Credit Agreement



 Exhibit 10.1 
  
  
  
  
 Published CUSIP Number: ____________

 CREDIT AGREEMENT 
 Dated as of
November 13, 2008 
 among 
 ASHLAND INC., 
 as the Borrower, 
 BANK OF AMERICA, N.A., 
 as Administrative Agent, 
 THE BANK OF NOVA SCOTIA, 
 as Syndication Agent, 
 and 
 The Other Lenders Party Hereto

 BANC OF AMERICA SECURITIES LLC and 
 THE BANK OF NOVA SCOTIA, 
 as Joint Lead Arrangers and Joint Book Managers 
 and 
 SUNTRUST BANK and 
 CITIBANK, N.A., 
 as Co-Documentation Agents 
  
  
  







 TABLE OF CONTENTS 
  

					
	 Section
	  	 	  	Page
	Article I	  	
	DEFINITIONS AND ACCOUNTING TERMS
			
	1.01	  	Defined Terms	  	1
	1.02	  	Other Interpretive Provisions	  	38
	1.03	  	Accounting Terms	  	38
	1.04	  	Rounding	  	39
	1.05	  	Times of Day	  	39
	1.06	  	Letter of Credit Amounts	  	39
	1.07	  	Currency Equivalents Generally	  	39
	
	Article II
	THE COMMITMENTS AND CREDIT EXTENSIONS
			
	2.01	  	The Loans	  	40
	2.02	  	Borrowings, Conversions and Continuations of Loans	  	41
	2.03	  	Letters of Credit	  	43
	2.04	  	[Reserved]	  	52
	2.05	  	Prepayments	  	52
	2.06	  	Termination or Reduction of Commitments	  	56
	2.07	  	Repayment of Loans	  	57
	2.08	  	Interest	  	59
	2.09	  	Fees	  	60
	2.10	  	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	  	60
	2.11	  	Evidence of Debt	  	61
	2.12	  	Payments Generally; Administrative Agent’s Clawback	  	61
	2.13	  	Sharing of Payments by Lenders	  	63
	
	Article III
	TAXES, YIELD PROTECTION AND ILLEGALITY
			
	3.01	  	Taxes	  	64
	3.02	  	Illegality	  	68
	3.03	  	Inability to Determine Rates	  	69
	3.04	  	Increased Costs; Reserves on Eurodollar Rate Loans	  	69
	3.05	  	Compensation for Losses	  	71
	3.06	  	Mitigation Obligations; Replacement of Lenders	  	71
	3.07	  	Survival	  	72
		
	Article IV	  	
	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	  	
			
	4.01	  	Conditions of Initial Credit Extension	  	72

  

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	4.02        	  	Conditions to All Credit Extensions	  	78
	
	Article V
	REPRESENTATIONS AND WARRANTIES
			
	5.01	  	Existence, Qualification and Power	  	79
	5.02	  	Authorization; No Contravention	  	80
	5.03	  	Governmental Authorization; Other Consents	  	80
	5.04	  	Binding Effect	  	80
	5.05	  	Financial Statements; No Material Adverse Effect	  	81
	5.06	  	Litigation	  	82
	5.07	  	No Default	  	82
	5.08	  	Ownership of Property; Liens; Investments	  	82
	5.09	  	Environmental Matters	  	83
	5.10	  	Insurance	  	84
	5.11	  	Taxes	  	84
	5.12	  	ERISA Compliance	  	85
	5.13	  	Subsidiaries; Equity Interests; Loan Parties	  	86
	5.14	  	Margin Regulations; Investment Company Act	  	86
	5.15	  	Disclosure	  	86
	5.16	  	Compliance with Laws	  	87
	5.17	  	Intellectual Property; Licenses, Etc.	  	87
	5.18	  	Solvency	  	87
	5.19	  	Casualty, Etc.	  	87
	5.20	  	Labor Matters	  	87
	5.21	  	Collateral Documents	  	88
	5.22	  	Reportable Transactions	  	89
	
	Article VI
	AFFIRMATIVE COVENANTS
			
	6.01	  	Financial Statements	  	89
	6.02	  	Certificates; Other Information	  	90
	6.03	  	Notices	  	93
	6.04	  	Payment of Obligations	  	94
	6.05	  	Preservation of Existence, Etc.	  	94
	6.06	  	Maintenance of Properties	  	94
	6.07	  	Maintenance of Insurance	  	95
	6.08	  	Compliance with Laws	  	96
	6.09	  	Books and Records	  	96
	6.10	  	Inspection Rights	  	96
	6.11	  	Use of Proceeds	  	96
	6.12	  	Covenant to Guarantee Obligations and Give Security	  	96
	6.13	  	Compliance with Environmental Laws	  	98
	6.14	  	Preparation of Environmental Reports	  	98
	6.15	  	Further Assurances	  	99

  

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	6.16        	  	Compliance with Terms of Leaseholds	  	100
	6.17	  	Interest Rate Hedging	  	100
	6.18	  	Lien Searches	  	100
	6.19	  	Material Contracts	  	101
	6.20	  	Designation as Senior Debt	  	101
	6.21	  	Post-Closing Collateral Matters	  	101
		
	Article VII	  	
	NEGATIVE COVENANTS	  	
			
	7.01	  	Liens	  	101
	7.02	  	Indebtedness	  	103
	7.03	  	Investments	  	106
	7.04	  	Fundamental Changes	  	108
	7.05	  	Dispositions	  	109
	7.06	  	Restricted Payments	  	110
	7.07	  	Change in Nature of Business	  	111
	7.08	  	Transactions with Affiliates	  	111
	7.09	  	Burdensome Agreements	  	111
	7.10	  	Use of Proceeds	  	112
	7.11	  	Financial Covenants	  	112
	7.12	  	Capital Expenditures	  	113
	7.13	  	Amendments of Organization Documents	  	113
	7.14	  	Accounting Changes	  	113
	7.15	  	Prepayments, Etc. of Indebtedness	  	113
	7.16	  	Amendment, Etc. of Related Documents and Indebtedness	  	114
	7.17	  	Foreign Holdcos	  	114
	
	Article VIII
	EVENTS OF DEFAULT AND REMEDIES
			
	8.01	  	Events of Default	  	114
	8.02	  	Remedies upon Event of Default	  	117
	8.03	  	Application of Funds	  	118
	
	Article IX
	ADMINISTRATIVE AGENT
			
	9.01	  	Appointment and Authority	  	119
	9.02	  	Rights as a Lender	  	120
	9.03	  	Exculpatory Provisions	  	120
	9.04	  	Reliance by Administrative Agent	  	121
	9.05	  	Delegation of Duties	  	121
	9.06	  	Resignation of Administrative Agent	  	121
	9.07	  	Non-Reliance on Administrative Agent and Other Lenders	  	122
	9.08	  	No Other Duties, Etc.	  	122
	9.09	  	Administrative Agent May File Proofs of Claim	  	123

  

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	9.10        	  	Collateral and Guaranty Matters	  	123
	9.11	  	Secured Cash Management Agreements and Secured Hedge Agreements	  	124
	
	Article X
	MISCELLANEOUS
			
	10.01	  	Amendments, Etc.	  	125
	10.02	  	Notices; Effectiveness; Electronic Communications	  	127
	10.03	  	No Waiver; Cumulative Remedies; Enforcement	  	129
	10.04	  	Expenses; Indemnity; Damage Waiver	  	130
	10.05	  	Payments Set Aside	  	131
	10.06	  	Successors and Assigns	  	132
	10.07	  	Treatment of Certain Information; Confidentiality	  	136
	10.08	  	Right of Setoff	  	137
	10.09	  	Interest Rate Limitation	  	137
	10.10	  	Counterparts; Integration; Effectiveness	  	137
	10.11	  	Survival of Representations and Warranties	  	138
	10.12	  	Severability	  	138
	10.13	  	Replacement of Lenders	  	138
	10.14	  	Governing Law; Jurisdiction; Etc.	  	139
	10.15	  	WAIVER OF JURY TRIAL	  	140
	10.16	  	No Advisory or Fiduciary Responsibility	  	140
	10.17	  	Electronic Execution of Assignments and Certain Other Documents	  	140
	10.18	  	USA PATRIOT Act	  	141
		
	SIGNATURES	  	

  

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 SCHEDULES 
  

			
	 2.01
	  	Commitments and Applicable Percentages
	 2.03(a)
	  	Existing Letters of Credit
	 4.01(a)(iii)(B)
	  	Pledge Agreements
	 4.01(a)(iii)(E)
	  	Leased Property
	 4.01(a)(ix)
	  	Local Counsel
	 5.05
	  	Supplement to Interim Financial Statements
	 5.06
	  	Litigation
	 5.08(b)
	  	Existing Liens
	 5.08(e)
	  	Existing Investments
	 5.09
	  	Environmental Matters
	 5.11
	  	Tax Sharing Agreements
	 5.20
	  	Labor Matters
	 6.11
	  	Refinancing Indebtedness
	 6.21
	  	Post-Closing Collateral Matters
	 7.02
	  	Existing Indebtedness
	 7.09
	  	Burdensome Agreements
	 10.02
	  	Administrative Agent’s Office, Account, Certain Addresses for Notices

 EXHIBITS 
 Form
of 
  

			
	 A
	  	Committed Loan Notice
	 B-1
	  	Term Note
	 B-2
	  	Revolving Credit Note
	 C
	  	Compliance Certificate
	 D-1
	  	Assignment and Assumption
	 D-2
	  	Administrative Questionnaire
	 E
	  	Guaranty
	 F
	  	Security Agreement
	 G
	  	Mortgage
	 H-1
	  	Perfection Certificate
	 H-2
	  	Perfection Certificate Supplement
	 I-1
	  	Opinion Matters – Counsel to Loan Parties
	 I-2
	  	Opinion Matters – In-house Counsel
	 I-3
	  	Opinion Matters - Local Counsel to Loan Parties
	 J
	  	Receivables Intercreditor Agreement
	 K
	  	Notes/Bridge Rollover Loans and Exchange Notes Intercreditor Agreement
	 L
	  	Landlord Access Agreement
	 M
	  	Intercompany Note Subordination Agreement
	 N
	  	Report of Letter of Credit Information

  

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 CREDIT AGREEMENT 
 This CREDIT AGREEMENT (“Agreement”) is entered into as of November 13, 2008, among ASHLAND INC., a Kentucky corporation (the “Borrower”), each lender from time to time a party
hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent and THE BANK OF NOVA SCOTIA, as Syndication Agent. 
 PRELIMINARY STATEMENTS: 
 Pursuant to
the Agreement and Plan of Merger dated July 10, 2008 (including all schedules and exhibits thereto, the “Merger Agreement”) among the Borrower, Ashland Sub One Inc., a Delaware corporation and wholly-owned Subsidiary of the
Borrower (the “Merger Sub”), and Hercules Incorporated, a Delaware corporation (the “Acquired Business”), Merger Sub will merge with and into the Acquired Business (the “Merger”), with the Acquired
Business surviving such merger as a wholly-owned Subsidiary of the Borrower. 
 The Borrower has requested that (a) immediately upon the
consummation of the Merger, the Term Lenders lend to the Borrower up to $1,250,000,000 to pay to the holders of the Acquired Business Stock (as hereinafter defined) the cash consideration for their shares in the Merger, to pay transaction fees and
expenses, to consummate the Refinancing, to provide ongoing working capital and for other general corporate purposes of the Borrower and its Subsidiaries and (b) from time to time, the Revolving Credit Lenders make revolving credit loans to the
Borrower and the L/C Issuers issue letters of credit for the account of the Borrower and its Subsidiaries. 
 In furtherance of the
foregoing, the Borrower has requested that the Lenders provide a term A loan facility, a term B loan facility and a revolving credit facility, and the Lenders have indicated their willingness to lend and the L/C Issuers have indicated its
willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein. 
 In consideration of the
mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: 
 ARTICLE I 
 DEFINITIONS AND ACCOUNTING TERMS 
 1.01
Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: 
 “Acquired
Business” has the meaning specified in the Preliminary Statements. 
 “Acquired Business Stock” means the common
stock, no par value, of the Acquired Business. 
 “Administrative Agent” means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any successor administrative agent. 







 “Administrative Agent’s Office” means the Administrative Agent’s address and,
as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders. 
 “Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit D-2 or any other form
approved by the Administrative Agent. 
 “Affiliate” means, with respect to any Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 
 “Aggregate Commitments” means the Commitments of all the Lenders. 
 “Agreement” means this Credit
Agreement. 
 “Applicable Fee Rate” means, in respect of the Revolving Credit Facility, (a) from the Funding Date to
the date on which the Administrative Agent receives a Compliance Certificate pursuant to Section 6.02(b) for the fiscal quarter ending June 30, 2009, 1.00% per annum and (b) thereafter, the applicable percentage per annum
set forth in the far right column of the grid in the definition of Applicable Rate determined by reference to the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to
Section 6.02(b). 
 Any increase or decrease in the Applicable Fee Rate resulting from a change in the Consolidated Leverage
Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate is not
delivered within three Business Days after the date when due in accordance with such Section, then Pricing Level 3 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered
and shall remain in effect until the date on which such Compliance Certificate is delivered. 
 Notwithstanding anything to the contrary
contained in this definition, the determination of the Applicable Fee Rate for any period shall be subject to the provisions of Section 2.10(b). 
 “Applicable Percentage” means (a) in respect of the Term A Facility, with respect to any Term A Lender at any time, the percentage (carried out to the ninth decimal place) of the
Term A Facility represented by (i) on or prior to the Funding Date, such Term A Lender’s Term A Commitment at such time and (ii) thereafter, the principal amount of such Term A Lender’s Term A Loans at
such time, (b) in respect of the Term B Facility, with respect to any Term B Lender at any time, the percentage (carried out to the ninth decimal place) of the Term B Facility represented by (i) on or prior to the Funding
Date, such Term B Lender’s Term B Commitment at such time and (ii) thereafter, the principal amount of such Term B Lender’s Term B Loans at such time and (c) in respect of the Revolving Credit Facility, with
respect to any Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Credit Facility represented by such Revolving Credit Lender’s Revolving Credit Commitment at such time. If the
commitment of each Revolving Credit Lender to make Revolving Credit Loans and the obligation of the L/C Issuers to make L/C Credit Extensions have been 

  

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terminated pursuant to Section 8.02, or if the Revolving Credit Commitments have expired, then the Applicable Percentage of each Revolving Credit
Lender in respect of the Revolving Credit Facility shall be determined based on the Applicable Percentage of such Revolving Credit Lender in respect of the Revolving Credit Facility most recently in effect, giving effect to any subsequent
assignments. The initial Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto,
as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. 
 “Applicable Rate”
means (a) in respect of the Term A Facility, the Revolving Credit Facility and Letter of Credit Fees, (i) from the Funding Date to the date on which the Administrative Agent receives a Compliance Certificate pursuant to
Section 6.02(b) for the fiscal quarter ending June 30, 2009, 2.50% per annum for Base Rate Loans and 3.50% per annum for Eurodollar Rate Loans and Letter of Credit Fees and (ii) thereafter, the applicable percentage
per annum set forth below determined by reference to the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b): 
  

												
	 Pricing
Level
	  	 Consolidated Leverage Ratio
	  	Eurodollar Rate
Loans/Letter of
Credit Fees	 	 	Base Rate
Loans	 	 	Applicable
Fee Rate	 
	1	  	<1.75:1.00	  	2.75	%	 	1.75	%	 	0.80	%
	2	  	31.75:1.00 but < 2.25:1.00	  	3.00	%	 	2.00	%	 	0.90	%
	3	  	32.25:1.00 but < 2.75:1.00	  	3.25	%	 	2.25	%	 	1.00	%
	4	  	32.75:1.00 but < 3.50:1.00	  	3.50	%	 	2.50	%	 	1.00	%
	5	  	33.50:1.00	  	3.75	%	 	2.75	%	 	1.00	%

 and (b) in respect of the Term B Facility, 3.00% per annum for Base Rate Loans and 4.00% per
annum for Eurodollar Rate Loans. 
 In the event that at or prior to 120 days after the Funding Date the Applicable Rate for the Term B
Facility is increased to a level more than 50 basis points greater than the Applicable Rate for the Term A Facility and Revolving Credit Facility, then the Applicable Rate for the Term A Facility and Revolving Credit Facility shall be increased to
the extent necessary such that the Applicable Rate for the Term B Facility is equal to the Applicable Rate for the Term A Facility and Revolving Loans plus 50 basis points (with corresponding changes at each level of the pricing grid set forth
above). 
 Any increase or decrease in the Applicable Rate in respect of the Term A Facility and Revolving Credit Facility resulting from a
change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a
Compliance Certificate is not delivered within three Business Days after the date when due in accordance with such Section, then Pricing Level 5 shall apply in respect of the Term A Facility and the Revolving Credit Facility, in each case as of
the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the date on which such Compliance Certificate is delivered. 
  

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 Notwithstanding anything to the contrary contained in this definition, the determination of the
Applicable Rate for any period shall be subject to the provisions of Section 2.10(b). 
 “Applicable Revolving Credit
Percentage” means with respect to any Revolving Credit Lender at any time, such Revolving Credit Lender’s Applicable Percentage in respect of the Revolving Credit Facility at such time. 
 “Appropriate Lender” means, at any time, (a) with respect to any of the Term A Facility, the Term B Facility or the
Revolving Credit Facility, a Lender that has a Commitment with respect to such Facility or holds a Term A Loan, a Term B Loan or a Revolving Credit Loan, respectively, at such time and (b) with respect to the Letter of Credit Sublimit,
(i) the L/C Issuers and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a), the Revolving Credit Lenders. 
 “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a
Lender. 
 “Arrangers” means Banc of America Securities LLC and The Bank of Nova Scotia, each in their respective capacities
as joint lead arranger and joint book manager. 
 “Assignee Group” means two or more Eligible Assignees that are Affiliates
of one another or two or more Approved Funds managed by the same investment advisor. 
 “Assignment and Assumption” means an
assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit
D-1 or any other form approved by the Administrative Agent. 
 “Attributable Indebtedness” means, on any date, but
without duplication, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any
Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in
accordance with GAAP if such lease or other agreement or instrument were accounted for as a Capitalized Lease and (c) all Synthetic Debt of such Person. 
 “Audited Financial Statements” means (a) the Borrower’s audited consolidated balance sheet and the related consolidated statements of income or operations, shareholders’ equity and cash
flows, including the notes thereto, each for the three fiscal years ended September 30, 2005, September 30, 2006 and September 30, 2007 and (b) the Acquired Business’s audited consolidated balance sheet and the related
consolidated statements of income or operations, shareholders’ equity and cash flows, including the notes thereto, each for the three fiscal years ended December 31, 2005, December 31, 2006 and December 31, 2007. 

 

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 “Availability Period” means in respect of the Revolving Credit Facility, the period from
and including the Funding Date to the earliest of (i) the Business Day prior to the Maturity Date for the Revolving Credit Facility, (ii) the date of termination of the Revolving Credit Commitments pursuant to Section 2.06, and
(iii) the date of termination of the commitment of each Revolving Credit Lender to make Revolving Credit Loans and of the obligation of each L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02. 
 “Bank of America” means Bank of America, N.A. and its successors. 
 “Base Rate” means for any date of determination and subject to Section 3.03, a rate per annum equal to the highest of
(a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate” and (c) the Eurodollar Rate for an Interest
Period of one month beginning on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1% per annum. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of
America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank
of America shall take effect at the opening of business on the day specified in the public announcement of such change. Notwithstanding the foregoing, the Base Rate shall not be deemed to be less than 4.25% per annum. 
 “Base Rate Loan” means a Revolving Credit Loan, a Term A Loan or a Term B Loan that bears interest based on the Base Rate.

 “Borrower” has the meaning specified in the introductory paragraph hereto. 
 “Borrower Materials” has the meaning specified in Section 6.02. 
 “Borrowing” means a Revolving Credit Borrowing, a Term A Borrowing or a Term B Borrowing, as the context may require.

 “Bridge Facility” means the loans of the Borrower borrowed pursuant to the Bridge Facility Documents (and including any
rollover loans and exchange notes, each of which (other than the Bridge Facility) may be secured pursuant to the Notes/Bridge Rollover Loans and Exchange Notes Intercreditor Agreement, provided for therein); provided to the extent secured,
any Liens securing such rollover loans or exchange notes shall be junior in priority to Liens in favor of the Administrative Agent pursuant to the Notes/Bridge Rollover Loans and Exchange Notes Intercreditor Agreement. 
 “Bridge Facility Documents” means any credit agreement among the Borrower, as borrower, the guarantors party thereto and agent with
respect to the Bridge Facility and all other agreements, instruments and other documents entered into by the Borrower relating such Bridge Facility or otherwise setting forth the terms of the Bridge Facility. 
  

