obligations or Commitment of any other Lender hereunder. Nothing contained herein or in any other Loan Document, and no action taken by Lenders pursuant hereto or thereto, shall be deemed to constitute
Lenders as a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt, and each Lender shall be entitled to protect and enforce its
rights arising out hereof and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose. 

SECTION 10.24 Headings. Section headings herein are included herein for convenience of reference only and shall not
constitute a part hereof for any other purpose or be given any substantive effect. 

  
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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. 
  

			
	VERSUM MATERIALS, INC.,
	as the Borrower
		
	By:	 	 /s/ George G. Bitto

	Name:	 	George G. Bitto
	Title:	 	Senior Vice President and Chief Financial Officer









			
	CITIBANK, N.A.,
	as the Administrative Agent, a Lender, the Swingline Lender and an L/C Issuer
		
	By:	 	 /s/ Kirkwood Roland

	Name:	 	Kirkwood Roland
	Title:	 	Managing Director and Vice President









			
	DEUTSCHE BANK AG NEW YORK BRANCH,
	as a Lender and an L/C Issuer
		
	By:	 	 /s/ Jackson Merchant

	Name:	 	Jackson Merchant
	Title:	 	Managing Director
		
	By:	 	 /s/ Patrick Gallagher

	Name:	 	Patrick Gallagher
	Title:	 	Director









			
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as a Lender
		
	By:	 	 /s/ Ashley Walsh

	Name:	 	Ashley Walsh
	Title:	 	Director









			
	BANK OF AMERICA, N.A.,
	as a Lender
		
	By:	 	 /s/ Chris Dibiase

	Name:	 	Chris Dibiase
	Title:	 	Director









			
	MIZUHO BANK, LTD.,
	as a Lender
		
	By:	 	 /s/ James R. Fayen

	Name:	 	James R. Fayen
	Title:	 	Managing Director









			
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
	as a Lender
		
	By:	 	 /s/ Mustafa Khan

	Name:	 	Mustafa Khan
	Title:	 	Director









			
	HSBC BANK USA, NATIONAL ASSOCIATION,
	as a Lender
		
	By:	 	 /s/ Michael Bieber

	Name:	 	Michael Bieber
	Title:	 	Managing Director