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 “Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in
Dollar deposits are conducted by and between banks in the London interbank eurodollar market. 
 “Capex Carryover Amount”
has the meaning set forth in Section 7.12. 
 “Capital Expenditures” means, with respect to any Person for any
period, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations). For purposes of this definition, the purchase
price of equipment that is purchased simultaneously with the trade-in of existing equipment or with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount by which such purchase price exceeds the credit
granted by the seller of such equipment for the equipment being traded in at such time or the amount of such insurance proceeds, as the case may be. 
 “Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases. 
 “Cash Capital Expenditure” means a Capital Expenditure that is not made (a) by means of a Capitalized Lease or (b) with the
proceeds of Indebtedness that are not the proceeds of Revolving Credit Loans. 
 “Cash Collateralize” has the meaning
specified in Section 2.03(g). 
 “Cash Equivalents” means any of the following: 
 (a) readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or
instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support thereof; 
 (b) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is
a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of
America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has
combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than 90 days from the date of acquisition thereof; 
 (c) commercial paper issued by any Person organized under the laws of any state of the United States of America and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least
“A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than 180 days from the date of acquisition thereof; 
  

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 (d) Investments, classified in accordance with GAAP as current assets of the Borrower or
any of its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and the
portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition; and 
 (e) in the case of any Foreign Subsidiary, investments denominated in the currency of the jurisdiction in which such Subsidiary is
organized or has its principal place of business which are similar to the items specified in subsections (a) through (d) of this definition made in the ordinary course of business. 
 “Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit
or debit card, electronic funds transfer and other cash management arrangements. 
 “Cash Management Bank” means any Person
that is a Lender or an Affiliate of a Lender, in its capacity as a party to a Cash Management Agreement. 
 “Castings Solutions
Business” means the business of supplying consumables (such as binders, coatings, additives, filters and sleeves) to the metal castings industry and related businesses as currently operated by the Borrower’s Castings Solutions business
unit. 
 “CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980. 
 “CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S.
Environmental Protection Agency. 
 “CFC” means a Person that is a controlled foreign corporation under Section 957 of
the Code. 
 “Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the
adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or
issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority. 
 “Change of
Control” means an event or series of events by which: 
 (a) any “person” or “group” (as such
terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or
administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all
securities that such person or group has the right to acquire, whether such right is exercisable 

  

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immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 35% or more of the equity
securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such “person” or “group”
has the right to acquire pursuant to any option right); or 
 (b) during any period of 24 consecutive months, a majority of
the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose
election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body
or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority
of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a
result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors on behalf of or at the direction of
the board of directors); or 
 (c) a “change of control” or any comparable term under, and as defined in, the Senior
Notes Documents, Bridge Facility or other Indebtedness exceeding the Threshold Amount shall have occurred. 
 “Closing Date Acquired
Business Material Adverse Effect” means any change, effect, event, occurrence, state of facts or development (an “Event”) that materially adversely affects the business, financial condition, or annual results of operations
of the Acquired Business and its Subsidiaries (as defined in the Merger Agreement), taken as a whole; provided, however, that a “Closing Date Acquired Business Material Adverse Effect” shall not include any Events directly or
indirectly resulting from: (i) changes or conditions generally affecting the businesses or industries in which the Acquired Business and its Subsidiaries operate, to the extent such changes or conditions do not materially and disproportionately
impact the Acquired Business and its Subsidiaries, taken as a whole, (ii) changes or conditions in U.S., European, Asian or Latin American or global, international, or general economic, regulatory, or political conditions (including calamities,
the outbreak or escalation of hostilities or acts of war or terrorism), to the extent such conditions do not materially and disproportionately impact the Acquired Business and its Subsidiaries, taken as a whole, (iii) changes or conditions
generally affecting the financial, securities or credit markets, (iv) any failure, in and of itself, by the Acquired Business to meet any projections, forecasts, revenue or earnings estimates for any period ending on or after July 10, 2008
(it being understood that the facts or occurrences giving rise to or contributing to such failure that are not otherwise excludable may be deemed to constitute, or be taken into account in determining whether there has been or will be, a Closing
Date Acquired Business Material Adverse Effect), (v) the public announcement, pendency, execution, delivery or existence of the Merger Agreement, Merger and the other Transactions, including the Acquired Business’s compliance 

  

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with the Merger Agreement and the impact of the Merger Agreement, the Merger and the other Transactions on the relationships of the Acquired Business with
its employees, independent contractors, customers, suppliers, licensors, licensees, distributors, Governmental Entities (as defined in the Merger Agreement) and other third parties with whom the Acquired Business has business dealings,
(vi) changes in GAAP (as defined in the Merger Agreement), Applicable Law (as defined in the Merger Agreement) or accounting standards (or interpretations thereof) or accounting estimates of existing contingent liabilities under GAAP,
(vii) any changes in the market price or trading volume of the Acquired Business Common Stock (as defined in the Merger Agreement) (it being understood that the facts or occurrences giving rise to or contributing to such changes in market price
or trading volume that are not otherwise excludable may be deemed to constitute, or be taken into account in determining whether there has been or will be, a Closing Date Acquired Business Material Adverse Effect), (viii) any litigation arising
from allegations of a breach of fiduciary duty relating to the Merger Agreement or the Merger and the other Transactions or (ix) changes in any analyst’s recommendations, any corporate default or equivalent credit ratings (whether by
Moody’s, S&P’s or other recognized credit rating agencies) or any other recommendations or ratings as to the Acquired Business or its Subsidiaries (including, in and of itself, any failure to meet analyst projections). 
 “Code” means the Internal Revenue Code of 1986. 
 “Collateral” means all of the “Pledged Collateral,” “Mortgaged Property,” and “Trust Property” referred to in the Collateral Documents and all of the other property that
is or is intended under the terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties. 
 “Collateral Documents” means, collectively, the Security Agreement, the Mortgages, the Receivables Intercreditor Agreement, the Notes/Bridge Rollover Loans and Exchange Notes Intercreditor Agreement,
each of the other mortgages, collateral assignments, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent pursuant to the other Collateral Documents, Section 6.12 or 6.15, in
accordance with applicable local or foreign law to grant a valid, perfected security interest in any property as collateral for the Secured Obligations (as defined in the Security Agreement), and each of the other agreements, instruments or
documents that creates or purports to create a security interest or Lien in favor of the Administrative Agent for the benefit of the Secured Parties. 
 “Commitment” means a Term A Commitment, a Term B Commitment or a Revolving Credit Commitment, as the context may require. 
 “Commitment Letter” means the commitment letter agreement, dated July 10, 2008, among the Borrower, the Administrative Agent, the
Arrangers and Banc of America Bridge LLC. 
 “Committed Loan Notice” means a notice of (a) a Term Borrowing, (b) a
Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of
Exhibit A. 
  

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 “Compliance Certificate” means a certificate substantially in the form of
Exhibit C. 
 “Concurrent Trade Receivables Facility” means the transaction contemplated by (i) the Sale
Agreement, at present intended to be effective on the Funding Date, by and between the Borrower and each other entity party thereto from time to time as an originator, as originators, and CVG Capital II LLC, a Delaware limited liability company (the
“SPE”), as purchaser and (ii) the Transfer and Administration Agreement, also at present intended to be effective on the Funding Date, by and among the SPE, the Borrower, as originator and initial servicer, various financial
institutions and related parties including certain asset-backed commercial paper conduits, the managing agents named therein, the administrators named therein, the letter of credit issuers named therein, and Bank of America, as agent for various
secured parties, in each case, as amended, modified, supplemented or amended and restated from time to time, as set forth in drafts delivered to the Arrangers prior to the Signing Date and as thereafter modified with the consent of the Arrangers.

 “Consolidated Current Assets” means, at any date of determination, the total assets of the Borrower and its Subsidiaries
on a consolidated basis which may properly be classified as current assets in conformity with GAAP, excluding cash and Cash Equivalents. 
 “Consolidated Current Liabilities” means, at any date of determination, the total liabilities of the Borrower and its Subsidiaries on a consolidated basis which may properly be classified as current liabilities in
conformity with GAAP. 
 “Consolidated EBITDA” means, at any date of determination, an amount equal to Consolidated Net
Income for the most recently completed Measurement Period plus (a) proceeds of business interruption insurance, but only to the extent not included in Consolidated Net Income and, plus (b) the following to the extent deducted in
calculating such Consolidated Net Income, but without duplication: (i) Consolidated Interest Charges, (ii) the provision for Federal, state, local and foreign income taxes payable, (iii) depreciation and amortization expense,
(iv) asset impairment charges, (v) Indebtedness extinguishment charges, (vi) expenses reimbursed by third parties, such as insurance, (vii) fees and expenses incurred in connection with the Transaction and the Concurrent Trade
Receivables Facility that are expensed, (viii) restructuring and integration charges not to exceed $40,000,000 in any fiscal year up to and including the fiscal year period ending September 30, 2011 and not to exceed $80,000,000 in the
aggregate during the three fiscal year period ending September 30, 2011 (and such amounts may be included pursuant to this clause (b) in the calculation of Consolidated EBITDA for any Measurement Period after September 30, 2011 that
includes one or more quarters prior to September 30, 2011 in which such charges were incurred), (ix) non-cash stock option expense, and (x) other non-recurring expenses or losses reducing such Consolidated Net Income which do not
represent a cash item in such period or any future period (in each case of or by the Borrower and its Subsidiaries for such Measurement Period), and minus (c) the following to the extent included in calculating such Consolidated Net
Income, but without duplication: (i) Federal, state, local and foreign income tax credits and (ii) all non-cash gains or other items increasing Consolidated Net Income (in each case of or by the Borrower and its Subsidiaries for such
Measurement Period). For all purposes hereunder, Consolidated EBITDA shall be calculated on a Pro Forma Basis unless otherwise specified. Notwithstanding the foregoing, Consolidated EBITDA for the fiscal quarter ended (i) December 31, 2007
shall be $175,000,000, (ii) March 31, 2008 shall be $204,000,000, (iii) June 30, 2008 shall be $241,000,000 and (iv) September 30, 2008 shall be $193,000,000. 
  

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 “Consolidated Fixed Charge Coverage Ratio” means, at any date of determination, the
ratio of (a) Consolidated EBITDA, less the aggregate amount of all Cash Capital Expenditures to (b) Consolidated Fixed Charges, in each case for the most recently completed (or then ending) Measurement Period. 
 “Consolidated Fixed Charges” means, for any Measurement Period, the sum of (i) Consolidated Interest Charges, (ii) the
aggregate principal amount of all regularly scheduled principal payments or redemptions or similar acquisitions for value of the Term A Loans and the Term B Loans (which, by way of clarification and not limitation, shall not be deemed to include
prepayments), but excluding any such payments to the extent refinanced through the incurrence of additional Indebtedness otherwise expressly permitted under Section 7.02, and (iii) the aggregate amount of all Restricted Payments, in
each case, of or by the Borrower and its Subsidiaries on a consolidated basis for the most recently completed fiscal quarter times four. For all purposes hereunder, Consolidated Fixed Charges shall be calculated on a Pro Forma Basis unless
otherwise specified. 
 “Consolidated Indebtedness” means, as of any date of determination, for the Borrower and its
Subsidiaries on a consolidated basis, the sum of, without duplication (a) the outstanding principal amount of all obligations (as calculated under GAAP), whether current or long-term, for borrowed money (including Obligations in respect of the
Loans hereunder), reimbursement obligations for amounts drawn under letters of credit and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness, (c) all
direct obligations arising under bankers’ acceptances and bank guaranties, (d) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business),
(e) all Attributable Indebtedness, (f) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (e) above of Persons other than the Borrower or any Subsidiary, and
(g) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that is itself a corporation, limited liability company or other entity the obligations of
which are not, by operation of law, the joint or several obligations of the holders of its Equity Interests) in which the Borrower or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the
Borrower or such Subsidiary. For all purposes hereunder, Consolidated Indebtedness shall (i) be calculated on a Pro Forma Basis unless otherwise specified and (ii) shall not include the Defeased Debt. 
 “Consolidated Interest Charges” means, for any Measurement Period, the sum of (a) all interest, premium payments, debt discount,
fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, (b) all
interest paid or payable with respect to discontinued operations and (c) the portion of rent expense under Capitalized Leases that is treated as interest in accordance with GAAP, in each case, of or by the Borrower and its Subsidiaries on a
consolidated basis for the most recently completed Measurement Period, but excluding (i) Indebtedness extinguishment charges and (ii) fees and 

  

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expenses, original issue discount and upfront fees incurred on or before the Funding Date in connection with the Transaction and original issue discount,
upfront fees, closing fees and similar fees incurred after the Funding Date in connection with the Bridge Facility (including rollover notes and exchange notes). Notwithstanding the foregoing, Consolidated Interest Charges for the fiscal quarter
ended (i) December 31, 2007 shall be $47,000,000, (ii) March 31, 2008 shall be $47,000,000, (iii) June 30, 2008 shall be $47,000,000, and (iv) September 30, 2008 shall be $47,000,000. 
 “Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Indebtedness as of such date to
(b) Consolidated EBITDA of the Borrower and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period. 
 “Consolidated Net Income” means, at any date of determination, the net income (or loss) of the Borrower and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period; provided that
Consolidated Net Income shall exclude (a) extraordinary gains and extraordinary losses for such Measurement Period, (b) the net income of any Subsidiary during such Measurement Period to the extent that the declaration or payment of
dividends or similar distributions by such Subsidiary of such income is not permitted by operation of the terms of its Organization Documents or any agreement, instrument or Law applicable to such Subsidiary during such Measurement Period, except
that the Borrower’s equity in any net loss of any such Subsidiary for such Measurement Period shall be included in determining Consolidated Net Income, (c) any income (or loss) for such Measurement Period of any Person if such Person is
not a Subsidiary, except that the Borrower’s equity in the net income of any such Person for such Measurement Period shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such
Measurement Period to the Borrower or a Subsidiary as a dividend or other distribution (and in the case of a dividend or other distribution to a Subsidiary, such Subsidiary is not precluded from further distributing such amount to the Borrower as
described in clause (b) of this proviso), (d) any gain or loss realized as a result of the cumulative effect of a change in accounting principles, (e) any capital loss suffered as a result of the sale of auction rate securities held
by the Borrower or any Subsidiary on the Funding Date and (f) net obligations under Swap Contracts terminated on or about the Funding Date. 
 “Consolidated Net Worth” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, Shareholders’ Equity of the Borrower and its Subsidiaries on that date. 
 “Consolidated Total Assets” means, at any date of determination, the total assets of the Borrower and its Subsidiaries, determined on a
consolidated basis in accordance with GAAP. 
 “Consolidated Working Capital” means, at any date of determination,
(a) the Consolidated Current Assets as of such date minus (b) the Consolidated Current Liabilities as of such date (excluding the current portion of Long-Term Debt). Consolidated Working Capital at any date may be a positive or
negative number. 
  

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 “Consolidated Working Capital Adjustment” means, for any period on a consolidated basis,
the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period. 
 “Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or
other undertaking to which such Person is a party or by which it or any of its property is bound. 
 “Control” means the
possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and
“Controlled” have meanings correlative thereto. 
 “Credit Extension” means each of the following:
(a) a Borrowing or (b) an L/C Credit Extension. 
 “Credit Transaction” means, collectively, (a) the issuance
and sale of the Senior Notes or entering into of the Bridge Facility, (b) the entering into by the Loan Parties and their applicable Subsidiaries of the Loan Documents, the Senior Notes Documents, the Bridge Facility Documents and the Related
Documents to which they are or are intended to be a party, (c) the Refinancing and (d) the payment of the fees and expenses incurred in connection with the consummation of the foregoing. 
 “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment
for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors
generally. 
 “Debt Rating” means a rating of the Borrower’s senior secured long-term debt; provided that if a
Debt Rating by a Rating Agency is required to be at or above a specified level and such Rating Agency shall have changed its system of classifications after the Signing Date, the requirement will be met if the Debt Rating by such Rating Agency is at
or above the new rating that most closely corresponds to the specified level under the old rating system; and provided further that the Debt Rating in effect on any date is that in effect at the close of business on such date. 
 “Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time,
or both, would be an Event of Default. 
 “Default Rate” means (a) when used with respect to Obligations other than
Loans or Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate if applicable to Base Rate Loans under the Revolving Credit Facility plus (iii) 2% per annum; (b) when
used with respect to a Loan, an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum and (c) when used with respect to Letter of Credit Fees, a rate equal to
the Applicable Rate plus 2% per annum. 
  

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 “Defaulting Lender” means any Lender that (a) has failed to fund any portion of the
Term Loans, Revolving Credit Loans, participations in L/C Obligations, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date
when due, unless the subject of a good faith dispute, or (c) has become or has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding. 
 “Defeased Debt” means (a) the Indebtedness of the Borrower ($5,000,000 as of June 30, 2008) for its 9.35% medium-term notes due 2019 that is the subject of a covenant defeasance pursuant to
Section 4.03 of the indenture therefor dated August 15, 1989, as amended and restated as of August 15, 1990, (b) the Indebtedness of the Borrower ($8,500,000 as of June 30, 2008) for its 8.38% medium-term notes due 2015 that
is the subject of a covenant defeasance pursuant to Section 4.03 of the indenture therefor dated August 15, 1989, as amended and restated as of August 15, 1990, and (c) the Indebtedness of the Borrower ($17,105,000 as of
June 30, 2008) for its 6.86% medium-term notes due 2009 that is the subject of a covenant defeasance pursuant to Section 4.03 of the indenture therefor dated August 15, 1989, as amended and restated as of August 15, 1990.

 “Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any
sale and leaseback transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), 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 Equity Interests” means any Equity Interest
which, by its terms (or by the terms of any security or other Equity Interest into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (i) matures or is mandatorily redeemable (other than
solely for Equity Interests which are not otherwise Disqualified Equity Interests) pursuant to a sinking fund or otherwise, (ii) is redeemable at the option of the holder thereof (other than solely for Equity Interests which are not otherwise
Disqualified Equity Interests) in whole or in part, (iii) provides for scheduled payments of dividends to be made in cash, or (iv) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would
constitute Disqualified Equity Interests, in each case prior to the date that is 91 days after the Maturity Date with respect to the Term B Facility, except, in the cases of clauses (i) and (ii), if as a result of a change of control or asset
sale, but only if any rights of the holders thereof upon the occurrence of such change of control or asset sale are subject to the prior payment in full of all Obligations (other than contingent indemnification obligations), the cancellation or
expiration of all Letters of Credit and the termination of the Aggregate Commitments. 
 “Dollar” and “$”
mean lawful money of the United States. 
 “Domestic Subsidiary” means any Subsidiary that is organized under the laws of
any political subdivision of the United States. 
 “Eligible Assignee” means any Person that meets the requirements to be an
assignee under Section 10.06(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)). 
  

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 “Environment” means ambient air, indoor air, surface water, groundwater, land surface
and subsurface strata and natural resources such as wetlands, flora and fauna. 
 “Environmental Audit” has the meaning
specified in Section 6.14(c). 
 “Environmental Claim” has the meaning specified in
Section 5.09(a)(iv). 
 “Environmental Laws” means the common law and any and all Federal, state, local, and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, licenses, agreements or governmental restrictions relating to pollution or the protection of the Environment or human health (to the extent related to
exposure to Hazardous Materials) or the generation, handling, use, storage, treatment, transport, Release or threat of Release of any Hazardous Materials, including those related to hazardous substances or wastes, air emissions and discharges to
waste or public systems. 
 “Environmental Liability” means any liability, contingent or otherwise (including any liability
for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage or treatment of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or
(e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 
 “Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law. 
 “Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in)
such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable
for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit
interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination. 

“ERISA” means the Employee Retirement Income Security Act of 1974. 
 “ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower or any Subsidiary
within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code). 
 “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower, any Subsidiary or
any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in 

  

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Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete
or partial withdrawal by the Borrower, any Subsidiary or any ERISA Affiliate from a Multiemployer Plan, the receipt by the Borrower, any Subsidiary or any ERISA Affiliate of any notice concerning the imposition of withdrawal liability (as defined in
Part 1 of Subtitle E of Title IV of ERISA) or notification that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination
under Section 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) with respect to a Pension Plan, the failure to satisfy the minimum funding standard of Section 412 of the Code, (g) the failure
to make by its due date a required contribution under Section 412(m) of the Code (or Section 430(j) of the Code, as amended by the Pension Protection Act of 2006) with respect to any Pension Plan or the failure to make any required
contribution to a Multiemployer Plan; (h) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could result in liability to the Borrower or any of the
Subsidiary; or (i) the imposition by the PBGC of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower, any Subsidiary or any ERISA Affiliate. 

“Eurodollar Rate” means, for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the British
Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00
a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such
time for any reason, then the “Eurodollar Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period
in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks
in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period. Notwithstanding the foregoing, the Eurodollar Rate shall not be deemed to be
less than 3.25% per annum. 
 “Eurodollar Rate Loan” means a Revolving Credit Loan, a Term A Loan or a Term B
Loan that bears interest at a rate based on the Eurodollar Rate. 
 “Event of Default” has the meaning specified in
Section 8.01. 
 “Excess Cash Flow” means, for any fiscal year of the Borrower, the excess (if any) of
(a) the sum of (i) Consolidated EBITDA for such fiscal year and (ii) the Consolidated Working Capital Adjustment over (b) the sum (for such fiscal year) of, but without duplication, (i) Consolidated Interest Charges
actually paid in cash by the Borrower and its Subsidiaries, (ii) scheduled principal repayments, to the extent actually made, of Term Loans pursuant to 

  

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Section 2.07, of Attributable Indebtedness and of other Indebtedness permitted under Section 7.02, (iii) all income taxes
actually paid in cash by the Borrower and its Subsidiaries, (iv) Capital Expenditures actually made by the Borrower and its Subsidiaries in such fiscal year and (v) the Capex Carryover Amount for such fiscal year. 
 “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be
made by or on account of any obligation of any Loan Party hereunder, (a) taxes imposed on or measured by its net income (however denominated), and franchise, capital, gross receipts or net worth taxes imposed on it in lieu of net income taxes
(other than any such gross receipts taxes that are withholding taxes), by a jurisdiction (or any political subdivision thereof) as a result of a present or former connection between such recipient and the jurisdiction imposing such taxes (other than
any such connections arising solely from such recipient having executed, delivered, or become a party to, performed its obligations or received payments under, received or perfected a security interest under, or enforced any Loan Documents),
(b) any branch profits taxes or any similar tax imposed by a jurisdiction described in clause (a), (c) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender, L/C Issuer or other recipient
that has failed to comply with Section 3.01(e), and (d) in the case of a Foreign Lender or L/C Issuer or other recipient (other than an assignee pursuant to a request by the Borrower under Section 10.13), any United
States federal withholding tax that (i) is required to be imposed on amounts payable to such Foreign Lender, L/C Issuer or other recipient pursuant to the Laws in force at the time such Foreign Lender ,L/C Issuer or other recipient becomes a
party hereto (or designates a new Lending Office), except to the extent that such Foreign Lender, L/C Issuer or other recipient (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive
additional amounts from the Borrower with respect to such withholding tax pursuant to Section 3.01(a)(2), or (ii) is attributable to such Foreign Lender’s, L/C Issuer’s or other recipient’s failure or inability (other
than as a result of a Change in Law) to comply with Section 3.01(e). 
 “Existing Borrower Credit Agreement”
means that certain Credit Agreement dated as of April 9, 2007 among the Borrower, The Bank of Nova Scotia, as agent, and a syndicate of lenders. 
 “Existing Acquired Business Credit Agreement” means that certain Credit Agreement dated as of April 8, 2004, as amended from time to time prior to the Signing Date, among the Acquired Business,
Credit Suisse First Boston, as agent, and a syndicate of lenders. 
 “Existing Credit Agreements” means the Existing
Borrower Credit Agreement and the Existing Acquired Business Credit Agreement. 
 “Existing Letters of Credit” means the
letters of credit listed on Schedule 2.03(a). 
 “Extraordinary Receipt” means any cash received by or paid to or for
the account of any Person not in the ordinary course of business, including tax refunds, pension plan reversions, proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for
lost earnings), condemnation awards (and payments in lieu thereof), casualty payments, indemnity payments and any purchase price adjustments not 

  

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received in the ordinary course of business; provided, however, that an Extraordinary Receipt shall not include cash receipts from proceeds of
insurance, condemnation awards (or payments in lieu thereof) or indemnity payments to the extent that such proceeds, awards or payments (a) in respect of loss or damage to equipment, fixed assets or real property are applied (or in respect of
which expenditures were previously incurred) to replace or repair the equipment, fixed assets or real property in respect of which such proceeds were received in accordance with the terms of Section 2.05(b)(iv), (b) are received by
any Person in respect of any third party claim against such Person and applied to pay (or to reimburse such Person for its prior payment of) such claim and the costs and expenses of such Person with respect thereto, (c) are matched to an
expense, including asbestos and environmental claim insurance and indemnity payments or (d) are otherwise attributable to insurance settlements in respect of potential asbestos or environmental liabilities (provided that the proceeds of
such settlements will be used to satisfy asbestos and environmental liabilities). 
 “Facility” means the Term A
Facility, the Term B Facility or the Revolving Credit Facility, as the context may require. 
 “Federal Funds Rate”
means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve
Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of
1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent. 
 “Fee
Letter” means the amended and restated fee letter agreement, dated on or about the Funding Date, among the Borrower, the Administrative Agent, the Arrangers and Banc of America Bridge LLC. 
 “Flood Insurance Laws” means, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any
successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor
statute thereto and (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto. 
 “Foreign Government Scheme or Arrangement” has the meaning specified in Section 5.12(d). 
 “Foreign Holdco” means Ashland International Holdings, Inc., Valvoline International, Inc., Hercules Paper Holdings, Inc., AshOne C.V., Hercules Investments Sarl and any Subsidiary substantially all business and purpose of
which is the holding of stock of Subsidiaries that are CFCs (which shall be indicated as a “Foreign Holdco” on a Perfection Certificate Supplement, when required to be delivered), in all cases meeting the requirements of
Section 7.17. 
  

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 “Foreign Lender” means any Lender (including such a Lender when acting in the capacity
of an L/C Issuer) that is not a United States person as that term is defined in Section 7701(a)(3) of the Code. 
 “Foreign
Plan” has the meaning specified in Section 5.12(d). 
 “Foreign Subsidiary” means a Subsidiary
organized under the laws of a jurisdiction outside the United States of America. 
 “FRB” means the Board of Governors of
the Federal Reserve System of the United States. 
 “Fund” means any Person (other than a natural person) that is (or will
be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities. 
 “Funding Date” means the first date all of the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01, but in no event later than
December 31, 2008. 
 “GAAP” means generally accepted accounting principles in the United States set forth in the
opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a
significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied. 
 “Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union
or the European Central Bank). 
 “Governmental Real Property Disclosure Requirements” means any Requirement of Law or any
Governmental Authority requiring notification to the buyer, lessee, mortgagee, assignee or other transferee of any real property, facility, establishment or business, or notification, registration or filing to or with any Governmental Authority, in
connection with the sale, lease, mortgage, assignment or other transfer (including any transfer of control) of any real property, facility, establishment or business, of the actual or threatened presence or release in or into the environment, or the
use, disposal or handling of Hazardous Material on, at, under or near the real property, facility, establishment or business to be sold, leased, mortgaged, assigned or transferred. 
 “Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct
or indirect, 

  

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(i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of
assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets
of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any
such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable,
the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning. 
 “Guarantors” means, collectively, the Subsidiaries of the Borrower listed on Schedule 1(a) of the Perfection Certificate (excluding any
joint venture and any Subsidiary that is a Special Purpose Finance Subsidiary, Immaterial Subsidiary or CFC and noted as such on Schedule 1(a) of the Perfection Certificate) and each other Subsidiary of the Borrower that shall be required to execute
and deliver a guaranty or guaranty supplement pursuant to Section 6.12. 
 “Guaranty” means, collectively, the
Guaranty made by the Guarantors in favor of the Secured Parties, substantially in the form of Exhibit E, together with each other guaranty and guaranty supplement delivered pursuant to Section 6.12. 
 “Hazardous Materials” means all explosive or radioactive substances or wastes and all other substances, wastes, pollutants, chemicals,
compounds, materials, or contaminants of any nature and in any form, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls and radon gas regulated pursuant to, or which can give rise to
liability under, any Environmental Law; provided, however, that with respect to representations and warranties relating to the Acquired Business or its Subsidiaries on or before the Funding Date, “Hazardous Materials” means
(a) any petroleum or petroleum products, explosive or radioactive materials or wastes, asbestos in any form, dioxin, urea formaldehyde foam insulation and polychlorinated biphenyls; and (b) any other chemical, material, substance or waste
that in relevant form or concentration is prohibited, limited or regulated or otherwise creates liability under any Environmental Law. 
 “Hedge Bank” means any Person that is a Lender or an Affiliate of a Lender, in its capacity as a party to a Swap Contract required or permitted under Article VI or VII. 
 “Immaterial Subsidiary” means as of any date of determination (which, until the determination as of December 31, 2008 pursuant to
Section 6.12(b), shall be calculated as of the nine-month period ending June 30, 2008), any Subsidiary that, together with its Subsidiaries on a consolidated basis, during the twelve months preceding such date of determination
accounts for (or 

  

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to which may be attributed) 2.5% or less of the net income or assets (determined on a consolidated basis) of the Borrower and its Subsidiaries;
provided that the aggregate consolidated net income or assets for all Immaterial Subsidiaries shall not at any time exceed 5.0% of the total net income or assets of the Borrower and its Subsidiaries; provided, further, that such
Subsidiary is indicated as an “Immaterial Subsidiary” on Schedule 1(a) of the Perfection Certificate or Perfection Certificate Supplement, when required to be delivered. 
 “Impacted Lender” has the meaning specified in Section 2.03(a)(iii)(F). 
 “Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as
indebtedness or liabilities in accordance with GAAP: 
 (a) all obligations of such Person for borrowed money and all
obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; 
 (b) the
maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; 
 (c) net obligations of such Person under any Swap Contract; 
 (d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the
ordinary course of business and not past due for more than 60 days after the date on which such trade account was created); 
 (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such
indebtedness shall have been assumed by such Person or is limited in recourse; 
 (f) all Attributable Indebtedness in respect
of Capitalized Leases and Synthetic Lease Obligations of such Person, all Synthetic Debt of such Person and all obligations of such Person under Permitted Receivables Facilities; 
 (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in
such Person or any other Person or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and
unpaid dividends; and 
 (h) all Guarantees of such Person in respect of any of the foregoing. 
 For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a
corporation, limited liability company or other entity the obligations of which are not, by operation of law, the joint or several 

  

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obligations of the holders of its Equity Interests) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made
non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. Notwithstanding the foregoing, the principal amount outstanding at any time
of any Indebtedness issued with original issue discount shall be the principal amount of such Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such time as determined in conformity with GAAP,
but such Indebtedness shall be deemed incurred only as of the date of original issuance thereof. 
 “Indemnified Taxes”
means Taxes other than Excluded Taxes. 
 “Indemnitees” has the meaning specified in Section 10.04(b).

 “Information” has the meaning specified in Section 10.07. 
 “Insurance Policies” means the insurance policies and coverages required to be maintained by each Loan Party which is an owner of
Mortgaged Property with respect to the applicable Mortgaged Property pursuant to Section 6.07 and all renewals and extensions thereof. 
 “Insurance Requirements” means, collectively, all provisions of the Insurance Policies and all requirements of the issuer of any of the Insurance Policies. 
 “Intercompany Note Subordination Agreement” means a subordination agreement substantially in the form of Exhibit M or any other
form approved by the Administrative Agent. 
 “Interest Payment Date” means, (a) as to any Eurodollar Rate Loan, the
last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the
respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity
Date of the Facility under which such Loan was made. 
 “Interest Period” means, as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Committed Loan Notice;
provided that: 
 (a) any Interest Period that would otherwise end on a day that is not a Business Day shall be
extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; 
 (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and 
  

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 (c) no Interest Period shall extend beyond the Maturity Date of the Facility under which
such Loan was made. 
 “Investment” means, as to any Person, any direct or indirect acquisition or investment by such
Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt
or interest in, another Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit or all or a substantial part of the business of, such Person.
For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment. 
 “IP Rights” has the meaning specified in Section 5.17. 
 “IRS” means the United States Internal Revenue Service. 
 “ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later
version thereof as may be in effect at the time of issuance). 
 “Issuer Documents” means with respect to any Letter of
Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the 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.

 “Landlord Access Agreement” means a Landlord Access Agreement, substantially in the form of Exhibit L, or such
other form as may reasonably be acceptable to the Administrative Agent. 
 “Laws” means, collectively, all international,
foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority
charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case
whether or not having the force of law. 
 “L/C Advance” means, with respect to each Revolving Credit Lender, such
Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Revolving Credit Percentage. 
 “L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing. 
  

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 “L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof
or extension of the expiry date thereof, or the increase of the amount thereof. 
 “L/C Issuer” means Bank of America with
respect to up to $100,000,000 in face amount of Letters of Credit or pursuant to a separate agreement between such L/C Issuer and the Borrower, The Bank of Nova Scotia with respect to up to $100,000,000 in face amount of Letters of Credit or
pursuant to a separate agreement between such L/C Issuer and the Borrower, and any other Lenders (or an Affiliate thereof) designated by the Borrower from time to time (with the consent of such Lender or Affiliate) and reasonably acceptable to the
Administrative Agent, in such Lender’s or Affiliate’s capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder; provided that any L/C Issuer may agree to be an L/C Issuer with respect
to up to a face amount of Letters of Credit less than the Letter of Credit Sublimit or pursuant to a separate agreement between such L/C Issuer and the Borrower. 
 “L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts,
including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this
Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be
“outstanding” in the amount so remaining available to be drawn. 
 “Lender” has the meaning specified in the
introductory paragraph hereto and, as the context requires. 
 “Lending Office” means, as to any Lender, the office or
offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent. 
 “Letter of Credit” means any letter of credit issued hereunder and shall include the Existing Letters of Credit. A Letter of Credit may
be a commercial letter of credit or a standby letter of credit. 
 “Letter of Credit Application” means an application and
agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by an L/C Issuer. 
 “Letter of
Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day). 
 “Letter of Credit Fee” has the meaning specified in Section 2.03(i). 
 “Letter of Credit Sublimit” means an amount equal to $200,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the
Revolving Credit Facility. 
  

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 “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title
retention agreement and any financing lease having substantially the same economic effect as any of the foregoing). 
 “Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Credit Loan. 
 “Loan Documents” means, collectively, (a) this Agreement, (b) the Notes, (c) the Guaranty, (d) the Collateral Documents, (e) the Fee Letter, (f) each Issuer Document,
(g) the Receivables Intercreditor Agreement and (h) the Notes/Bridge Rollover Loans and Exchange Notes Intercreditor Agreement. 
 “Loan Parties” means, collectively, the Borrower and each Guarantor. 
 “Long-Term Debt” means any
Indebtedness that, in accordance with GAAP, constitutes (or, when incurred, constituted) a long-term liability. 
 “Material Adverse
Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), or condition (financial or otherwise) of the Borrower or the Borrower and its
Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Document, or of the ability of any Loan Party to perform its obligations under any Loan Document to
which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party. 
 “Material Subsidiary” means any Subsidiary that is not an Immaterial Subsidiary. 
 “Maturity Date” means (a) with respect to the Revolving Credit Facility, the date that is five years after the Funding Date,
(b) with respect to the Term A Facility, the date that is five years after the Funding Date, and (c) with respect to the Term B Facility, the date that is five and one-half years after the Funding Date; provided, however,
that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day. 
 “Measurement
Period” means, at any date of determination, the most recently completed four fiscal quarters of the Borrower. 
 “Merger” has the meaning specified in the Preliminary Statements. 
 “Merger Agreement” has the
meaning specified in the Preliminary Statements. 
 “Moody’s” means Moody’s Investors Service, Inc. and any
successor thereto. 
 “Mortgage” has the meaning specified in Section 4.01(a)(v). 
 “Mortgage Policy” has the meaning specified in Section 4.01(a)(v)(B). 
  

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 “Mortgaged Property” means (a) each real property identified as a Mortgaged
Property on Schedule 7(a) to the Perfection Certificate and (b) each real property, if any, which shall be subject to a mortgage delivered after the Funding Date pursuant to Section 6.12. 
 “Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower,
any Subsidiary or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions. 
 “Net Cash Proceeds” means: 
 (a) with respect to any Disposition by the Borrower or any of its Subsidiaries, or any Extraordinary Receipt received or paid to the account of the Borrower or any of its Subsidiaries, the excess, if any, of
(i) the sum of cash and Cash Equivalents received in connection with such transaction (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) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset and that is required to be repaid in connection with such transaction (other than Indebtedness under the Loan
Documents), (B) the reasonable and customary (or reasonably necessary) out-of-pocket expenses (including, without limitation, attorneys’ fees) incurred by the Borrower or such Subsidiary in connection with such transaction and
(C) income taxes reasonably estimated to be actually payable within two years of the date of the relevant transaction as a result of any gain recognized in connection therewith; provided that, if the amount of any estimated taxes
pursuant to subclause (C) exceeds the amount of taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds; and 
 (b) with respect to the incurrence or issuance of any Indebtedness by the Borrower or any of its Subsidiaries, the excess of (i) the
sum of the cash and Cash Equivalents received in connection with such transaction over (ii) the underwriting discounts and commissions, and other reasonable and customary (or reasonably necessary) out-of-pocket expenses (including, without
limitation, attorneys’ fees), incurred by the Borrower or such Subsidiary in connection therewith. 
 “Note” means a
Term A Note, a Term B Note or a Revolving Credit Note, as the context may require. 
 “Notes/Bridge Rollover Loans and Exchange
Notes Intercreditor Agreement” means an Intercreditor Agreement by and between the Administrative Agent and the trustee party to the indenture under which the Senior Notes are issued or an Intercreditor Agreement by and between the
Administrative Agent and the agent party to the Bridge Facility Documents in connection with rollover loans or exchange notes, substantially in the form of Exhibit K, with such changes as may be satisfactory to the Administrative Agent in its
sole discretion, as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time. 
  

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 “Obligations” means all advances to, and debts, liabilities, obligations, covenants and
duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, Letter of Credit, Secured Cash Management Agreement or Secured Hedge Agreement, 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 or any Affiliate thereof of any proceeding under any Debtor
Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. 
 “Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect
to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form
of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity. 
 “Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies
arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document. 
 “Outstanding Amount” means (a) with respect to Term Loans and Revolving Credit Loans on any date, the aggregate outstanding
principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans and Revolving Credit Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the
amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by
the Borrower of Unreimbursed Amounts. 
 “Participant” has the meaning specified in Section 10.06(d).

 “PBGC” means the Pension Benefit Guaranty Corporation. 
 “Perfection Certificate” means a certificate in the form of Exhibit H-1 or any other form approved by the Administrative Agent,
as the same shall be supplemented from time to time by a Perfection Certificate Supplement or otherwise. 
 “Perfection Certificate
Supplement” means a certificate supplement in the form of Exhibit H-2 or any other form approved by the Administrative Agent. 
 “Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or
maintained by the Borrower, any Subsidiary or any ERISA Affiliate or to 

  

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which the Borrower, any Subsidiary or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan
described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years. 
 “Permitted Additional Senior Notes” means up to $250,000,000 aggregate principal amount of additional Senior Notes issued under the Senior Notes Documents after the Funding Date and after (i) the Bridge Facility is not
outstanding and (ii) a successful syndication (as defined in the Fee Letter) of the Term B Loans and Term B Commitments. 
 “Permitted Encumbrances” has the meaning specified in the Mortgages. 
 “Permitted Receivables
Facilities” means, collectively, (a) the Concurrent Trade Receivables Facilities; (b) any successor trade receivables facility which refinances and replaces all or part of the Concurrent Trade Receivables Facility; or (c) any
one or more other receivables financings of the Borrower or any Subsidiary thereof in which the Borrower or such Subsidiary sells, conveys or otherwise contributes Permitted Securitization Transferred Assets to a Special Purpose Financing
Subsidiary, which Special Purpose Financing Subsidiary then (i) sells (as determined in accordance with GAAP) any such Permitted Securitization Transferred Assets (or an interest therein) to one or more Receivables Financiers, (ii) borrows
from such Receivables Financiers and secures such borrowings by a pledge of such Permitted Securitization Transferred Assets or (iii) otherwise finances its acquisition of such Permitted Securitization Transferred Assets and, in connection
therewith, conveys an interest in such Permitted Securitization Transferred Assets (and possibly all of the Special Purpose Financing Subsidiary’s property and assets) to the Receivables Financiers; provided that (1) such
receivables financing shall not involve any recourse to the Borrower or any of its other Subsidiaries (other than the Special Purpose Financing Subsidiary) for any reason other than (A) repurchases of non-eligible receivables and related
assets, (B) customary indemnifications (which shall in no event include indemnification for credit losses on Permitted Securitization Transferred Assets sold to the Special Purpose Financing Subsidiary) and (C) a customary limited recourse
guaranty by the Borrower of the obligations of any Subsidiary thereof becoming an originator under such Permitted Receivables Facility delivered in favor of the Special Purpose Financing Subsidiary, (2) for any Permitted Receivables Facility
other than the Concurrent Trade Receivables Facility, the Administrative Agent shall be reasonably satisfied with the structure of and documentation for any such transaction and that the terms of such transaction, including the discount at which
receivables are sold, the term of the commitment of the Receivables Financier thereunder and any termination events, shall be (in the good faith understanding of the Administrative Agent) consistent with those prevailing in the market for similar
transactions involving a receivables originator/servicer of similar credit quality and a receivables pool of similar characteristics, (3) the Administrative Agent shall have received evidence to its satisfaction that it shall have a first
priority perfected pledge in the Equity Interests of the Special Purpose Financing Subsidiary and any subordinated note delivered by the Special Purpose Financing Subsidiary to the Borrower, and (4) the documentation for such transaction shall
not be amended or modified in any material respect without the prior written approval of the Administrative Agent. 
  

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 “Permitted Securitization Transferred Assets” means, with respect to the Borrower or any
Subsidiary (other than a Special Purpose Finance Subsidiary), the Borrower’s or such Subsidiary’s accounts receivable, notes receivable or residuals, together with certain assets relating thereto (including, without limitation, any deposit
accounts receiving collection on such receivables) and the right to collections thereon. 
 “Person” means any natural
person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. 
 “Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by the Borrower or any Subsidiary or, with respect to any such plan that is subject to Section 412
of the Code or Title IV of ERISA, any ERISA Affiliate. 
 “Platform” has the meaning specified in Section 6.02.

 “Pledged Collateral” has the meaning specified in Section 2.1 of the Security Agreement. 
 “Pro Forma Basis” means, with respect to any calculation or determination for the Borrower for any Measurement Period, that in making
such calculation or determination on the specified date of determination (the “Determination Date”): 
 (a)
pro forma effect will be given to any Indebtedness incurred by the Borrower or any of its Subsidiaries (including by assumption of then outstanding Indebtedness or by a Person becoming a Subsidiary) (“Incurred”) after the beginning
of the Measurement Period and on or before the Determination Date to the extent the Indebtedness is outstanding or is to be Incurred on the Determination Date, as if such Indebtedness had been Incurred on the first day of the Measurement Period;

 (b) pro forma calculations of interest on Indebtedness bearing a floating interest rate will be made as if the rate in
effect on the Determination Date (taking into account any Swap Contract applicable to the Indebtedness) had been the applicable rate for the entire reference period; 
 (c) Consolidated Fixed Charges related to any Indebtedness no longer outstanding or to be repaid or redeemed on the Determination Date,
except for Consolidated Interest Charges accrued during the reference period under a revolving credit to the extent of the commitment thereunder (or under any successor revolving credit) in effect on the Determination Date, will be excluded as if
such Indebtedness was no longer outstanding or was repaid or redeemed on the first day of the Measurement Period; and 
 (d)
pro forma effect will be given (other than for purposes of calculating Excess Cash Flow) to (1) the acquisition or disposition of companies, divisions or lines of businesses by the Borrower and its Subsidiaries, including any acquisition or
disposition of a company, division or line of business since the beginning of the reference period by a Person that became a Subsidiary after the beginning of the Measurement Period, and (2) the discontinuation of any discontinued operations
but, in the case of Consolidated Fixed Charges, only to the extent that the obligations giving rise to Consolidated Fixed Charges will not be obligations of the Borrower or any Subsidiary following the Determination Date that have occurred since the
beginning of the Measurement Period and before the 

  

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Determination Date as if such events had occurred, and, in the case of any disposition, the proceeds thereof applied, on the first day of the Measurement
Period. To the extent that pro forma effect is to be given to an acquisition or disposition of a company, division or line of business, the pro forma calculation will be based upon the most recent four full fiscal quarters for which the relevant
financial information is available. 
 “Proposed Castings Joint Venture Transaction” means that series of transactions
pursuant to which the Borrower and certain of its Subsidiaries will transfer the Castings Solutions Business, including its interests in Ashland-Südchemie-Kernfest GmbH and Ashland-Avébène S.A.S. representing no more than $36
million of EBITDA for the 12-month period ended September 30, 2008 and $184 million of tangible assets as of September 30, 2008, to one or more joint venture companies to be owned 50% by designated Affiliates of the Borrower and 50% by
designated Affiliates of Süd-Chemie AG. 
 “Public Lender” has the meaning specified in Section 6.02.

 “Rating Agency” means each of Moody’s and S&P. 
 “Receivables Financier” means one or more Persons who are not Subsidiaries or Affiliates of the Borrower and who are regularly engaged
in the business of receivables securitization, which may include, without limitation, one or more asset-backed commercial paper conduits or commercial banks. 
 “Receivables Intercreditor Agreement” means an Intercreditor Agreement, by and among the Administrative Agent, the agent party to a Permitted Receivables Facility, the Borrower and CVG Capital II LLC,
substantially in the form of Exhibit J, as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time. 
 “Re-domestication Requirements” means, with respect to any transaction effecting a re-domestication of the Borrower’s jurisdiction of formation referred to in Section 7.04(f), the
following: 
 (a) the Borrower shall have delivered to the Administrative Agent written notice of such re-domestication not
less than thirty (30) days prior to the effective date thereof (or such shorter period to which the Administrative Agent may in its discretion agree), which notice shall contain an explicit description of such re-domestication, including an
identification of the Person into which the Borrower would merge (the “Transaction Party”); 
 (b) the
Borrower shall have delivered to the Administrative Agent such additional information relating to such transaction, the structure and procedures thereof and the Transaction Party as the Administrative Agent may reasonably request; 
 (c) the Transaction Party shall be newly formed specially for the purpose of such re-domestication and shall have no assets, liabilities
or business other than solely incidental to the re-domestication, duly formed, validly existing and in good standing under the laws of the United States of America, one of its States, the District of Columbia, or other jurisdiction approved by the
Administrative Agent in its discretion; 
  

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 (d) all of the shareholders of the Borrower immediately prior to such merger or
assignment are all of the shareholders of the Transaction Party immediately after such merger or assignment (except for variances therefrom, if any, arising from fractional shares); 
 (e) the Borrower shall have delivered to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent that by
operation of law or contract, the Transaction Party shall have acceded to and assumed all of the indebtedness, liabilities and other obligations of the Borrower under and pursuant to this Agreement and each of the other Loan Documents; 

(f) the Borrower and the Transaction Party shall have executed and delivered to the Administrative Agent and the Lenders such
confirmations, joinders, assumptions and other agreements as the Administrative Agent may reasonably require to confirm such indebtedness, liabilities and obligations of the Transaction Party and the perfection and priority of the Liens granted
under the Security Documents; and 
 (g) the Administrative Agent and the Lenders shall have received such opinions of
counsel, documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence, good standing and authorization of the Transaction Party, the validity and enforceability of such indebtedness,
liabilities and other obligations against the Transaction Party, the incumbency of officers executing Loan Documents on behalf of the Transaction Party, and such other matters relating to the Borrower, the Transaction Party, its subsidiaries, the
Loan Documents or the Financing Transactions as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. 
 “Reduction Amount” has the meaning set forth in Section 2.05(b)(viii). 
 “Refinancing” means the refinancing of certain outstanding Indebtedness of the Borrower and its Subsidiaries as set forth on Schedule
6.11 and the termination of all commitments with respect thereto. 
 “Register” has the meaning specified in
Section 10.06(c). 
 “Related Documents” means the Merger Agreement and any alterations, amendments, changes,
supplements, consents or waivers thereof. 
  

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 “Related Parties” means, with respect to any Person, such Person’s Affiliates and
the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates. 
 “Release” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing or migrating of any Hazardous Material into or
through the Environment, or into, from or through any building, facility or structure. 
 “Reportable Event” means any of
the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived. 
 “Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans, a Committed Loan Notice and (b) with respect to an L/C Credit Extension, a
Letter of Credit Application. 
 “Required Lenders” means, as of any date of determination, Lenders holding more than 50% of
the sum of the (a) Total Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such Revolving Credit Lender for purposes of
this definition) and (b) aggregate unused Commitments; provided that the unused Commitments of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a
determination of Required Lenders. 
 “Responsible Officer” means the chief executive officer, president, chief financial
officer, treasurer, assistant treasurer or manager of long-term finance of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary
corporate, 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 any dividend or other distribution (whether in cash, securities or other property) with respect to any
capital stock or other Equity Interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement,
defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to any Person’s stockholders, partners or members (or the equivalent of any thereof), or any option,
warrant or other right to acquire any such dividend or other distribution or payment. 
 “Revolving Credit Borrowing” means
a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(c).

 “Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit
Loans to the Borrower pursuant to Section 2.01(c) and (b) purchase participations in L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name
on Schedule 2.01 under the caption “Revolving Credit Commitment” or opposite such caption 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. As of the Signing Date, the aggregate principal amount of the Revolving Credit Commitments is $400,000,000. 
  

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 “Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving
Credit Lenders’ Revolving Credit Commitments at such time. 
 “Revolving Credit Lender” means, at any time, any Lender
that has a Revolving Credit Commitment at such time. 
 “Revolving Credit Loan” has the meaning specified in
Section 2.01(c). 
 “Revolving Credit Note” means a promissory note made by the Borrower in favor of a Revolving
Credit Lender evidencing Revolving Credit Loans made by such Revolving Credit Lender, substantially in the form of Exhibit B-2. 
 “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto. 
 “SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions. 
 “Secured Cash Management Agreement” means any Cash Management Agreement by and between the Borrower or any of its Subsidiaries and any
Cash Management Bank. 
 “Secured Hedge Agreement” means any Swap Contract required or permitted under Article VI or
VII by and between the Borrower or any of its Subsidiaries and any Hedge Bank. 
 “Secured Parties” means,
collectively, the Administrative Agent, the Lenders, the L/C Issuers, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05, and the other
Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents. 
 “Security Agreement” means a Security Agreement substantially in the form of Exhibit F among the Loan Parties and the Administration Agent for the benefit of the Secured Parties. 
 “Senior Notes” means senior notes of the Borrower issued on or after the Funding Date to finance a portion of the Transactions or to
refinance the Bridge Facility, a permitted refinancing thereof or to repay a portion of the Term B Loans or reduce a portion of the Term B Commitments pursuant to Section 2.05(b)(iii)(B), whether secured or unsecured, issued and sold
pursuant to the Senior Notes Documents (including any registered notes in exchange for privately placed senior notes pursuant to a registration rights agreement); provided that the Senior Notes (i) shall not mature less than six years
after the Funding Date, (ii) shall have such form, term, yield, guarantees, covenants, default and provisions and other terms as are customary for securities of the type issued and may be issued in one or more tranches and (iii) to the
extent secured, any Liens securing the Senior Notes shall be junior in priority to Liens in favor of the Administrative Agent pursuant to the Notes/Bridge Rollover Loans and Exchange Notes Intercreditor Agreement. 
  

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 “Senior Notes Documents” means any Indenture among the Borrower, as issuer, the
guarantors party thereto and a trustee with respect to the Senior Notes, the Senior Notes and all other agreements, instruments and other documents pursuant to which the Senior Notes will be issued or otherwise setting forth the terms of the Senior
Notes. 
 “Shareholders’ Equity” means, as of any date of determination, consolidated shareholders’ equity of the
Borrower and its Subsidiaries as of that date determined in accordance with GAAP. 
 “Signing Date” means the date of
execution and delivery of this Agreement by the parties hereto pursuant to Section 10.10. 
 “Solvent” and
“Solvency” mean, with respect to any Person on any date of determination, that on such date, and after giving effect to any right of contribution, indemnification, reimbursement or similar right from or among Loan Parties,
(a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the
amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such
Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute
an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall
be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that then meets the criteria for recognition contained in Statement of Financial Accounting Standards No. 5.

 “Special Purpose Financing Subsidiary” means any Subsidiary of the Borrower created solely for the purposes of, and whose
sole activities shall consist of, acquiring and financing Permitted Securitization Transferred Assets pursuant to a Permitted Receivables Facility, and any other activity incidental thereto. 
 “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a
majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at
the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a
“Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower. As of the Funding Date, the Subsidiaries of the Borrower shall include the Subsidiaries of the Borrower after giving
effect to the Merger. 
  

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 “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit
derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or
forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot
contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and
(b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any
International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master
Agreement. 
 “Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the
effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination
value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations
provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). 
 “Syndication
Agent” means The Bank of Nova Scotia in its capacity as syndication agent under any of the Loan Documents, or any successor syndication agent. 
 “Synthetic Debt” means, with respect to any Person as of any date of determination thereof, all obligations of such Person in respect of transactions entered into by such Person that are intended to
function primarily as a borrowing of funds (including any minority interest transactions that function primarily as a borrowing) but are not otherwise included in the definition of “Indebtedness” or as a liability on the consolidated
balance sheet of such Person and its Subsidiaries in accordance with GAAP. 
 “Synthetic Lease Obligation” means the
monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including sale and leaseback transactions), in each case, creating
obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

 “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. 
  

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 “Term A Borrowing” means a borrowing consisting of simultaneous Term A Loans of the same
Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term A Lenders pursuant to Section 2.01(a). 
 “Term A Commitment” means, as to each Term A Lender, its obligation to make Term A Loans to the Borrower pursuant to Section 2.01(a) in an aggregate principal amount at any one time
outstanding not to exceed the amount set forth opposite such Term A Lender’s name on Schedule 2.01 under the caption “Term A Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such
Term A Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. As of the Signing Date, the aggregate principal amount of the Term A Commitments is $400,000,000.

 “Term A Facility” means, at any time, (a) on or prior to the Funding Date, the aggregate amount of the Term A
Commitments at such time and (b) thereafter, the aggregate principal amount of the Term A Loans of all Term A Lenders outstanding at such time. 
 “Term A Lender” means (a) at any time on or prior to the Funding Date, any Lender that has a Term A Commitment at such time and (b) at any time after the Funding Date, any Lender
that holds Term A Loans at such time. 
 “Term A Loan” means an advance made by any Term A Lender under the Term A
Facility. 
 “Term A Note” means a promissory note made by the Borrower in favor of a Term A Lender evidencing
Term A Loans made by such Term A Lender, substantially in the form of Exhibit B-1. 
 “Term B
Borrowing” means a borrowing consisting of simultaneous Term B Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term B Lenders pursuant to
Section 2.01(b). 
 “Term B Commitment” means, as to each Term B Lender, its obligation to make Term
B Loans to the Borrower pursuant to Section 2.01(b) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Term B
Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Term B Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. As of the
Signing Date, the aggregate principal amount of the Term B Commitments is $850,000,000. 
 “Term B Facility” means, at any
time, (a) on or prior to the Funding Date, the aggregate amount of the Term B Commitments at such time and (b) thereafter, the aggregate principal amount of the Term B Loans of all Term B Lenders outstanding at such time.

 “Term B Lender” means at any time, (a) on or prior to the Funding Date, any Lender that has a Term A Commitment at
such time and (b) at any time after the Funding Date, any Lender that holds Term A Loans at such time. 
  

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 “Term B Loan” means an advance made by any Term B Lender under the Term B Facility.

 “Term B Note” means a promissory note made by the Borrower in favor of a Term B Lender, evidencing Term B Loans
made by such Term B Lender, substantially in the form of Exhibit B-1. 
 “Term Borrowing” means either a
Term A Borrowing or a Term B Borrowing. 
 “Term Commitment” means either a Term A Commitment or a Term B Commitment.

 “Term Facilities” means, at any time, the Term A Facility and the Term B Facility. 
 “Term Lender” means, at any time, a Term A Lender or a Term B Lender. 
 “Term Loan” means a Term A Loan or a Term B Loan. 
 “Threshold Amount” means $40,000,000. 
 “Total Outstandings” means the
aggregate Outstanding Amount of all Loans and all L/C Obligations. 
 “Total Revolving Credit Outstandings” means the
aggregate Outstanding Amount of all Revolving Credit Loans and L/C Obligations. 
 “Transaction” means, collectively,
(a) the consummation of the Merger, (b) the issuance and sale of the Senior Notes or entering into the Bridge Facility, (c) the entering into by the Loan Parties and their applicable Subsidiaries of the Loan Documents, the Senior
Notes Documents, Bridge Facility Documents and the Related Documents to which they are or are intended to be a party, (d) the Refinancing and (e) the payment of the fees and expenses incurred in connection with the consummation of the
foregoing. 
 “Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan. 

“UCC” means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of
perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial
Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority. 
 “United States” and “U.S.” mean the United States of America. 
 “Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i). 
  

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 1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document,
unless otherwise specified herein or in such other Loan Document: 
 (a) The definitions of terms herein shall apply equally
to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including”
shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any
definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and
assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular
provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the
Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall,
unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. 
 (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and
“until” each mean “to but excluding;” and the word “through” means “to and including.” 
 (c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. 
 (d) When used herein, the phrase “to the knowledge of” (or words of similar import), when applied to the Borrower, shall mean
the actual knowledge of any Responsible Officer thereof or such knowledge that a Responsible Officer should have in the carrying out of his or her duties with ordinary care. 
 1.03 Accounting Terms. 
 (a)
Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to
this Agreement, shall be prepared in conformity with GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise
specifically prescribed herein. 
  

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 (b) Changes in GAAP. If at any time any change in GAAP or the application thereof would affect the
computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such
ratio or requirement to preserve the original intent thereof in light of such change in GAAP or application thereof, as the case may be (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or
requirement shall continue to be computed in accordance with GAAP prior to such change therein or application thereof, as the case may be and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and
other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP or application thereof, as
the case may be. 
 1.04 Rounding. 
 Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than
the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). 
 1.05 Times of Day. 
 Unless otherwise specified, all references herein to times of day shall be
references to Eastern time (daylight or standard, as applicable). 
 1.06 Letter of Credit Amounts. Unless otherwise specified herein,
the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any
Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, upon satisfaction of any and all conditions precedent to such automatic increase, the amount of such Letter of Credit shall be deemed to be
the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. 
 1.07 Currency Equivalents Generally. Any amount specified in this Agreement (other than in Articles II, IX and X) or any of the other Loan Documents to be in Dollars shall also include the
equivalent of such amount in any currency other than Dollars, such equivalent amount thereof in the applicable currency to be determined by the Administrative Agent at such time on the basis of the Spot Rate (as defined below) for the purchase of
such currency with Dollars. For purposes of this Section 1.07, the “Spot Rate” for a currency means the rate determined by the Administrative Agent to be the rate quoted by the Person acting in such capacity as the spot
rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date of such determination; provided that
the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such
currency. 
  

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 ARTICLE II 
 THE COMMITMENTS AND CREDIT EXTENSIONS 
 2.01 The Loans. 
 (a) The Term A Borrowing. Subject to the terms and conditions set forth herein, each Term A Lender severally agrees to make a single
loan to the Borrower on the Funding Date in an amount not to exceed such Term A Lender’s Term A Commitment. The Term A Borrowing shall consist of Term A Loans made simultaneously by the Term A Lenders in accordance with their
respective Term A Commitments. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term A Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided, herein. 
 (b) The Term B Borrowing. Subject to the terms and conditions set forth herein, each Term B Lender severally agrees to make a single
loan to the Borrower on the Funding Date in an amount not to exceed such Term B Lender’s Term B Commitment. The Term B Borrowing shall consist of Term B Loans made simultaneously by the Term B Lenders in accordance with
their respective Term B Commitments. Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed. Term B Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein. 

(c) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to
make loans (each such loan, a “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such
Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, and
(ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such
Lender’s Revolving Credit Commitment. Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(c),
prepay under Section 2.05, and reborrow under this Section 2.01(c). Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. 
 (d) Defaulting Lenders. For the avoidance of doubt, the Arrangers and the Lenders that are Affiliates of the Arrangers shall be entitled (in
addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the applicable Loans to be made by it available to the Administrative Agent on the Funding Date by the time set forth in Section 2.02(b) to
the extent the Arrangers or their affiliates have funded on behalf of such Lender. 
  

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 2.02 Borrowings, Conversions and Continuations of Loans. 
 (a) Each Term A Borrowing, each Term B Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type
to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not
later than 1:00 p.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the
requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice,
appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof.
Except as provided in Sections 2.03(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $300,000 or a whole multiple of $100,000 in excess thereof; provided that, in each case, a Base Rate Loan may
be in an aggregate amount that is equal to the entire unused balance of the applicable Commitment. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term A Borrowing, a
Term B Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans
are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a
conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period
then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will
be deemed to have specified an Interest Period of one month. 
 (b) Following receipt of a Committed Loan Notice, the Administrative Agent
shall promptly notify each Lender of the amount of its Applicable Percentage under the applicable Facility of the applicable Term A Loans, Term B Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation is
provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). In the case of a Term A Borrowing, a Term B Borrowing or a
Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable
Committed Loan Notice; provided that in the case of a Term A Borrowing, a Term B Borrowing or a Revolving Credit Borrowing on the Funding Date, each Appropriate Lender shall make the amount of its Loan available in immediately available
funds at the Administrative Agent’s Office not later than one hour after the Administrative 

  

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Agent provides notice of the satisfaction of the conditions to the initial funding on the Funding Date. Upon satisfaction of the applicable conditions set
forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative
Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably
acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date a Committed Loan Notice with respect to a Revolving Credit Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then
the proceeds of such Revolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above. 
 (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such
Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders. 
 (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar
Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base
Rate promptly following the public announcement of such change. 
 (e) After giving effect to all Term A Borrowings, all conversions of
Term A Loans from one Type to the other, and all continuations of Term A Loans as the same Type, there shall not be more than six Interest Periods in effect in respect of the Term A Facility. After giving effect to all Term B
Borrowings, all conversions of Term B Loans from one Type to the other, and all continuations of Term B Loans as the same Type, there shall not be more than six Interest Periods in effect in respect of the Term B Facility. After
giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than six Interest Periods in effect in
respect of the Revolving Credit Facility. 
 (f) Anything in this Section 2.02 to the contrary notwithstanding, the Borrower may
not select (i) the Eurodollar Rate for the initial Credit Extension (unless the Borrower has executed and delivered to the Administrative Agent an indemnification agreement generally equivalent to the provision of Section 3.04
indemnifying the Lenders for any failure by the Borrower to borrow on the date specified), or (ii) Interest Periods for Eurodollar Rate Loans that have a duration of more than one month during the period from the Funding Date to the date of a
Successful Syndication (as defined in the Fee Letter) as notified by the Arrangers to the Borrower (or such earlier date as shall be specified by the Administrative Agent in a notice to the Borrower and the Lenders). 
  

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 2.03 Letters of Credit. 
 (a) The Letter of Credit Commitment. 
 (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03, (1) from time
to time on any Business Day during the period from the Funding Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or its Subsidiaries (other than a Special Purpose Finance Subsidiary), and to
amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in
Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit
Outstandings shall not exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Revolving Credit Percentage of the
Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for
the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing
limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of
Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and
conditions hereof. 
 (ii) No L/C Issuer shall issue any Letter of Credit if: 
 (A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months
after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or 
 (B) the expiry
date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such expiry date. 
 (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 purport to enjoin or restrain such L/C
Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any 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
request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement
(for which such L/C 

  

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Issuer is not otherwise compensated hereunder) not in effect on the Signing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense
which was not applicable on the Signing 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 $50,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby
Letter of Credit; 
 (D) such Letter of Credit is to be denominated in a currency other than Dollars; 
 (E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or

 (F) (x) a default of any Lender’s obligations to fund under Section 2.03(c) exists, (y) any Lender is
at such time a Defaulting Lender hereunder or (z) any Lender (such a Lender, an “Impacted Lender”) has defaulted in fulfilling its obligations under one or more other syndicated credit facilities unless subject to a good faith
dispute by such Lender and the required lenders (or requisite lenders or similar term) under the documentation related to such syndicated credit facilities or an entity that Controls any Lender is insolvent or become subject to a bankruptcy or other
similar process; in each case, unless such L/C Issuer has entered into arrangements satisfactory to such L/C Issuer with the Borrower or such Lender to provide cash collateral or otherwise eliminate such L/C Issuer’s risk with respect to such
Lender. 
 (iv) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue
such Letter of Credit in its amended form under the terms hereof. 
 (v) No L/C Issuer shall be under any obligation to amend
any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed
amendment to such Letter of Credit. 
 (vi) Each L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect
to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or
omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in
Article IX included the L/C Issuers with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers. 
  


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 (b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

 (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the
applicable L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the
applicable L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the applicable L/C Issuer may agree in a particular instance in their sole
discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the
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; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof;
(E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the
requested Letter of Credit; and (H) such other matters as the applicable L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail
satisfactory to the 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); (3) the nature of the proposed amendment; and (4) such other matters as
the applicable L/C Issuer may require. 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 Issuer Documents, as the applicable L/C Issuer or the Administrative Agent may require. 
 (ii) Promptly after
receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower
and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Revolving Credit Lender, the Administrative Agent or any Loan Party, at least one Business
Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such
L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual
and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk
participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Letter of Credit. 
  

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 (iii) If the Borrower so requests in any applicable Letter of Credit Application, the
applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension
Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a
day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the Borrower shall not be required to make
a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the
extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension 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 revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of
Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that
the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then
satisfied, and in each such case directing such L/C Issuer not to permit such extension. 
 (iv) Promptly after its delivery
of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the 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. 
 (v) For so long as any Letter of Credit issued by an L/C Issuer other than Bank of
America is outstanding, such L/C Issuer shall deliver to the Administrative Agent on the last Business Day of each calendar month, and on each date that an L/C Credit Extension occurs with respect to any such Letter of Credit, a report in the form
of Exhibit N hereto, appropriately completed with the information for every outstanding Letter of Credit issued by such L/C Issuer. 
 (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. Not later than 11:00 a.m. on the date of any payment by the applicable L/C Issuer
under a Letter of Credit (each such date, an “Honor Date”), 

  

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the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower fails to so
reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such
Revolving Credit Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the
Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments and the
conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if
immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. 
 (ii) Each Revolving Credit Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the
Administrative Agent for the account of the applicable L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day
specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower
in such amount. The Administrative Agent shall remit the funds so received to such L/C Issuer. 
 (iii) With respect to any
Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have
incurred from the 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 demand (together with interest) and shall bear interest at the Default Rate.
In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of such L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and
shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. 
 (iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the applicable L/C Issuer for any amount drawn under any Letter of
Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of such L/C Issuer. 
 (v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this
Section 2.03(c), shall be absolute and unconditional 

  

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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 (C) any other occurrence, event or condition, whether or not similar to any of the foregoing;
provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery
by the Borrower of a Committed Loan Notice ). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse such L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of
Credit, together with interest as provided herein. 
 (vi) If any Revolving Credit Lender fails to make available to the
Administrative Agent for the account of any L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer
shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to
such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar
fees customarily charged by 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 Committed Loan included in the relevant
Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of such L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under
this Section 2.03(c)(vi) shall be conclusive absent manifest error. 
 (d) Repayment of Participations. 
 (i) At any time after any L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such
Lender’s L/C Advance in respect of such payment in accordance with 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 Applicable Revolving Credit Percentage thereof
in the same funds as those received by the Administrative Agent. 
 (ii) If any payment received by the Administrative Agent
for the account of any L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by such L/C Issuer in
its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the


  

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date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The
obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. 
 (e) Obligations Absolute. The obligation of the Borrower to reimburse the 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, this Agreement, or any other Loan Document; 
 (ii) the existence
of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such
transferee may be acting), such 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 such L/C Issuer under such Letter of Credit against presentation of a draft or
certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by such L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the
benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or 
 (v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that
might otherwise constitute a defense available to, or a discharge of, the Borrower or any of its Subsidiaries. 
 The Borrower shall promptly
examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the
applicable L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against such L/C Issuer and its correspondents unless such notice is given as aforesaid. 
  

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 (f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a
Letter of Credit, the L/C Issuers shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy
of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C
Issuers shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted
in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all
risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such
rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee
of the L/C Issuers shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding,
the Borrower may have a claim against an L/C Issuer, and an L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower
proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s)
strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuers may accept documents that appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary, and the L/C Issuers 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) Cash Collateral. Upon the request of any L/C Issuer, (i) if the applicable L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing,
(ii) if, after the issuance of any Letter of Credit, any Lender becomes an Impacted Lender or (iii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case,
immediately Cash Collateralize, as applicable, (A) the then Outstanding Amount of all L/C Obligations or (B) in the case of clause (ii) above, the Applicable Percentage of such Impacted Lender of the then Outstanding Amount of all L/C
Obligations. Sections 2.05 and 8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.05 and Section 8.02(c),
“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the applicable L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances
pursuant to documentation in form and substance satisfactory to the Administrative Agent and such L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants
to the Administrative Agent, for the benefit of the applicable L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in
blocked, non-interest bearing deposit accounts at Bank of America. If at any time the Administrative 

  

 -50- 








 
Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total
amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral,
an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon
the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse the applicable L/C Issuer. 
 (h) Applicability of ISP and UCP. Unless otherwise expressly agreed by the applicable L/C Issuer and the Borrower when a Letter of Credit is
issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as
most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit. 
 (i) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage a Letter of Credit fee (the “Letter
of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit,
the amount of such Letter of Credit shall be determined in accordance with Section 1.06. Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December,
commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the
Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.
Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate. 
 (j) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the respective L/C Issuer for
its own account a fronting fee with respect to each Letter of Credit, at a rate separately agreed to between the Borrower and such L/C Issuer, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in
arrears. Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment),
commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit,
the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, the Borrower shall pay directly to such L/C Issuer for its own account the customary issuance, presentation, amendment and other
processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

  

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 (k) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the
terms of any Issuer Document, the terms hereof shall control. 
 (l) Letters of Credit Issued for Subsidiaries. Notwithstanding that a
Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the applicable L/C Issuer hereunder for any and all drawings under such Letter
of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such
Subsidiaries. 
 2.04 [Reserved]. 
 2.05 Prepayments. 
 (a) Optional. 
 (i) Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice to the Administrative Agent, at any
time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m.
(1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then
outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly
notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the
Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the
amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Facility
and the Term B Facility and (y) to the principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the
relevant Facilities. Notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted to prepay the Term B Facility pursuant to this Section 2.05(a)(i) during the period from the Funding Date through the
date ten Business Days thereafter. 
  

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 (b) Mandatory. 
 (i) Within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related
Compliance Certificate has been delivered pursuant to Section 6.02(b) (commencing with the financial statements and certificate in respect of the fiscal year ending September 30, 2009) and provided that the Consolidated
Leverage Ratio as set forth in such Compliance Certificate is 2.50 to 1.00 or greater, the Borrower shall prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) 50% of Excess Cash Flow for the fiscal year covered by
such financial statements over (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) (such prepayments to be applied as set forth in clauses (v) and (viii) below). 
 (ii) If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by
Section 7.05(b), (c), (d), (e) or (i)) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash
Proceeds promptly, but in any event within five Business Days after the later of (A) receipt thereof by such Person and (B) the expiration of the 30 day period provided below (such prepayments to be applied as set forth in clauses
(v) and (viii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the
Borrower to the Administrative Agent not more than 30 days after the date of such Disposition), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash
Proceeds in operating assets so long as within 12 months after the receipt of such Net Cash Proceeds such reinvestment shall have been completed; provided, further, however, that with respect to Dispositions pursuant to
Section 7.05(h), (x) the Borrower or such Subsidiary may only reinvest up to 50% of such Net Cash Proceeds which do not in the aggregate for all Dispositions under such Section exceed 5% of the Borrower’s Consolidated Total
Assets as of the end of the immediately preceding fiscal quarter; and (y) the remaining 50% of such Net Cash Proceeds and any Net Cash Proceeds not so reinvested and 100% of such Net Cash Proceeds for Dispositions under such Section in excess
of 5% of the Borrower’s Consolidated Total Assets as of the end of the immediately preceding fiscal quarter shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). 
 (iii) (A) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness
expressly permitted to be incurred or issued pursuant to Section 7.02 except for Indebtedness incurred under Section 7.02(j) in excess of the first $250,000,000 incurred thereunder, as to which this
Section 2.05(b)(iii) shall apply to such amounts in excess of $250,000,000), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly, but in any event within
five Business Days, after receipt 

  

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thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below). (B) Upon the receipt
of Net Cash Proceeds of any Senior Notes or Bridge Facility in excess of $750,000,000 up to $1,000,000,000 prior to the first anniversary of the Funding Date, the Borrower shall prepay an aggregate principal amount of Term B Loans or reduce the Term
B Commitments equal to 100% of all Net Cash Proceeds received therefrom promptly, but in any event within five Business Days, after receipt thereof by the Borrower or such Subsidiary; and the Arrangers may in their sole discretion direct that such
Net Cash Proceeds be used to repay Lenders or reduce the Commitment of Lenders who are Affiliates of the Arrangers on a non-pro rata basis as directed by the Arrangers. (C) Upon the receipt of Net Cash Proceeds of any Permitted Additional
Senior Notes, the Borrower shall prepay (without a reduction in commitments) the Revolving Credit Facility in the manner set forth in clause (viii) of this Section 2.05(b) equal to 100% of all Net Cash Proceeds received therefrom
promptly, but in any event within five Business Days, after receipt thereof by the Borrower or such Subsidiary. 
 (iv) Upon
any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (ii) or (iii) of this Section 2.05(b), the Borrower shall prepay an aggregate
principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly, but in any event within five Business Days after the later of (A) receipt thereof by such Person and (B) the expiration of the 30 day period
provided below (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity
payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent not more than 30 days after the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default
shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 12 months after the receipt of such Net Cash Proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds
were received so long as within 12 months after the receipt of such Net Cash Proceeds such replacement or repair shall have been completed and provided, further, however, that any cash proceeds not so applied shall be immediately
applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv). 
 (v) Each prepayment of Loans
pursuant to the foregoing provisions of this Section 2.05(b) shall, except as set forth in clauses (iii)(B) and (iii)(C) of this Section 2.05(b), be applied, first, ratably to each of the Term A Facility and the Term B
Facility and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (viii) of this Section 2.05(b). 
 (vi) Notwithstanding any of the other provisions of clause (ii), (iii) or (iv) of this Section 2.05(b), so long as
no Default under Section 8.01(a) or Section 8.01(f), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (ii),
(iii) or (iv) of this Section 2.05(b), the aggregate amount of Net Cash Proceeds required by such clause 

  

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to be applied to prepay Loans on such date is less than or equal to $1,000,000, the Borrower may defer such prepayment until the first date on which the
aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (ii), (iii) or (iv) of this Section 2.05(b) to be applied to prepay Loans exceeds $1,000,000. During such deferral period the Borrower may
apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally
constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.05(b). Upon the occurrence of a Default under
Section 8.01(a) or Section 8.01(f), or an Event of Default during any such deferral period, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as
applicable, that are required to be applied to prepay Loans under this Section 2.05(b) (without giving effect to the first and second sentences of this clause (vi)) but which have not previously been so applied. 
 (vii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the
Borrower shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize such L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. 
 (viii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to
the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required
pursuant to clause (i), (ii), (iii) (other than subclause (iii)(C)) or (iv) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and
Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the
“Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in
Section 2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan
Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable. 
 (c) Offers to Purchase. Anything
contained in Section 2.05(b) to the contrary notwithstanding, (i) if, following the occurrence of any “Asset Sale” (as such term is defined in the Senior Notes Documents) by any Loan Party or any of its Subsidiaries, the
Borrower is required to commit by a particular date (a “Commitment Date”) to apply or cause its Subsidiaries to apply an amount equal to any of the “Net Cash Proceeds” (as defined in the Senior Notes Documents) thereof in
a particular manner, or to apply by a particular date (an “Application Date”) an amount equal to any such “Net Cash Proceeds” in a particular manner, in either case in order to excuse the Borrower from being required to
make an “Offer to Purchase” (as defined in 

  

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the Senior Notes Documents) in connection with such “Asset Sale”, and the Borrower shall have failed to so commit or to so apply an amount equal to
such “Net Cash Proceeds” at least 60 days before the applicable Commitment Date or Application Date, as the case may be, or (ii) if the Borrower at any other time shall have failed to apply or commit or cause to be applied an amount
equal to any such “Net Cash Proceeds”, and, within 60 days thereafter assuming no further application or commitment of an amount equal to such “Net Cash Proceeds” the Borrower would otherwise be required to make an “Offer to
Purchase” in respect thereof, then in either such case the Borrower shall immediately pay or cause to be paid to the Administrative Agent an amount equal to such “Net Cash Proceeds” to be applied to the payment of the Loans and L/C
Borrowings and to Cash Collateralize the remaining L/C Obligations in the manner set forth in Section 2.05(b) in such amounts as shall excuse the Borrower from making any such “Offer to Purchase”. 
 (d) Prepayment Premium. In the event that (a) the Borrower refinances all or any portion of the Term B Loans or (b) makes an optional
prepayment of Term B Loans, each such refinancing or prepayment shall be accompanied by a premium payable by the Borrower equal to (i) if such prepayment or payment is made on or prior to the first anniversary of the Funding Date, 2% of the
principal amount of the Term B Loans so prepaid and (ii) if such prepayment or payment is made after the first anniversary of the Funding Date but on or prior to the second anniversary of the Funding Date, 1% of the principal amount of the Term
B Loans so prepaid, with no such premium due thereafter. By way of clarification and not limitation, a prepayment required under Section 2.05(b)(iii)(B) shall not be considered a refinancing or optional prepayment for purposes of this
Section 2.05(d). 
 2.06 Termination or Reduction of Commitments. 
 (a) Optional. The Borrower may, upon notice to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit,
or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to
the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the
Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, or (B) the Letter of Credit Sublimit if, after giving
effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. 
 (b) Mandatory. 
 (i) The aggregate Term A Commitments shall be automatically and permanently reduced to zero
on the date of the Funding Date. 
 (ii) The aggregate Term B Commitments shall be automatically and permanently reduced
to zero on the date of the Funding Date. 
  

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 (iii) The Revolving Credit Facility shall be automatically and permanently reduced on
each date on which the prepayment of Revolving Credit Loans outstanding thereunder is required to be made pursuant to Section 2.05(b)(ii), (iii) (other than subclause (iii)(C)) or (iv) by an amount equal to
the applicable Reduction Amount. 
 (iv) If after giving effect to any reduction or termination of Revolving Credit
Commitments under this Section 2.06, the Letter of Credit Sublimit exceeds the Revolving Credit Facility at such time, the Letter of Credit Sublimit, as the case may be, shall be automatically reduced by the amount of such excess.

 (v) Notwithstanding anything to the contrary, all of the Commitments shall expire on the earliest of
(a) December 31, 2008, unless the Funding Date occurs on or prior thereto, (b) the closing of the Acquisition without the use of the Senior Credit Facilities, (c) the acceptance by the Acquired Business or any of its affiliates
of an offer for all or any substantial part of the capital stock or property and assets of the Acquired Business other than as part of the Transaction and (d) if any event occurs or information becomes available that, in the reasonable and good
faith judgment of the Arrangers, results or is reasonably likely to result in the failure to satisfy any condition set forth in Section 4. 
 (c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit or the Revolving Credit
Commitment under this Section 2.06. Upon any reduction of the Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Revolving Credit Percentage of
such reduction amount. All fees in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such termination. 
 2.07 Repayment of Loans. 
 (a)
Term A Loans. The Borrower shall repay to the Term A Lenders the aggregate principal amount of all Term A Loans outstanding on the following dates in the respective amounts set forth opposite such dates (which amounts 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 that such amounts shall be adjusted to account for any reallocation made pursuant to the fourth paragraph of
Section 10.01: 
  

				
	 Date
	  	Amount
	 March 31, 2009
	  	$	15,000,000
	 June 30, 2009
	  	$	15,000,000
	 September 30, 2009
	  	$	15,000,000
	 December 31, 2009
	  	$	15,000,000
	 March 31, 2010
	  	$	15,000,000
	 June 30, 2010
	  	$	15,000,000
	 September 30, 2010
	  	$	15,000,000
	 December 31, 2010
	  	$	15,000,000
	 March 31, 2011
	  	$	20,000,000
	 June 30, 2011
	  	$	20,000,000
	 September 30, 2011
	  	$	20,000,000
	 December 31, 2011
	  	$	20,000,000
	 March 31, 2012
	  	$	25,000,000
	 June 30, 2012
	  	$	25,000,000
	 September 30, 2012
	  	$	25,000,000
	 December 31, 2012
	  	$	25,000,000
	 March 31, 2013
	  	$	25,000,000
	 June 30, 2013
	  	$	25,000,000
	 September 30, 2013
	  	$	25,000,000
	 Term A Facility Maturity Date
	  	$	25,000,000

  

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 provided, however, that the final principal repayment installment of the Term A Loans shall be repaid on
the Maturity Date for the Term A Facility and in any event shall be in an amount equal to the aggregate principal amount of all Term A Loans outstanding on such date. 
 (b) Term B Loans. The Borrower shall repay to the Term B Lenders the aggregate principal amount of all Term B Loans outstanding on the
following dates in the respective amounts set forth opposite such dates (which amounts 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
that such amounts shall be adjusted to account for any reallocation made pursuant to the fourth paragraph of Section 10.01: 
  

				
	 Date
	  	Amount
	 March 31, 2009
	  	$	2,125,000
	 June 30, 2009
	  	$	2,125,000
	 September 30, 2009
	  	$	2,125,000
	 December 31, 2009
	  	$	2,125,000
	 March 31, 2010
	  	$	2,125,000
	 June 30, 2010
	  	$	2,125,000
	 September 30, 2010
	  	$	2,125,000
	 December 31, 2010
	  	$	2,125,000
	 March 31, 2011
	  	$	2,125,000
	 June 30, 2011
	  	$	2,125,000
	 September 30, 2011
	  	$	2,125,000
	 December 31, 2011
	  	$	2,125,000
	 March 31, 2012
	  	$	2,125,000
	 June 30, 2012
	  	$	2,125,000
	 September 30, 2012
	  	$	2,125,000
	 December 31, 2012
	  	$	2,125,000
	 March 31, 2013
	  	$	2,125,000
	 June 30, 2013
	  	$	2,125,000
	 September 30, 2013
	  	$	2,125,000
	 December 31, 2013
	  	$	2,125,000
	 March 31, 2014
	  	$	2,125,000
	 Term B Facility Maturity Date
	  	$	805,375,000

  

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 provided, however, that the final principal repayment installment of the Term B Loans shall be repaid
on the Maturity Date for the Term B Facility and in any event shall be in an amount equal to the aggregate principal amount of all Term B Loans outstanding on such date. 
 (c) Revolving Credit Loans. The Borrower shall repay to the Revolving Credit Lenders on the Maturity Date for the Revolving Credit Facility the
aggregate principal amount of all Revolving Credit Loans outstanding on such date. 
 2.08 Interest. 
 (a) Subject to the provisions of Section 2.08(b), (i) each Eurodollar Rate Loan under a Facility shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate for such Facility; and (ii) each Base Rate Loan under a Facility shall bear interest on
the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for such Facility. 
 (b) (i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear
interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 
 (ii) If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon
the request of the Required Lenders such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 
 (c) Upon the request of the Required Lenders, while any Event of Default exists, the Borrower shall pay interest on the principal amount of all
outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 
 (d) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand. 
  

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 (e) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable
thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief
Law. 
 2.09 Fees. In addition to certain fees described in Sections 2.03(i) and (j): 
 (a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its
Applicable Revolving Credit Percentage, a commitment fee equal to the Applicable Fee Rate times the actual daily amount by which the Revolving Credit Facility exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans and
(ii) the Outstanding Amount of L/C Obligations. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and
payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Date, and on the last day of the Availability Period for the Revolving Credit Facility.
The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period
during such quarter that such Applicable Fee Rate was in effect. 
 (b) Other Fees. 
 (i) The Borrower shall pay to the Arrangers and the Administrative Agent for their own respective accounts fees in the amounts and at the
times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 
 (ii) The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason
whatsoever. 
 2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. 
 (a) All computations of interest for Base Rate Loans when the Base Rate is determined by Bank of America’s “prime rate” shall be made on
the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as
applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion
is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder
shall be conclusive and binding for all purposes, absent manifest error. 
  

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 (b) If, as a result of any restatement of or other adjustment to the financial statements of the Borrower
or for any other reason, the Borrower or the Lenders reasonably determine that (i) the Consolidated Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated
Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuer, as the
case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further
action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This
paragraph shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article VIII. The Borrower’s
obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. 
 2.11 Evidence of Debt. 
 (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records
maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit
Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing
with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall
evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

 (b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall
maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit. In the event of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. 
 2.12 Payments Generally; Administrative Agent’s Clawback. 
 (a) General. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments
by the Borrower hereunder shall be made to the Administrative 

  

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Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately
available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of
such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest
or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected on computing
interest or fees, as the case may be. 
 (b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative
Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not
make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a
Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount.
In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such
corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the
case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar
fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such
interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the
applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender
that shall have failed to make such payment to the Administrative Agent. 
 (ii) Payments by Borrower; Presumptions by Administrative
Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders or any L/C Issuer hereunder that the Borrower will not
make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the applicable L/C Issuer, as the
case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Appropriate Lenders or the applicable L/C Issuer, as the case may be, severally 

  

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agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such L/C Issuer, in immediately available funds
with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in
accordance with banking industry rules on interbank compensation. 
 A notice of the Administrative Agent to any Lender or the Borrower with
respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. 
 (c) Failure to Satisfy
Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower
by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as
received from such Lender) to such Lender, without interest. 
 (d) Obligations of Lenders Several. The obligations of the Lenders
hereunder to make Term Loans and Revolving Credit Loans, to fund participations in Letters of Credit and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any
such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure
of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 10.04(c). 
 (e)
Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any
Loan in any particular place or manner. 
 (f) Insufficient Funds. If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of principal and L/C Borrowings then due to such parties. 
 2.13 Sharing of Payments by Lenders. If any
Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations in respect of any the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time
in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to
all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such 

  

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time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender
hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate
amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Obligations in respect of the Facilities owing (but not due
and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and
(b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by
the Lenders ratably in accordance with the aggregate amount of Obligations in respect of the Facilities then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be; provided that: 
 (a) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered,
such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and 
 (b) the provisions of this Section shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement, (B) any payment obtained by
a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions
of this Section shall apply) or (C) cash collateral or other security given by the Borrower or any Lender to any L/C Issuer pursuant to this Agreement. 
 The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. 
 ARTICLE III 
 TAXES, YIELD PROTECTION AND ILLEGALITY 
 3.01 Taxes. 
 (a) Payments Free of
Certain Taxes; Obligation to Withhold; Payments on Account of Certain Taxes. 
 (1) Any and all payments by or on account
of any obligation of any Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require any
Loan Party or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by such Loan Party or the Administrative Agent, as the case may be, upon the basis of the
information and documentation to be delivered pursuant to subsection (e) below. 
  

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 (2) If a Loan Party or the Administrative Agent shall be required by applicable Laws to
withhold or deduct any Taxes, then (A) the Administrative Agent, or such Loan Party, as the case may be, shall withhold or make such deductions as are determined by the Administrative Agent, or such Loan Party, as the case may be, to be
required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent, or such Loan Party, as the case may be, shall timely pay the full amount withheld or deducted to the
relevant Governmental Authority in accordance with applicable Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by such Loan Party shall be increased as
necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an
amount equal to the sum it would have received had no such withholding or deduction been made. 
 (b) Payment of Other Taxes by the
Borrower. Without limiting the provisions of subsection (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Laws. 
 (c) Tax Indemnifications. 
 (1) Without limiting the provisions of subsection (a) or (b) above, the Borrower shall indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof within 10 days after demand
therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent, such Lender or such L/C
Issuer, as the case may be, on or with respect to any payment by or on account of any obligation of any Loan Party hereunder or otherwise with respect to any Loan Document and any penalties, interest and reasonable expenses arising therefrom or with
respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Borrower shall also, indemnify the Administrative Agent, and shall make payment in
respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (2) of this subsection. A certificate as to the
amount of any such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive
absent manifest error. 
 (2) Without limiting the provisions of subsection (a) or (b) above, each Lender and each
L/C Issuer, severally and not jointly, shall indemnify the Loan Parties and the Administrative Agent, and shall make payment in respect thereof within 10 days after 

  

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demand therefor, against any and all Taxes and any penalties, interest and reasonable expenses incurred by or asserted against the Loan Parties or the
Administrative Agent by any Governmental Authority as a result of the failure by such Lender or such L/C Issuer, as the case may be, to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be
delivered by such Lender or such L/C Issuer, as the case may be, to the Borrower or the Administrative Agent pursuant to subsection (e). Each Lender and each L/C Issuer hereby authorizes the Administrative Agent or any Loan Party, as the case may
be, to set off and apply any and all amounts at any time owing to such Lender or such L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent or such Loan Party, as the case
may be, under this clause (2). The agreements in this clause (2) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or such L/C Issuer, the termination of
the Aggregate Commitments and the repayment, satisfaction or discharge of all Obligations. 
 (d) Evidence of Payments. After any
payment of Taxes by a Loan Party to a Governmental Authority as provided in this Section 3.01, such Loan Party shall deliver to the Administrative Agent for the benefit of the relevant Lender or applicable L/C Issuer or the
Administrative Agent, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent. 
 (e) Status of Lenders; Tax Documentation. 
 (1) Each Lender and L/C Issuer shall deliver to the Borrower and to the Administrative Agent, when reasonably requested by the Borrower or the
Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Borrower or the Administrative
Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to withholding, (B) if applicable, the required rate of withholding or deduction, and (C) such
Lender’s, L/C Issuer’s or Administrative Agent’s entitlement to any available exemption from, or reduction of, applicable withholding in respect of all payments to be made to such Lender, L/C Issuer or Administrative Agent by a Loan
Party pursuant to this Agreement or any other Loan Document, or otherwise to establish such Lender’s, L/C Issuer’s or Administrative Agent’s status for withholding tax purposes in the applicable jurisdiction. 
 (2) Without limiting the generality of the foregoing, 
 (i) any Lender or L/C Issuer that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent (in such number of signed
originals as shall be reasonably requested by the recipient) on or prior to the date on which such “United States person” became a Lender or an L/C Issuer under this Agreement (and from time to time thereafter, upon the request of the
Borrower or the Administrative Agent, but only if such “United States person” is legally able to do so), Internal Revenue Service Form W-9 or such other documentation or 

  

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information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the
Administrative Agent, as the case may be, to determine whether or not such Lender or L/C Issuer is subject to backup withholding or information reporting requirements; and 
 (ii) each Foreign Lender and each L/C Issuer that is not a “United States person” within the meaning of Section 7701(a)(30)
of the Code that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower and the Administrative Agent
(in such number of signed originals as shall be requested by the recipient) on or prior to the date on which such Foreign Lender or L/C Issuer becomes a Lender or an L/C Issuer under this Agreement (and from time to time thereafter upon the request
of the Borrower or the Administrative Agent, but only if such Foreign Lender or L/C Issuer is legally entitled to do so), whichever of the following is applicable: 
 (I) Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party,

 (II) Internal Revenue Service Form W-8ECI (or successor thereto), 
 (III) Internal Revenue Service Form W-8IMY (or successor thereto) and all required supporting documentation, 
 (IV) in the case of a Foreign Lender or L/C Issuer claiming the benefits of the exemption for portfolio interest under Section 881(c) or
871(h) of the Code, (x) a certificate to the effect that such Foreign Lender or L/C Issuer is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower
within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) Internal Revenue Service Form W-8BEN, or 
 (V) any other form prescribed by applicable Laws or such other evidence satisfactory to the Borrower as a basis for claiming exemption
from or a reduction in withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.

 (3) Each Lender, L/C Issuer and Administrative Agent shall promptly (A) notify the Borrower and the Administrative Agent of any
change in circumstances which would modify or render invalid any previously delivered form or documentation or any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable
judgment of such Lender, L/C Issuer or Administrative Agent, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Borrower or the
Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender. Each Lender, L/C Issuer or Administrative Agent that has delivered a form required herein shall, upon the reasonable request of the Borrower or the
Administrative Agent, deliver to the Borrower and the Administrative Agent additional copies of such form (or successor thereto) on or before the date such form expires or becomes obsolete. 
  

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 (4) The Administrative Agent shall deliver to the Borrower, when reasonably requested by the Borrower, a
properly completed and executed applicable IRS form to permit the Borrower to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to U.S. federal withholding tax, (B) if applicable, the
required rate of withholding or deduction of such tax, and (C) the Administrative Agent’s entitlement to any available exemption from, or reduction of, U.S. federal withholding tax in respect of payments to be made to the Administrative
Agent by a Loan Party pursuant to this Agreement or any other Loan Document. 
 (f) Treatment of Certain Refunds. Unless required by
applicable Laws, at no time shall the Administrative Agent or any Loan Party have any obligation to file for or otherwise pursue on behalf of a Lender or an L/C Issuer, or have any obligation to pay to any Lender or any L/C Issuer, any refund of
Taxes or Other Taxes withheld or deducted from funds paid for the account of such Lender or such L/C Issuer, as the case may be. If the Administrative Agent, any Lender or any L/C Issuer determines, in its sole discretion, that it has received a
refund (or a credit against its future tax liability in lieu of a refund) of any Taxes or Other Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section,
it shall pay to such Loan Parties an amount equal to such refund or credit in lieu of a refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Parties under this Section with respect to the Taxes or Other
Taxes giving rise to such refund or credit in lieu of a refund), net of all out-of-pocket expenses incurred by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and without interest (other than any interest paid by the
relevant Governmental Authority with respect to such refund or credit in lieu of a refund); provided that such Loan Parties, upon the request of the Administrative Agent, such Lender or such L/C Issuer, agrees to repay the amount paid over to
such Loan Parties (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or such L/C Issuer in the event the Administrative Agent, such Lender or such L/C Issuer
is required to repay such refund to such Governmental Authority and delivers to such Loan Parties evidence reasonably satisfactory to such Loan Parties of such repayment. This subsection shall not be construed to require the Administrative Agent,
any Lender or any L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party or any other Person. 
 3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the
authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue
Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such 

  

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Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such
notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period
therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower
shall also pay accrued interest on the amount so prepaid or converted. 
 3.03 Inability to Determine Rates. If the Required Lenders
determine for any reason that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest
Period, or (c) the Eurodollar Rate for any requested Interest Period does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender.
Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice; provided that any Eurodollar Rate Loan
outstanding prior to such notice may remain outstanding until the end of the then-applicable Interest Period with respect thereto (without giving effect to any subsequent continuation or conversion). Upon receipt of such notice, the Borrower may
revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified
therein. Upon receipt of such notice, clause (a) of the definition of “Base Rate” shall be modified to read “(a) the Federal Funds Rate plus 1.5%” until the Administrative Agent (upon the instruction of the Required Lenders)
revokes such notice. 
 3.04 Increased Costs; Reserves on Eurodollar Rate Loans. 
 (a) Increased Costs Generally. If any Change in Law shall: 
 (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against
assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e)) or any L/C Issuer; 
 (ii) subject any Lender or any L/C Issuer to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any
participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by
Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or such L/C Issuer); or 
 (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or
participation therein; 
  

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 and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any
Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to
participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such
L/C Issuer, the Borrower will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction
suffered. 
 (b) Capital Requirements. If any Lender or any L/C Issuer determines that any Change in Law affecting such Lender or such
L/C Issuer or any Lending Office of such Lender or such Lender’s or such L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or such L/C
Issuer’s capital or on the capital of such Lender’s or such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by,
such Lender, or the Letters of Credit issued by such L/C Issuer, to a level below that which such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into
consideration such Lender’s or such L/C Issuer’s policies and the policies of such Lender’s or such L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or
such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company for any such reduction suffered. 
 (c) Certificates for Reimbursement. A certificate of a Lender or an L/C Issuer setting forth the amount or amounts necessary to compensate such
Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or such
L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. 
 (d) Delay in
Requests. Failure or delay on the part of any Lender or any L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or such L/C Issuer’s right to demand such
compensation; provided that the Borrower shall not be required to compensate a Lender or an L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to
the date that such Lender or such L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such L/C Issuer’s intention to claim compensation
therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). 
  

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 (e) Reserves on Eurodollar Rate Loans. The Borrower shall pay to each Lender, as long as such
Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid
principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on
each date on which interest is payable on such Loan; provided the Borrower shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to
give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 10 days from receipt of such notice. 
 3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any
loss, cost or expense incurred by it as a result of: 
 (a) any continuation, conversion, payment or prepayment of any Loan
other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); 
 (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert
any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or 
 (c) any assignment of a
Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.13; 
 including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which
such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. 
 For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a
matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded. 
 3.06 Mitigation Obligations; Replacement of Lenders. 
 (a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or a Loan Party is required to pay any additional amount to any Lender, any L/C Issuer, or any
Governmental Authority for the account of any Lender or any L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender or such L/C Issuer shall, as applicable, use
reasonable efforts to designate a 

  

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different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Lender or such L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate
the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or such L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender or such L/C Issuer, as the case may be. 
 (b) Replacement of Lenders. If any Lender requests
compensation under Section 3.04, or if a Loan Party is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrower may replace such
Lender in accordance with Section 10.13. 
 3.07 Survival. All of the Loan Parties’ obligations under this Article
III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, and resignation of the Administrative Agent. 
 ARTICLE IV 
 CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 
 4.01 Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is
subject to satisfaction of the following conditions precedent: 
 (a) The Administrative Agent’s receipt of the
following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Funding Date (or, in the case of
certificates of governmental officials, a recent date before the Funding Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Arrangers: 
 (i) (x) executed counterparts of this Agreement and the Guaranty dated the Signing Date and (y) executed counterpart of the Joinder
(as defined in the Guaranty), the Security Agreement, the Perfection Certificate and the Receivables Intercreditor Agreement dated the Funding Date; in each case sufficient in number for distribution to the Administrative Agent, each Lender and the
Borrower; 
 (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 
  

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 (iii) except as agreed to by the Arrangers in their sole discretion (which may include
agreements to deliver items after the Funding Date), the following personal property collateral requirements: 
 (A) all
certificates, agreements or instruments representing or evidencing the Securities Collateral (as defined in the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; 
 (B) all other certificates, agreements, including Control Agreements (as defined in the Security Agreement), pledge agreements or similar
agreements satisfactory to the Administrative Agent with respect to the jurisdictions set forth on Schedule 4.01(a)(iii)(B) and instruments necessary to perfect the Administrative Agent’s security interest in all Chattel Paper, all
Instruments and all Investment Property of each Loan Party (as each such term is defined in the Security Agreement and to the extent required by the Security Agreement); 
 (C) UCC financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and
United States Copyright Office and such other documents under applicable requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Administrative Agent, desirable to perfect the Liens created, or purported
to be created, by the Collateral Documents; 
 (D) UCC, United States Patent and Trademark Office and United States Copyright
Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as
debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Administrative
Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Liens permitted by Section 7.01); and 
 (E) with respect to each location set forth on Schedule 4.01(a)(iii)(E), a Landlord Access Agreement or Bailee Letter (as such
term is defined in the Security Agreement and to the extent required by the Security Agreement), as applicable; provided that no such Landlord Access Agreement or Bailee Letter shall be required with respect to any real property that could
not be obtained after the Loan Party that is the lessee of such real property or owner of the inventory or other personal property Collateral stored with the bailee thereof, as applicable, shall have used commercially reasonable efforts to do so;

 (iv) evidence acceptable to the Administrative Agent of payment or arrangements for payment by the Loan Parties of all
applicable recording taxes, fees, charges, costs and expenses required for the recording of the Collateral Documents; 
 (v)
except as agreed to by the Arrangers in their sole discretion (which may include agreements to deliver items after the Funding Date), deeds of trust, trust deeds, deeds to secure debt, and mortgages, in substantially the form of
Exhibit G (with such changes as may be satisfactory to the Administrative Agent and its counsel and to 

  

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account for local law matters) and covering the Mortgaged Properties described in clause (a) of the definition of “Mortgaged Property”
(together with the Assignments of Leases and Rents referred to therein and each other mortgage delivered pursuant to Section 6.12, in each case as amended, the “Mortgages”), duly executed by the appropriate Loan Party,
together with: 
 (A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are
in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the Mortgaged Property described therein in favor of
the Administrative Agent for the benefit of the Secured Parties (subject only to the Permitted Encumbrances) and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid or that funds for the payment thereof have
been delivered to the Administrative Agent or its designated agent, for payment of such taxes and fees at the time of the filing or recording of such Mortgages, as applicable, 
 (B) fully paid American Land Title Association Loan Policies of Title Insurance (ALTA Form 2006), in standard form, or such other form
acceptable to the Administrative Agent (the “Mortgage Policies”), with endorsements and in amounts acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent,
insuring the Mortgages to be valid first and subsisting mortgage liens on the real property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting
only Permitted Encumbrances, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents, for mechanics’ and materialmen’s Liens and for zoning of the applicable property; it
being understood that to the extent such zoning endorsements are not available at commercially reasonable rates a Planning and Zoning Resource Corporation Zoning and Site Requirements Summary, in form and substance acceptable to the Administrative
Agent may be delivered in lieu of such endorsements) and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable, 
 (C) Surveys in form and substance reasonably acceptable to the Administrative Agent prepared by a land surveyor duly registered and
licensed in the States in which the properties described in such surveys are located, in form and content sufficient to cause the survey-related “standard exceptions” to be removed from and all survey related endorsements to be issued for
the title insurance policy applicable to such properties, for which all necessary fees (where applicable) have been paid, and dated no more than 180 days before the day of the initial Credit Extension, certified to the Administrative Agent and the
issuer of the Mortgage Policies, 
  

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 (D) evidence that all other action that the Administrative Agent may deem necessary or
desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken, 
 (E) with respect to each Mortgaged Property, copies of all leases in which a Loan Party holds the lessor’s interest or other agreements relating to the possessory interests, if any, to the extent any of the foregoing affect any
Mortgaged Property and provide for rent or equivalent payments in excess of $250,000 or as the Administrative Agent may otherwise request, either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement, and
shall otherwise be acceptable to the Administrative Agent, 
 (F) with respect to each Mortgaged Property, the applicable
Loan Party shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Mortgaged Property, and 
 (G) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood
Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto); 
 (vi) certificate of the secretary or assistant secretary of each Loan Party, dated the Funding Date, certifying (A) that attached
thereto is a true and complete copy of each Organization Document of such Loan Party certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto is a true and
complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings
hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered
in connection herewith on behalf of such Loan Party (together with a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate in this clause (vi)); 
 (vii) a certificate as to the good standing or equivalent of each Loan Party (in so-called “long-form” if available) (except
where the Loan Party’s jurisdiction of organization does not recognize good standing or equivalent status) as of a recent date, from such Secretary of State (or other applicable Governmental Authority); 
 (viii) a favorable opinion of (A) Squire, Sanders & Dempsey L.L.P., counsel to the Loan Parties, addressed to the
Administrative Agent and each Lender, as to the matters set forth in Exhibit I-1 with such changes thereto, and with respect to such other matters concerning the Loan Parties and the Loan Documents, as the Arrangers may reasonably request and
(B) in-house counsel to each Loan Party, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit I-2 with such changes thereto, and with respect to such other matters concerning the Loan Parties and
the Loan Documents, as the Arrangers may reasonably request; 
  

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 (ix) a favorable opinion of each local counsel listed on Schedule 4.01(a)(ix), in
each case, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit I-3 with such changes thereto, and with respect to such other matters concerning the Loan Parties and the Loan Documents, as the
Arrangers may reasonably request; 
 (x) a certificate of a Responsible Officer of each Loan Party (A) confirming that
all consents, licenses and approvals to the extent required by the terms of the Merger Agreement in connection with the consummation of the Merger have been obtained and either (B) attaching copies of all consents, licenses and approvals (other
than those described in clause (A) above) required in connection with the consummation by such Loan Party of the Credit Transaction and the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the
Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (C) stating that no such consents, licenses or approvals are so required; 
 (xi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections
4.01(e), (f), (g), (h) and (i) and 4.02(a), (b) and (d) have been satisfied; and (B) a calculation of the Consolidated Leverage Ratio as of the last day of the fiscal
quarter of the Borrower most recently ended prior to the Funding Date; 
 (xii) a business plan and budget of the Borrower and
its Subsidiaries on a consolidated basis, including forecasts prepared by management of the Borrower, of consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries on a quarterly basis for
the first year following the Funding Date; 
 (xiii) evidence that all insurance required to be maintained pursuant to the
Loan Documents has been obtained (including, without limitation, flood insurance) and is in effect, together with the certificates of insurance in form and substance satisfactory to the Administrative Agent, naming the Administrative Agent, on
behalf of the Lenders, as an additional insured or loss payee and mortgagee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; 
 (xiv) certified copies of each of the Related Documents, duly executed by the parties thereto, together with all agreements, instruments
and other documents delivered in connection therewith as the Administrative Agent shall request; 
 (xv) “Pay-off”
letters in form and substance reasonably satisfactory to the Administrative Agent with respect to the Existing Credit Agreements having been, or concurrently with the Funding Date are being, terminated and all Liens securing obligations under the
Existing Credit Agreements have been, or concurrently with the Funding Date are being, released; and 
  

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 (xvi) such other assurances, certificates, documents, consents or opinions as the
Administrative Agent, any L/C Issuer or any Arranger reasonably may require. 
 (b) (i) All fees required to be paid to the
Administrative Agent and the Arrangers on or before the Funding Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Funding Date shall have been paid. 
 (c) The Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such
counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Funding Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges
and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 
 (d) The Funding Date shall have occurred on or before December 31, 2008. 
 (e) After giving effect to the Transaction, the Borrower and its Subsidiaries shall have outstanding no Indebtedness or preferred stock
other than (i) the Loans and other Credit Extensions, (ii) the Senior Notes and/or Bridge Facility, (iii) any Permitted Receivables Facility and (iv) other Indebtedness listed on Schedule 7.02. Without limitation of the
foregoing, the currency swap agreement, dated October 14, 2008, among the Borrower and the Arrangers (or Affiliates thereof) in a notional amount of approximately €420,000,000 will be terminated on, and as a condition to, funding on the
Funding Date. 
 (f) The Merger Agreement shall not have been altered, amended or otherwise changed or supplemented or any
condition therein consented to or waived without the prior written consent of the Arrangers (other than a waiver by the Acquired Business of the condition set forth in Section 7.03(c) of the Merger Agreement and other than any other such
alterations, amendments, changes, supplements, consents or waivers that are not materially adverse individually or in the aggregate to the interests of the Arrangers or Lenders). The Merger shall have been or shall concurrently be consummated in
accordance with the terms of the Merger Agreement, as its provisions may from time to time have been altered, amended, changed, supplemented, consented to or waived in accordance with this Section 4.01(f); and the Administrative Agent
shall have received, or shall receive concurrently, certified copies of a certificate of merger or other confirmation satisfactory to the Arrangers of the consummation of the Merger from the Secretary of State of the State of Delaware. 

(g) The Borrower shall have received or shall concurrently receive not less than an aggregate of $750,000,000 in (i) gross cash
proceeds from the sale of the Senior Notes or (ii) gross cash proceeds of the Bridge Facility or (iii) a combination of both (provided that such amount shall be subject to reallocation as set forth in the fourth paragraph of
Section 10.01). 
  

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 (h) Prior to and during the syndication of the Facilities, there shall have been no
offering, placement or arrangement of any debt by or on behalf of any Loan Party (other than the Concurrent Trade Receivables Facilities, Senior Notes or with respect to Indebtedness listed on Schedule 7.02). 
 (i) No Closing Date Acquired Business Material Adverse Effect shall have occurred since July 10, 2008 and be continuing. 

(j) On the Funding Date and immediately prior to giving effect to the Merger, the representations and warranties with respect to the
Acquired Business and its Subsidiaries shall be true and correct to the extent required by the condition set forth in Section 7.02(a) of the Merger Agreement. 
 Notwithstanding the foregoing, but without limiting the Arrangers’ discretion in respect to certain items described above, the items identified on Schedule 6.21 may be delivered after the Funding Date
pursuant to Section 6.21 and Schedule 6.21. 
 Without limiting the generality of the provisions of the last paragraph of
Section 9.03, 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 Funding Date
specifying its objection thereto. 
 4.02 Conditions to All Credit Extensions. The obligation of each Lender to honor any Request for
Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans), including on the Funding Date, is subject to the following conditions precedent: 

(a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan
Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct 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 (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse
Effect” shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be
deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively; provided that, notwithstanding the foregoing, solely for purposes of the initial Credit Extension on the Funding Date,
the representations and warranties shall be limited to the following: (i) those representations and warranties in respect of the Borrower and its Subsidiaries contained in Sections 5.01, 5.02, 5.03, 5.04, 5.05
(but excluding Section 5.05(c)), 5.06, 5.07, 5.08, 5.09, 5.10, 5.11, 5.12, 5.14, 5.15, 5.16, 5.18, 5.21, and 5.22 shall be true and correct in all
material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse 

  

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Effect” shall be true and correct in all respects), and (ii) those representations and warranties in respect of the Acquired Business and its
Subsidiaries contained in Sections 5.01, 5.02, 5.14, 5.16, 5.18 and 5.21 shall be true and correct in all material respects (except that any representation and warranty that is qualified as to
“materiality” or “Material Adverse Effect” shall be true and correct in all respects) and provided, further that if the Borrower cannot make a representation and warranty contained in clause (i), the Borrower
can make the corresponding representation and warranty contained in the Existing Borrower Credit Agreement with such conforming changes to the applicable representation and warranty of the Existing Borrower Credit Agreement as the Borrower and
Arrangers may reasonably agree, and such representation and warranty shall be set forth in the certificate delivered on the Funding Date pursuant to Section 4.01(a)(xi). 
 (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof;
provided that solely for purposes of the initial Credit Extension on the Funding Date, no Default shall have occurred and be continuing under Sections 8.01(a), (f), or (j) and no Event of Default shall have occurred
and be continuing. 
 (c) The Administrative Agent and, if applicable, an L/C Issuer shall have received a Request for Credit
Extension in accordance with the requirements hereof. 
 (d) In the case of a Revolving Credit Borrowing, after giving effect
to such Revolving Credit Borrowing, the Borrower or its U.S. Subsidiaries shall not hold in excess of $300,000,000 in cash or Cash Equivalents. 
 Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and
warranty that the conditions specified in Sections 4.02(a), (b) and (d) have been satisfied on and as of the date of the applicable Credit Extension. 
 ARTICLE V 
 REPRESENTATIONS AND WARRANTIES 
 The Borrower represents and warrants to the Administrative Agent and the Lenders that (provided that (i) to the extent any such
representation or warranty relates to the Acquired Business or any of its Subsidiaries, such representation or warranty is not made on the Signing Date, but shall be made on and after the Funding Date and (ii) the Borrower shall be permitted to
update the Schedules to this Agreement on or prior to the initial borrowings on the Funding Date, so long as any such updates are satisfactory to the Arrangers): 
 5.01 Existence, Qualification and Power. Each Loan Party and each of its Material Subsidiaries (a) is duly organized or formed, legally and validly existing and, as applicable, in good standing under the
Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its
business and (ii) execute, deliver and perform its obligations under the Loan Documents and Related Documents to which it is a party 

  

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and consummate the Transaction, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where
its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so would not reasonably be expected to
have a Material Adverse Effect. 
 5.02 Authorization; No Contravention. As of the Signing Date, the execution, delivery and
performance by the Borrower of this Agreement and each Related Document to which it is or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of
any of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation under a material
contract to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the
Borrower or its property is subject; or (c) violate any Law. As of the Funding Date, the execution, delivery and performance by each Loan Party of each Loan Document and Related Document to which such Person is or is to be a party have been
duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of,
or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation under a material contract to which such Person is a party or affecting such Person or the properties of such Person or any of its
Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law. 
 5.03 Governmental Authorization; Other Consents. On and after the Funding Date, except as already obtained, no approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person will be necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan
Party of this Agreement or any other Loan Document or Related Document, or for the consummation of the Credit Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) except as
required by Sections 4.01, 6.12 and 6.15, the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (d) the exercise by the Administrative Agent or
any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except that certain filings with the Federal Communications Commission (the “FCC”) may be required in
connection with the grant of a security interest in FCC licenses and the exercise of remedies thereunder. As of the Funding Date, all applicable waiting periods in connection with the Credit Transaction have expired without any action having been
taken by any Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Credit Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any
Lien on, any properties now owned or hereafter acquired by any of them. As of the Funding Date, the Merger shall be consummated in accordance with the Merger Agreement and applicable Law. 
 5.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered
by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto
in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of affecting creditors’ rights generally and subject to general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law). 
  

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 5.05 Financial Statements; No Material Adverse Effect. 
 (a) The Audited Financial Statements with respect to the Borrower, and, to the Borrower’s knowledge, the Audited Financial Statements with respect
to the Acquired Business (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its
Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries and of the Acquired Business and its Subsidiaries as of the date thereof,
including liabilities for taxes, material commitments and Indebtedness. 
 (b) (i) The unaudited consolidated and consolidating balance
sheets of the Borrower and its Subsidiaries dated June 30, 2008, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (x) were
prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (y) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof
and their results of operations for the period covered thereby, subject, in the case of clauses (x) and (y), to the absence of footnotes and to normal year-end audit adjustments and (ii) to the Borrower’s knowledge, the unaudited
consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2008, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the
fiscal quarter ended on that date (x) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (y) fairly present the financial condition of the
Acquired Business and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (x) and (y), to the absence of footnotes and to normal year-end audit adjustments.
Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries and the Acquired Business and its consolidated Subsidiaries as of the date of such financial
statements, including liabilities for taxes, material contracts and Indebtedness. 
 (c) Since the Signing Date, 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. 
 (d)
The consolidated and consolidating pro forma balance sheets of the Borrower and its Subsidiaries as at June 30, 2008 and the related consolidated and consolidating pro forma statements of income and cash flows of the Borrower and its
Subsidiaries for the nine months then ended, certified by the chief financial officer or treasurer of the Borrower, copies of which have been furnished to each Lender, fairly present the consolidated and consolidating pro forma financial
condition of the Borrower and its Subsidiaries as at such date and the consolidated and consolidating pro forma results of operations of the Borrower and its Subsidiaries for the period ended on such date, in each case giving effect to the
Transaction, all in accordance with GAAP. 
  

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 (e) (i) The consolidated and consolidating forecasted balance sheets, statements of income and cash flows
of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 were prepared in good faith and on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of
delivery of such forecasts, and represented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performance; and (ii) the consolidated and consolidating forecasted balance sheets, statements of
income and cash flows of the Acquired Business and its Subsidiaries delivered pursuant to Section 4.01 were, to the Borrower’s knowledge, prepared in good faith and on the basis of the assumptions stated therein, which assumptions
were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performance. 
 5.06 Litigation. Except as set forth on Schedule 5.06, there are no actions, suits, proceedings, claims or disputes pending or, to the
knowledge of the Borrower, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) purport
to affect or pertain to this Agreement, any other Loan Document, any Related Document or the consummation of the Transaction, or (b) either individually or in the aggregate, if determined adversely, would reasonably be expected to have a
Material Adverse Effect. 
 5.07 No Default. Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to,
or a party to, any Contractual Obligation that would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the
transactions contemplated by this Agreement or any other Loan Document. 
 5.08 Ownership of Property; Liens; Investments. 

(a) Each Loan Party and each of its Subsidiaries has good and marketable title in fee simple to, or valid leasehold interests in, all real property
necessary or used in the ordinary conduct of its business, except for such defects in title as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 
 (b) The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Permitted Encumbrances, Liens securing Indebtedness
or other obligations less than $1,000,000 individually and Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. 
 (c) As of the date of the Perfection Certificate (which term for the purposes of this Article 5 shall be deemed to mean the Perfection Certificate, as most recently updated pursuant to this Agreement or another
Loan Document), Schedule 7(a) of the Perfection Certificate, sets forth a complete and accurate list of all items required by such schedule including real property owned by each Loan Party and each of its Material Domestic Subsidiaries, showing, in
each 

  

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case, as of the Signing Date the street address, county or other relevant jurisdiction, state, record owner, the value according to the applicable tax
valuation thereof and (with respect to properties having an insurance replacement value greater than $10,000,000) the insurance replacement value thereof. 
 (d) (i) As of the date of the Perfection Certificate, Schedule 7(a) of the Perfection Certificate sets forth a complete and accurate list of all leases required to be disclosed thereon of real property under which any
Loan Party or any Material Subsidiary of a Loan Party is the lessee, showing as of the Signing Date the street address, county or other relevant jurisdiction, state, lessor and lessee. Each such lease is the legal, valid and binding obligation of
the lessor thereof, enforceable in accordance with its terms. 
 (ii) As of the date of the Perfection Certificate, Schedule
7(a) of the Perfection Certificate sets forth a complete and accurate list of all leases of Mortgaged Property under which any Loan Party or any Material Subsidiary of a Loan Party is the lessor, showing as of the Signing Date the street address,
county or other relevant jurisdiction, state, lessor and lessee. Each such lease is the legal, valid and binding obligation of the lessee thereof, enforceable in accordance with its terms. 
 (e) Schedule 5.08(e) sets forth a complete and accurate list of all Investments in excess of $5,000,000 held by any Loan Party on the Signing
Date, showing as of the Signing Date the amount, obligor or issuer and maturity, if any, thereof. 
 5.09 Environmental Matters.

 (a) Except as set forth on Schedule 5.09 or except as, individually or in the aggregate, would not reasonably be expected to result
in a Material Adverse Effect: 
 (i) The Borrower and its Subsidiaries and their businesses, operations, facilities and
property are in compliance with, and the Borrower and its Subsidiaries have no liability under, any Environmental Laws; 
 (ii) The Borrower and its Subsidiaries have obtained all Environmental Permits required for the conduct of their businesses and operations, and the ownership, operation and use of their facilities and property, under Environmental Laws, and
all such Environmental Permits are valid and in good standing; 
 (iii) (A) There has been no Release or, to the knowledge of
the Borrower, threatened Release of Hazardous Materials on, at, under or from any property or facility presently owned, leased or operated by the Borrower and its Subsidiaries during the period of time when such property or facility was owned,
leased or operated by the Borrower and its Subsidiaries, that could reasonably be expected to result in liability of the Borrower or any Subsidiary under or noncompliance by the Borrower or any Subsidiary with any Environmental Law and (B) to
the knowledge of the Borrower, there has been no Release or threatened Release of Hazardous Materials on, at, under or from any property or facility owned, leased or operated by the Borrower and its Subsidiaries during the period of time when such
property or facility was not owned, leased or operated by the Borrower and its Subsidiaries, that could reasonably be expected to result in liability of the Borrower or any Subsidiary under or noncompliance by the Borrower or any Subsidiary with any
Environmental Law; 
  

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 (iv) There is no claim, notice, suit, action, complaint, demand or proceeding pending or,
to the knowledge of the Borrower and its Subsidiaries threatened, against the Borrower or its Subsidiaries alleging actual or potential liability under or violation of any Environmental Law (an “Environmental Claim”), and, to the
knowledge of the Borrower, there are no actions, activities, occurrences, conditions, or incidents that could reasonably be expected to form the basis of such an Environmental Claim; 
 (v) To the knowledge of the Borrower, no Person with an indemnity or contribution obligation to the Borrower or any of its Subsidiaries
relating to compliance with or liability under any Environmental Law is in default with respect to such obligation; and 
 (vi) Neither the Borrower nor any of its Subsidiaries is currently obligated to perform any action or otherwise incur any expense under any Environmental Law pursuant to any Environmental Permit, order, decree, judgment or agreement by
which it is bound or has assumed by contract or agreement, and none of them is conducting or financing, in whole or in part, any investigation, response or other corrective action pursuant to any Environmental Law at any facility or location.

 (b) Except as set forth in Schedule 5.09, no Lien has been recorded or, to the knowledge of the Borrower and its Subsidiaries
threatened, under any Environmental Law with respect to any real property or other assets currently owned by the Borrower or any of its Material Subsidiaries. 
 5.10 Insurance. The properties of the Borrower and its Material Subsidiaries are insured with (i) financially sound and reputable insurance companies and (ii) insurance companies that are not
Affiliates of the Borrower (other than Ashmont Insurance Company, Inc., which is an Affiliate of the Borrower, the Subsidiaries of Ashmont Insurance Company, Inc. and their respective successors and assigns), in such amounts, with such deductibles
and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Material Subsidiary operates. No Mortgage encumbers improved real property
that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such
Act has been obtained in accordance with Section 6.07. 
 5.11 Taxes. The Borrower and its Subsidiaries have filed all
Federal, state and other tax returns and reports required to be filed, and have paid all Federal, state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due
and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted, which suspend enforcement or collection of the claim in question and for which adequate reserves have been provided in accordance with
GAAP, except, where the failure to do so would not reasonably be expected, individually or in 

  

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the aggregate, to have a Material Adverse Effect. There are no proposed tax assessments against the Borrower or any Subsidiary that would, if made,
individually or in the aggregate, have a Material Adverse Effect. Except as set forth on Schedule 5.11, neither any Loan Party nor any Domestic Subsidiary thereof is party to any tax sharing agreement. The Merger will not be taxable to the
Borrower or any of its Subsidiaries. 
 5.12 ERISA Compliance. 
 (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws. Each Plan that
is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by or will be timely filed according to the applicable
determination letter cycle with the IRS with respect thereto and, to the best knowledge of the Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification. 
 (b) There are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with
respect to any Plan that would reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or would reasonably be
expected to result in a Material Adverse Effect. 
 (c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no
Pension Plan has been determined to be, or is expected to be, in “at risk” status (within the meaning of Section 430 of the Code), whose accumulated benefit obligation as determined under Financial Accounting Standard 87 is greater
than or equal to $30,000,000; (iii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would
result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (iv) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of
ERISA. 
 (d) Except where the failure to do so, either individually or in the aggregate, would not reasonably be expected to have a Material
Adverse Effect, with respect to each scheme or arrangement mandated by a government other than the United States (a “Foreign Government Scheme or Arrangement”) and with respect to each employee benefit plan maintained or contributed
to by any Loan Party or any Subsidiary of any Loan Party that is not subject to United States law (a “Foreign Plan”): 
 (i) any employer and employee contributions required by law or by the terms of any Foreign Government Scheme or Arrangement or any Foreign Plan have been made, or, if applicable, accrued, in accordance with normal
accounting practices; 
 (ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer
for any Foreign Plan funded through insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the Signing Date, with


  

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respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for
such obligations in accordance with applicable generally accepted accounting principles; and 
 (iii) each Foreign Plan
required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. 
 5.13
Subsidiaries; Equity Interests; Loan Parties. No Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 1(a) of the Perfection Certificate and all of the outstanding Equity Interests in such Subsidiaries that are
Pledged Collateral have been validly issued, are fully paid and non-assessable and are owned by a Loan Party in the amounts specified on Schedules 9(a) and 9(b) to the Perfection Certificate free and clear of all Liens except those created under the
Collateral Documents. No Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Schedules 9(a) or 9(b) to the Perfection Certificate. All of the outstanding Equity Interests in the
Borrower have been validly issued, are fully paid and non-assessable. On and after the Funding Date as and when required by Section 6.12, all Subsidiaries (other than CFCs, Immaterial Subsidiaries and Special Purpose Finance
Subsidiaries) are Loan Parties. Set forth on Schedules 9(a) or 9(b) to the Perfection Certificate is a complete and accurate list of all Loan Parties, showing as of the Signing Date (as to each Loan Party) the jurisdiction of its organization, the
address of its principal place of business and its U.S. taxpayer identification number or, in the case of any Loan Party that is not organized under the laws of one of the states of the United States of America that does not have a U.S. taxpayer
identification number, its unique identification number issued to it by the jurisdiction of its incorporation. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to Section 4.01(a)(vi) is a true and
correct copy of each such document, each of which is valid and in full force and effect. 
 5.14 Margin Regulations; Investment Company
Act. 
 (a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of
purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. 
 (b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940. 
 5.15 Disclosure. The Borrower has disclosed to the Administrative Agent and the Lenders all corporate or other restrictions to which it or any of
its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished
(whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan
Document (in each case as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, 

  

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in the light of the circumstances under which they were made, not 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. 
 5.16 Compliance with Laws. Except as disclosed in Schedule 5.09, each Loan Party and each Subsidiary thereof is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and
decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the
failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 
 5.17 Intellectual Property; Licenses, Etc. Each Loan Party and each of its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and
other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, except where the failure to own or
possess the right to use such IP Rights would not reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now
employed, or now contemplated to be employed, by any Loan Party or any of its Subsidiaries infringes upon any rights held by any other Person except where such infringements, individually or in the aggregate, would not reasonably be expected to have
a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, would reasonably be expected to have a Material
Adverse Effect. 
 5.18 Solvency. After giving effect to the Transactions, (i) the Borrower is, individually and together with
its Subsidiaries on a consolidated basis, Solvent and (ii) the Acquired Business is, individually and together with its Subsidiaries on a consolidated basis, Solvent. 
 5.19 Casualty, Etc. Neither the businesses nor the properties of any Loan Party or any of its Subsidiaries are affected by any fire, explosion,
accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that, either individually or in the aggregate, would reasonably be
expected to have a Material Adverse Effect. 
 5.20 Labor Matters. As of the Signing Date, except as set forth on Schedule
5.20, there are no collective bargaining agreements or Multiemployer Plans covering the employees of the Borrower or any of its Subsidiaries as of the Signing Date and neither the Borrower nor any Subsidiary has suffered any strikes, walkouts,
work stoppages or other material labor difficulty within the last five years. The hours worked by and payments made to employees of the Borrower or any of its Subsidiaries have not been in violation in any material respect of the Fair Labor
Standards Act or any other applicable federal, state, local or foreign law dealing with such matters where such violation, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. 
  

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 5.21 Collateral Documents. On and after the Funding Date: 
 (a) The Security Agreement is effective to create in favor of the Administrative Agent for the benefit of the Secured Parties, legal, valid and
enforceable Liens on, and security interests in, the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 5 to the Perfection Certificate and
(ii) upon the taking of possession or control by the Administrative Agent of the Security Agreement 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 Administrative Agent to the extent possession or control by the Administrative Agent is required by the Security Agreement), the Liens created by the Security Agreement shall constitute fully perfected Liens on, and security interests in, all
right, title and interest of the grantors in the Security Agreement Collateral (other than such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant
jurisdiction or is not required to be perfected pursuant to this Agreement or any other Loan Document), in each case subject to no Liens other than Liens permitted under the Loan Documents. 
 (b) When the Security Agreement or a short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office,
the Liens created by such Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents (as defined in the Security Agreement) registered or applied for
with the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Liens
permitted under the Loan Documents. 
 (c) Each Mortgage is effective to create, in favor of the Administrative Agent, for its benefit and
the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof,
subject only to Permitted Encumbrances, and when the Mortgages are filed in the offices specified on Schedule 7(a) to the Perfection Certificate dated the Funding Date (or, in the case of any Mortgage executed and delivered after the date thereof in
accordance with the provisions of Sections 6.12 and 6.15, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.12 and
6.15), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any
other Person, other than Permitted Encumbrances. 
 (d) Each Collateral Document delivered pursuant to Sections 6.12 and 6.15
will, upon execution and delivery thereof, be effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right,
title and interest in and to the Collateral thereunder, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and (ii) upon the taking of possession or control by the
Administrative Agent of such Collateral with respect to which a security interest may be perfected only by 

  

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possession or control (which possession or control shall be given to the Administrative Agent to the extent required by any Collateral Document or is not
required to be perfected pursuant to this Agreement or any other Loan Document), such Collateral Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral, in
each case subject to no Liens other than the Liens permitted under the Loan Documents, as the foregoing is warranted in, as applicable, paragraph (a), (b) or (c) of this Section 5.21. 
 5.22 Reportable Transactions. Neither the Borrower nor any of its Subsidiaries expects to identify one or more of the Loans under this Agreement
as a “reportable transaction” on IRS Form 8886 filed with the U.S. tax returns for purposes of Section 6011, 6111 or 6112 of the Code or the Treasury Regulations promulgated thereunder. 
 ARTICLE VI 
 AFFIRMATIVE COVENANTS 

From and after the Funding Date, so long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid
or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, 6.03 and 6.11) cause each Subsidiary to:

 6.01 Financial Statements. Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the
Administrative Agent: 
 (a) promptly when available, but in any event within 90 days after the end of each fiscal year of the
Borrower (commencing with the fiscal year ended September 30, 2008), a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated and consolidating
statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in
accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and
opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, and such
consolidating statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower to the effect that such statements are fairly stated in all material respects when considered in relation to
the consolidated financial statements of the Borrower and its Subsidiaries; and 
 (b) promptly when available, but in any
event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ending December 31, 2008), a consolidated and consolidating balance sheet of the Borrower and
its Subsidiaries as at the end of such fiscal quarter, and the related consolidated and consolidating statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal quarter and for the portion of the 

  

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Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous
fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower as fairly
presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes and such
consolidating statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower to the effect that such statements are fairly stated in all material respects when considered in relation to
the consolidated financial statements of the Borrower and its Subsidiaries. 
 As to any information contained in materials furnished
pursuant to Section 6.02(d), the Borrower shall not be separately required to furnish such information under Section 6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the
Borrower to furnish the information and materials described in Sections 6.01(a) and (b) above at the times specified therein. 
 6.02 Certificates; Other Information. Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent: 
 (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a), to the extent obtainable with
commercially reasonable efforts, a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default under the
financial covenants set forth herein or, if any such Default shall exist, stating the nature and status of such event; 
 (b)
concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of
the Borrower; 
 (c) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit
reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of any Loan Party by independent accountants in connection with the accounts or books of any Loan Party or any of
its Subsidiaries, or any audit of any of them; 
 (d) promptly after the same are available, copies of each annual report,
proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file
with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; 
  

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 (e) promptly after the furnishing thereof, copies of any statement or report furnished to
any holder of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01
or any other clause of this Section 6.02; 
 (f) promptly, but in any event within 30 days after the end of each
fiscal year of the Borrower, a report summarizing the material insurance coverage with respect to property and/or risks located in the United States (specifying type, amount and carrier) in effect for each Loan Party and its Material Subsidiaries
and containing such additional information as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably specify; 
 (g) promptly, and in any event within five Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in
any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof, to the extent permitted by
Law; 
 (h) not later than five Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of all
notices, requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any Related Document or instrument, indenture, loan or credit or similar agreement and, from time to time upon request by
the Administrative Agent, such information and reports regarding the Related Documents and such instruments, indentures and loan and credit and similar agreements as the Administrative Agent may reasonably request; 
 (i) promptly after the assertion or occurrence thereof, notice of any action or proceeding pursuant to any Environmental Law against or of
any claimed noncompliance by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that would (i) reasonably be expected to have a Material Adverse Effect or (ii) cause any property described in the
Mortgages to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law; provided, however, that no such notice shall be required under clause (ii), above, if the restriction on occupancy or use is
immaterial in nature, in the reasonable judgment of the Borrower; 
 (j) concurrently with the delivery of financial
statements pursuant to Section 6.01(a), deliver to the Administrative Agent a Perfection Certificate Supplement (or a certificate confirming that there has been no change in information since the date of the Perfection Certificate or
latest Perfection Certificate Supplement) and a certificate of a Responsible Officer and the chief legal officer of the Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings,
recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary
to protect and perfect the security interests and Liens under the Collateral Documents for a period of not less 

  

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than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period and
except to the extent that perfection is not then required pursuant to any provision of this Agreement or any other Loan Document); 
 (k) promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan Party or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any
Lender may from time to time reasonably request; and 
 (l) (A) Upon request by the Administrative Agent, copies of:
(i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any Subsidiary or any ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) the most recent
actuarial valuation report for each Pension Plan; (iii) all notices received by the Borrower, any Subsidiary or any ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other
documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request; and (B) promptly following any request therefor, copies of (i) any documents described in Section 101(k) of ERISA
that the Borrower, any Subsidiary or any ERISA Affiliate may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l) of ERISA that the Borrower, any Subsidiary or any ERISA Affiliate may request with
respect to any Multiemployer Plan; provided that if such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan have not been requested, the applicable entity shall promptly make a request for such
documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof. 
 Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered
electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on
Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website
or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a
written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such
documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper
copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of
the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its
copies of such documents. 
  

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 The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make
available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar
electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its
Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially
reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall
mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C
Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and
state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC”
are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the 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.” 
 6.03 Notices. Promptly following a Responsible Officer’s knowledge thereof, notify the Administrative Agent: 
 (a) of the occurrence of any Default; 
 (b) of any matter that has resulted or would reasonably be expected to
result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of the Borrower or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension
between the Borrower or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any applicable
Environmental Laws; 
 (c) of the occurrence of any ERISA Event; 
 (d) of any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof, including
any determination by the Borrower referred to in Section 2.10(b); 
  

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 (e) of the (i) occurrence of any Disposition of property or assets for which the
Borrower is required to make a mandatory prepayment pursuant to Section 2.05(b)(ii), (ii) incurrence or issuance of any Indebtedness for which the Borrower is required to make a mandatory prepayment pursuant to
Section 2.05(b)(iii), and (iii) receipt of any Extraordinary Receipt for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.05(b)(iv); and 
 (f) of any announcement by a Rating Agency of any change in a Debt Rating, including outlook. 
 Each notice pursuant to Section 6.03 (other than Section 6.03(e) or (f)) shall be accompanied by a statement of a
Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall
describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached. 
 6.04 Payment
of Obligations. Pay and discharge as the same shall become due and payable, all its material obligations and liabilities, including (a) all material tax liabilities, assessments and governmental charges or levies upon it or its properties
or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary, if such contest suspends enforcement
or collection of the claim in question; (b) all lawful claims before by law they become a Lien upon its property that would cause a breach of Section 7.01; and (c) all Indebtedness that exceeds the Threshold Amount, as and when due
and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness. 
 6.05
Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect the Borrower’s and its Material Subsidiaries’ legal existence and good standing (or equivalent status) under the Laws of the jurisdiction of
its organization except in a transaction permitted by Section 7.04 or 7.05; provided, however, that the Borrower and its Subsidiaries may consummate the Merger and any other merger or consolidation permitted under
Section 7.04; (b) take all reasonable action to maintain all rights, privileges, permits, licenses, approvals and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so
would not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which would reasonably be expected to have a
Material Adverse Effect. 
 6.06 Maintenance of Properties. 
 (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and
condition, ordinary wear and tear excepted; and 
 (b) make all necessary repairs thereto and renewals and replacements thereof; and

  

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 (c) use a standard of care typical in the industry in the operation and maintenance of its facilities, in
the case of each of (a), (b) and (c), except where the failure to do so would not reasonably be expected to have a Material Adverse Effect. 
 6.07 Maintenance of Insurance. 
 (a) Maintain with (i) financially sound and reputable insurance companies and
(ii) insurance companies that are not Affiliates of the Borrower (other than Ashmont Insurance Company, Inc., which is an Affiliate of the Borrower, the Subsidiaries of Ashmont Insurance Company, Inc. and their respective successors and
assigns), insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by companies engaged in the same or similar business, of such types and in such amounts as are customarily carried under
similar circumstances by such other companies. 
 (b) All such insurance shall (i) provide that no cancellation, material reduction in
amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Administrative Agent of written notice thereof, (ii) name the Administrative Agent as mortgagee (in the case of property insurance) or
additional insured on behalf of the Secured Parties (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable in the case of insurance relating to Collateral and (iii) be reasonably satisfactory in
all other respects to the Administrative Agent. 
 (c) If any portion of any Mortgaged Property is at any time located in an area identified
by the Federal Emergency Management Agency (or any successor agency) as a Special Flood Hazard Area with respect to which flood insurance has been made available under the National Food Insurance Act of 1968 (as now or hereafter in effect or
successor act thereto), then the Borrower shall, or shall cause each Loan Party to (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in such amounts at least sufficient to comply with all
applicable rules and regulations promulgated pursuant to the Flood Insurance Laws, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where
the Borrower or the applicable Material Subsidiary operates and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent. 
 (d) No Loan Party that is an owner of Mortgaged Property shall take any action that is reasonably likely to be the basis for termination, revocation or
denial of any insurance coverage required to be maintained under such Loan Party’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect of the Mortgaged Property, and each
Loan Party shall otherwise comply in all material respects with all Insurance Requirements in respect of the Mortgaged Property; provided that each Loan party may, at its own expense and after written notice to the Administrative Agent,
(i) contest the applicability or enforceability of any such Insurance Requirement by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under
this Section 6.07 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying with the provisions of this Section 6.07. 
  

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 6.08 Compliance with Laws. Comply in all material respects with the requirements of all Laws and
all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate
proceedings diligently conducted; or (b) the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect. 
 6.09 Books and Records. 
 Maintain proper books of record and account, in which full, true and correct entries in material
conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be; and (b) maintain such books of record and account in
material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or such Subsidiary, as the case may be. 
 6.10 Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of
its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers, and independent public accountants, all at the expense of
the Borrower and at such reasonable times during normal business hours and reasonable frequency, upon reasonable advance notice to the Borrower; provided, however, that when an Event of Default exists the Administrative Agent or any
Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice. 
 6.11 Use of Proceeds. Use the proceeds of the Credit Extensions (i) to finance the Merger and the Refinancing, (ii) to pay fees and
expenses incurred in connection with the Transaction and (iii) to provide ongoing working capital and for general corporate purposes not in contravention of any Law or of any Loan Document. 
 6.12 Covenant to Guarantee Obligations and Give Security. 
 (a) Subject to this Section 6.12, with respect to any property acquired after the Funding Date by any Loan Party that is intended to be subject to the Lien created by any of the Collateral Documents but is
not so subject, promptly (and in any event within 30 days after the acquisition thereof) (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Collateral Documents or such other documents as the
Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Liens permitted under the Loan
Documents, and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Collateral Document in accordance with all applicable requirements of Law, including the filing of financing statements in
such jurisdictions as may be reasonably requested by the Administrative Agent. The Borrower shall otherwise take such actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent shall require to confirm
the validity, perfection and priority of the Lien of the Collateral Documents on such after-acquired properties. 
  

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 (b) With respect to any Person that is or becomes a Subsidiary (other than an Immaterial Subsidiary or
Special Purpose Finance Subsidiary) after the Funding Date or any Subsidiary that ceases to be an Immaterial Subsidiary or Special Purpose Finance Subsidiary, promptly (and in any event (A) within 30 days after such Person becomes a Subsidiary
or (B) within 30 days after financial statements have been delivered pursuant to Section 6.01 (commencing with the financial statements for the quarter ending December 31, 2008) indicating that such Subsidiary has ceased to be
an Immaterial Subsidiary or Special Purpose Finance Subsidiary, as the case may be) (i) deliver to the Administrative Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary (other than a Foreign Holdco or
other Subsidiary to the extent the pledge of Equity Interests thereof would be prohibited by applicable law ) that are directly owned by the Borrower or a Guarantor, together with undated stock powers or other appropriate instruments of transfer
executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Subsidiary to any Loan Party together with instruments of transfer executed and delivered in blank by
a duly authorized officer of such Loan Party and (ii) cause such new Subsidiary (other than a CFC or other Subsidiary to the extent a Guaranty by it would be prohibited by applicable law) (A) to execute a joinder agreement to the Guaranty
or such comparable documentation to become a Guarantor and a joinder agreement to the applicable Security Agreement, substantially in the form annexed thereto (provided that, in the case of any Foreign Holdco, recourse on any Guarantee by
such Foreign Holdco shall be limited to the Collateral pledged by such Foreign Holdco and may be limited to the extent required by the law of such Foreign Holdco’s jurisdiction of organization) and (B) to take all actions necessary or
advisable in the opinion of the Administrative Agent to cause the Lien created by the applicable Security Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable requirements of Law, including the
filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. Notwithstanding the foregoing, the Equity Interests required to be delivered to the Administrative Agent pursuant to clause (i) of
this Section 6.12(b) shall not include any Equity Interests of a Foreign Holdco or of a CFC created or acquired after the Funding Date other than (A) Voting Stock of any Subsidiary which is a first-tier CFC or Foreign Holdco that is
an Immaterial Subsidiary and not a Guarantor representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary and (B) 100% of the Equity Interests not constituting Voting Stock of any such Subsidiary, except that
any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this Section 6.12(b). 
 (c) Promptly grant to the Administrative Agent, within 30 days of the acquisition thereof, a security interest in and Mortgage on each real property
owned in fee by such Loan Party as is acquired by such Loan Party after the Funding Date and that, together with any improvements thereon, individually has a fair market value of at least $10,000,000, as additional security for the Secured
Obligations (unless the subject property is already mortgaged to a third party to the extent permitted by Section 7.01). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the
Administrative Agent and shall constitute valid and enforceable perfected Liens subject only to Permitted Encumbrances. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by
law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent required to be granted pursuant to the Mortgages and all taxes, fees 

  

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and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the
Administrative Agent such documents as the Administrative Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired real property (including, but not limited
to, a Mortgage Policy, a survey, a flood hazard determination, evidence of insurance coverage required hereunder and counsel opinions (in each case, in form and substance reasonably satisfactory to the Administrative Agent) in respect of such
Mortgage). 
 (d) Notwithstanding anything to the contrary in this Section 6.12, the Collateral shall not include assets in
circumstances where the Administrative Agent determines that the cost of obtaining pledge or security interest in such assets is excessive in relation to the benefit thereof. 
 (e) Notwithstanding anything to the contrary in this Section 6.12, if any Person ceases to be a Guarantor in accordance with this Agreement
as a result of a transaction permitted hereunder or as a result of ceasing to be a Material Subsidiary (other than Ashprop LLC, Ashland Licensing and Intellectual Property LLC and Ash GP LLC), the Administrative Agent will, at the Borrower’s
expense and upon receipt of any certifications reasonably requested by the Administrative Agent in connection therewith and in accordance with Section 9.10, execute and deliver to such Person such documents as such Person may reasonably
request to evidence the release of such Person from its obligations hereunder and under the other Loan Documents. 
 6.13 Compliance with
Environmental Laws. Except where the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect, comply, and, to the extent permitted by Law and attainable using commercially reasonable efforts, cause all
lessees and other Persons operating or occupying its properties and facilities to comply, in all material respects, with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its
operations, properties and facilities; and conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to address Hazardous Materials at, on, under or emanating from any of its
properties or facilities, in accordance with the requirements of all Environmental Laws; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to undertake any such actions to the extent that its
obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP. 
 6.14 Preparation of Environmental Reports. If an Event of Default is continuing relating to Section 5.09 or Section 6.13,
or if the Administrative Agent at any time has reason to believe that there exist violations of Environmental Laws by any Loan Party or any of its Subsidiaries or that there exist any Environmental Liabilities or Environmental Claims, in each case
which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, then the following procedure shall be implemented: 
 (a) The Administrative Agent shall notify the Loan Parties that it intends to seek an environmental audit and/or assessment report meeting the description in subsection (c) below, and shall consult with the Loan
Parties on the facts and circumstances giving rise to the intent; 
  

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 (b) The Loan Parties shall have ten(10) business days to provide a response to and otherwise consult with
the Administrative Agent and the Required Lenders; 
 (c) If, after the consultation described in subsections (a) and (b) above,
the Administrative Agent and the Required Lenders believe it necessary, each Loan Party shall, at the request of the Required Lenders, provide to the Lenders within 60 days after such request, at the expense of the Borrower, an environmental audit
and/or assessment report for any of its properties or facilities which is the subject of any such Event of Default, violation, Environmental Liability, and/or Environmental Claim (“Environmental Audit”). An Environmental Audit may
include, where appropriate, soil, air, surface water and groundwater sampling and testing. The Environmental Audit shall be prepared by an environmental consulting firm acceptable to the Administrative Agent. The Environmental Audit will, as
relevant, indicate the presence or absence of any such violation, and/or the presence, absence, Release or threat of Release of Hazardous Materials and shall include the estimated cost of any compliance, removal, remedial or other action required to
correct any such Event of Default, or violation, and/or to address any such Environmental Liability and/or Environmental Claim; 
 (d)
Without limiting the generality of the foregoing, if the Administrative Agent determines at any time that a material risk exists that any such audit and/or report will not be provided within the time referred to above, the Administrative Agent may
retain an environmental consulting firm to prepare such audit and/or report at the expense of the Borrower, and the Borrower hereby grants and agrees to cause any Subsidiary that owns any property or facility described in such request to grant at
the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, to enter onto their respective properties or facilities to
undertake such an audit and/or assessment. 
 6.15 Further Assurances. Promptly upon the reasonable request of the Administrative
Agent or any Lender, at the Borrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate
governmental office, any document or instrument supplemental to or confirmatory of the Collateral Documents or otherwise deemed by the Administrative Agent reasonably necessary or desirable for the continued validity, perfection and priority of the
Liens on the Collateral covered thereby subject to no other Liens except as permitted by the applicable Collateral Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. Promptly upon request by the
Administrative Agent, or any Lender through the Administrative Agent, (i) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, (ii) do,
execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative
Agent, may reasonably require from time to time in order to carry out more effectively the purposes of the Loan Documents and (iii) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties
the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to
be a 

  

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party, and cause each of its Subsidiaries to do so. The Borrower shall deliver or cause to be delivered to the Administrative Agent from time to time such
other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the
Collateral pursuant to the Collateral Documents. Upon the exercise by the Administrative Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or
authorization of any Governmental Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender may require. If the Administrative Agent or the Required
Lenders determine that they are required by a Requirement of Law to have appraisals prepared in respect of the real property of any Loan Party constituting Collateral, the Borrower shall provide to the Administrative Agent appraisals that satisfy
the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance satisfactory to the Administrative Agent. If the Senior Notes or rollover loans or exchange notes pursuant to the Bridge
Facility are secured, the Borrower shall cause to be executed and delivered to the Administrative Agent prior to or concurrently with the issuance of the Senior Notes the Notes/Bridge Rollover Loans and Exchange Notes Intercreditor Agreement in form
and substance satisfactory to the Administrative Agent. 
 6.16 Compliance with Terms of Leaseholds. Make all payments and otherwise
perform all obligations in respect of all leases of real property to which the Borrower or any of its Subsidiaries is a party, keep such leases in full force and effect and not allow such leases to lapse or be terminated or any rights to renew such
leases to be forfeited or cancelled, notify the Administrative Agent of any default by any party with respect to such leases and cooperate with the Administrative Agent in all respects to cure any such default, and cause each of its Subsidiaries to
do so, except, in any case, where the failure to do so, either individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect. 
 6.17 Interest Rate Hedging. Enter into, prior to or within 90 days after the Funding Date, and maintain at all times thereafter, interest rate Swap Contracts with Persons reasonably satisfactory to the
Arrangers, covering a notional amount in an amount sufficient to result in not less than 50% of the aggregate outstanding Indebtedness for borrowed money (other than the Total Revolving Credit Outstanding) being subject to interest at a fixed rate
until the maturity thereof, whether by the terms of such Indebtedness or by the terms of such interest rate Swap Contracts, and providing for such Persons to make payments thereunder for an initial period of no less than three years. 
 6.18 Lien Searches. Promptly following receipt of the acknowledgment copy of any financing statements filed under the Uniform Commercial Code in
any jurisdiction by or on behalf of the Secured Parties, deliver to the Administrative Agent completed requests for information listing such financing statement and all other effective financing statements filed in such jurisdiction that name any
Loan Party as debtor, together with copies of such other financing statements. 
  

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 6.19 Material Contracts. Perform and observe all the terms and provisions of each material
contract to be performed or observed by it, maintain each such material contract in full force and effect and enforce each such material contract in accordance with its terms, except for valid business reasons as determined by the Borrower or such
Subsidiary in its sole judgment (unless such exception would reasonably be expected to have a Material Adverse Effect), and in each case, except where the failure to do so, either individually or in the aggregate, would not reasonably be expected to
have a Material Adverse Effect. 
 6.20 Designation as Senior Debt. Designate all Obligations as “Designated Senior
Indebtedness” (or similar term) under, and defined in, any subordinated indebtedness of the Borrower and its Subsidiaries. 
 6.21
Post-Closing Collateral Matters. Execute and deliver the documents and complete the tasks set forth on Schedule 6.21, in each case within the time limits specified on such schedule and subject to extensions permitted by
such schedule. 
 ARTICLE VII 
 NEGATIVE COVENANTS 
 From and after the Funding Date, so long as any Lender shall have any Commitment hereunder, any Loan or other
Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly: 
 7.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter
acquired, or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names the Borrower or any of its Material Subsidiaries as debtor, or assign any accounts or other right to receive income,
other than the following: 
 (a) Liens pursuant to any Loan Document including Liens securing an L/C Issuer pursuant to
Section 2.03(a)(iii)(F); 
 (b) Liens existing on the Signing Date and listed on Schedule 5.08(b) and any
renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(e), (iii) the
direct or any contingent obligor with respect thereto is not changed (except for releases thereof), and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(e); 
 (c) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if
adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP and either (i) such contest suspends enforcement or collection of the claim in question, or (ii) the Borrower or such
Subsidiary takes such actions as are reasonably necessary to replace or substitute such Lien with a bond or equivalent surety or otherwise prevent the forfeiture or sale of the subject property or asset as a result of the enforcement or collection
of the claim in question; 
  

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 (d) carriers’, warehousemen’s, mechanics’, materialmen’s,
repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate
reserves with respect thereto are maintained on the books of the applicable Person either (i) such contest suspends enforcement or collection of the claim in question, or (ii) the Borrower or such Subsidiary takes such actions as are
reasonably necessary to replace or substitute such Lien with a bond or equivalent surety or otherwise prevent the forfeiture or sale of the subject property or asset as a result of the enforcement or collection of the claim in question; 

(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and
other social security legislation, other than any Lien imposed by ERISA, and, for Foreign Subsidiaries only, retirement plans of such Foreign Subsidiaries; 
 (f) deposits or other security to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations (including obligations under Environmental Laws), surety and appeal bonds,
performance bonds and other obligations of a like nature incurred in the ordinary course of business; 
 (g) easements,
rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially
interfere with the ordinary conduct of the business of the applicable Person; 
 (h) Liens securing judgments for the payment
of money not constituting an Event of Default under Section 8.01(h); 
 (i) Liens securing Indebtedness permitted
under Section 7.02(g); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or
fair market value, whichever is lower, of the property being acquired on the date of acquisition; 
 (j) Liens on Permitted
Securitization Transferred Assets arising in connection with the Permitted Receivables Facilities; 
 (k) If the Senior Notes
or rollover loans or exchange notes pursuant to the Bridge Facility are secured, Liens on (i) the Collateral securing the Senior Notes or such rollover loans or exchange notes or (ii) permitted refinancing of the Indebtedness secured
thereby pursuant to Section 7.02(b); provided, that in each case the Liens thereon are junior in priority to Liens thereon in favor of the Administrative Agent pursuant to the Notes/Bridge Rollover Loans and Exchange Notes
Intercreditor Agreement; provided, further, that in each case the Liens thereon are subject to the Notes/Bridge Rollover Loans and Exchange Notes Intercreditor Agreement (or another intercreditor agreement containing terms that are at least
as favorable to the Secured Parties as those contained in the Notes/Bridge Rollover Loans and Exchange Notes Intercreditor Agreement); 
  

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 (l) other Liens securing Indebtedness outstanding in an aggregate principal amount not to
exceed $50,000,000 at any time outstanding; provided that no such Lien shall extend to or cover any Collateral; 
 (m)
Liens securing indebtedness outstanding of Foreign Subsidiaries permitted hereunder in an aggregate principal amount not to exceed $150,000,000 at any time outstanding; 
 (n) Liens attaching to earnest money deposits (or equivalent deposits otherwise named) made in connection with proposed acquisitions
permitted under this Agreement in an amount not to exceed $5,000,000; 
 (o) (i) set-off rights or (ii) Liens arising in
connection with repurchase agreements that are Investments permitted under Section 7.03; 
 (p) Liens arising
pursuant to Law in favor of a Governmental Authority in connection with the importation of goods in the ordinary course of business; 
 (q) Permitted Encumbrances; and 
 (r) the replacement, extension or renewal of any Lien permitted by clauses
(i) and (j) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (other than releases thereof) (without increase in the amount or change in any direct or contingent obligor) of the
Indebtedness secured thereby. 
 7.02 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: 
 (a) obligations (contingent or otherwise) existing or arising under any Swap Contract; provided that (i) such obligations are
(or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates, foreign exchange rates or commodity prices and (ii) such Swap Contract does
not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; 
 (b) Indebtedness evidenced by the Senior Notes and/or Bridge Facility (and Guarantees thereof) resulting in gross proceeds of up to $750,000,000 (provided that such amount shall be subject to increase or
decrease as set forth in the fourth paragraph of Section 10.01) and the Permitted Additional Senior Notes resulting in gross proceeds of up to $250,000,000 and, in each case, any refinancings, refundings, renewals or extensions thereof;
provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such refinancing and the direct or any contingent obligors with respect thereto are not changed, as a result of or in connection with such refinancing, refunding, renewal or extension (except that any one or
more guarantors of the Senior Notes and/or Bridge Facility need not be guarantors under any such refinancing, refunding, 

  

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renewal or extension); and provided, further, that the terms relating to amortization, maturity, ranking, collateral and other material terms
taken as a whole of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the
Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed
the then applicable market interest rate; provided, further, that notwithstanding the foregoing, for the avoidance of doubt, the Bridge Facility (if any) may be refinanced using proceeds of the Senior Notes; provided,
further, that no Subsidiary of the Borrower that is not a Guarantor of the Obligations shall be a guarantor of the Senior Notes and/or Bridge Facility or any refinancings, refundings, renewals or extensions thereof; provided,
further, that to the extent such refinancing, refunding, renewal or extension is secured, it is not secured by any asset other than Collateral and shall not be secured by any portion of the Collateral except on a junior basis pursuant to one
or more security agreements subject to the Notes/Bridge Rollover Loans and Exchange Notes Intercreditor Agreement (or another intercreditor agreement containing terms that are at least as favorable to the Secured Parties as those contained in the
Notes/Bridge Rollover Loans and Exchange Notes Intercreditor Agreement); 
 (c) Indebtedness of (i) a Subsidiary of the
Borrower owed to the Borrower or a wholly-owned Subsidiary of the Borrower, which Indebtedness shall (A) in the case of Indebtedness owed to a Loan Party, constitute “Pledged Collateral” under the Security Agreement, (B) be
subject to an Intercompany Note Subordination Agreement and on terms acceptable to the Administrative Agent, and (C) be otherwise permitted under the provisions of Section 7.03 and (ii) a Loan Party to another Loan Party;

 (d) Indebtedness (including Guarantees) under the Loan Documents; 
 (e) Indebtedness outstanding on the Signing Date and listed on Schedule 7.02 and any refinancings, refundings, renewals or
extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees
and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligors with respect thereto are not changed, as a result of or in
connection with such refinancing, refunding, renewal or extension; and provided, further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms
taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or
the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not
exceed the then applicable market interest rate; 
  

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 (f) Guarantees of the Borrower or any Guarantor in respect of Indebtedness otherwise
permitted hereunder of the Borrower or any other Guarantor; 
 (g) Indebtedness in respect of Capitalized Leases, Synthetic
Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time
outstanding shall not exceed $75,000,000; 
 (h) Indebtedness of any Person that becomes a Subsidiary of the Borrower after
the Signing Date in accordance with the terms of Section 7.03(g), which Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower (other than Indebtedness incurred solely in contemplation of such Person’s
becoming a Subsidiary of the Borrower); 
 (i) Indebtedness incurred by Foreign Subsidiaries in an aggregate amount not to
exceed $200,000,000 at any time outstanding; 
 (j) other unsecured Indebtedness of the Loan Parties; provided that
(i) no Default shall exist or result therefrom, (ii) such Indebtedness shall require no amortization payments and shall not have a scheduled maturity prior to the date that is 180 days following the Maturity Date of the Term B Facility and
the non-economic terms, covenants and conditions of such Indebtedness are not materially less favorable to the obligor thereon or to the Lenders than the Obligations; provided that the restrictions set forth in this clause (ii) shall not
apply with respect to up to an aggregate of $25,000,000 principal amount of Indebtedness incurred under this clause (j), (iii) if such Indebtedness is subordinated Indebtedness, the terms of such Indebtedness provide for customary subordination
of such Indebtedness to the Obligations, (iv) no Subsidiary (other than a Guarantor) is an obligor under such Indebtedness (including pursuant to any Guarantee thereof) and (v) on a Pro Forma Basis, the Consolidated Leverage Ratio shall be
at least 0.25 less than the ratio set forth in Section 7.11(a) for the most recently ended Measurement Period; provided, further, that up to $50,000,000 aggregate principal amount of Indebtedness incurred under this clause
(j) may be secured by Liens permitted under Section 7.01(l); 
 (k) Indebtedness to the Receivables
Financiers arising under or incidental to the Permitted Receivables Facilities not to exceed $200,000,000 at any time outstanding; and to the extent that any purported sale, transfer or contribution of Permitted Securitization Transferred Assets
from the Borrower or any Subsidiary to a Special Purpose Finance Subsidiary shall ever be deemed not to constitute a true sale, any Indebtedness of the applicable Special Purpose Finance Subsidiary to the Borrower and its Subsidiaries arising
therefrom; 
 (l) Indebtedness that may be deemed to exist pursuant to any performance bond, surety, statutory appeal or
similar obligation entered into or incurred by the Borrower or any of its Subsidiaries in the ordinary course of business in an aggregate amount for all such Indebtedness under this clause (l) not to exceed $75,000,000 at any time outstanding;
and 
  

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 (m) other unsecured Indebtedness the aggregate unpaid principal amount of which shall not
at any time exceed $5,000,000. 
 7.03 Investments. Make or hold any Investments, except: 
 (a) Investments held by the Borrower and its Subsidiaries in the form of Cash Equivalents; 
 (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $10,000,000 at any
time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; 
 (c) (i) Investments by
the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the Signing Date or as a result of any transaction permitted under Section 7.04 or 7.05, (ii) additional Investments by the Borrower and its
Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties, (iv) so long as no Default has occurred and is continuing or would result
from such Investment, additional Investments by the Loan Parties in wholly-owned Subsidiaries that are not Loan Parties in an aggregate amount invested from the Signing Date not to exceed $35,000,000 during each fiscal year; provided that in
the event the Borrower received a return of any Investment, an amount equal to such return, not to exceed the amount of the original Investment, shall be available for Investments in the fiscal year in which such return is received and thereafter;
provided, further, that the 50% of the unused $35,000,000 scheduled with respect to any year may be carried over into successive years; (v) Investments by the Borrower (or a Subsidiary) consisting of the transfer of the Castings
Solutions Business and up to $10,000,000 in cash and Cash Equivalents, in each case, pursuant to the Proposed Castings Joint Venture Transaction and additional Investments of up to €55,000,000 in the joint venture entity or entities comprising
the Proposed Castings Joint Venture Transaction, which amount will be dividended or distributed to a wholly-owned Foreign Subsidiary of the Borrower within ten Business Days after such Investment, and (vi) Investments in other joint venture
entities that are not Subsidiaries in an aggregate amount invested not to exceed $25,000,000 during each fiscal year; provided that in the event the Borrower received a return of any Investment, an amount equal to such return, not to exceed
the amount of the original Investment, shall be available for Investments in the fiscal year in which such return is received and thereafter; provided, further, that the unused amount in any year may be carried over into successive years, and
not to exceed $60,000,000 since the Funding Date; 
 (d) Investments consisting of extensions of credit in the nature of
accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent
reasonably necessary in order to prevent or limit loss; 
 (e) Guarantees permitted by Section 7.02; 

 

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 (f) Investments existing on the Signing Date (other than those referred to in
Section 7.03(c)(i)) and set forth on Schedule 5.08(e) or existing on the Funding Date and set forth on Schedule 5.08(e); 
 (g) the purchase or other acquisition of all of the Equity Interests in, or all or substantially all of the property of, or business unit or division or any Person that, upon the consummation thereof, will be
wholly-owned directly by the Borrower or one or more of its wholly-owned Subsidiaries (including as a result of a merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this
Section 7.03(g): 
 (i) the Loan Parties and any such newly-created or acquired Subsidiary shall comply with the
requirements of Section 6.12; 
 (ii) the lines of business of the Person to be (or the property of which is to
be) so purchased or otherwise acquired shall be substantially the same lines of business or shall be substantially related, reasonably complementary or incidental thereto as one or more of the principal businesses of the Borrower and its
Subsidiaries in the ordinary course; 
 (iii) such purchase or other acquisition shall not include or result in any contingent
liabilities that would reasonably be expected to be material to the business, financial condition, operations or prospects of the Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or the persons
performing similar functions) of the Borrower or such Subsidiary if the board of directors is otherwise approving such transaction and, in each other case, by a Responsible Officer); 
 (iv) the total cash and noncash consideration (excluding the fair market value of all Equity Interests of the Borrower issued or
transferred to the sellers thereof but including all earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers thereof, and all
assumptions of Indebtedness and other sums payable) paid by or on behalf of the Borrower and its Subsidiaries (all of the foregoing being herein collectively “Cash Consideration”) for any such purchase or other acquisition, when
aggregated with the total Cash Consideration paid by or on behalf of the Borrower and its Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Subsidiaries pursuant to this Section 7.03(g), shall not,
except to the extent such purchases and other acquisitions are Capital Expenditures subject to, and applied against the limits set forth in, Section 7.12, exceed $200,000,000 plus an amount equal to the Net Cash Proceeds received from
Dispositions permitted under Section 7.05(h) and (j) not required to be used to repay Loans pursuant to Section 2.05; 
  

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 (v) after giving effect to such purchase or acquisition on a Pro Forma Basis, the
Consolidated Leverage Ratio shall be at least 0.25 less than the Consolidated Leverage Ratio set forth in Section 7.11(a) for the most recently ended Measurement Period; provided that, for purposes of this calculation,
Consolidated Indebtedness shall be calculated to include the maximum amounts payable pursuant to any earnout or similar contingent obligations in connection with such purchase or acquisition and any previous purchase or acquisition; 
 (vi) (A) immediately before and immediately after giving pro forma effect to any such purchase or other acquisition, no Default shall have
occurred and be continuing and (B) immediately after giving effect to such purchase or other acquisition, the Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 7.11, such
compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such purchase or other acquisition had
been consummated as of the first day of the fiscal period covered thereby; and 
 (vii) as to any such acquisition involving
Cash Consideration of more than $50,000,000 in the aggregate, the Borrower shall have delivered to the Administrative Agent, at least five Business Days prior to the date on which any such purchase or other acquisition is to be consummated, a
certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (g) have been satisfied or will be satisfied on or prior to the
consummation of such purchase or other acquisition. 
 (h) any Investment by the Borrower and its Subsidiaries in a Special
Purpose Finance Subsidiary which, in the judgment of the Borrower, is prudent and reasonably necessary in connection with, or otherwise required by the terms of, any Permitted Receivables Facility; 
 (i) other Investments not exceeding $25,000,000 in the aggregate at any one time; and 
 (j) the Borrower and its Subsidiaries may consummate the Merger. 
 7.04 Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: 
 (a) any Subsidiary may merge or consolidate with (i) the Borrower; provided that the Borrower shall be the continuing or
surviving Person, or (ii) any one or more other Subsidiaries; provided that when any Loan Party is merging with another Subsidiary (which may be another Loan Party), the continuing or surviving Person shall be a Loan Party; 

(b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or
to another Loan Party; 
  

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 (c) any Subsidiary that is not a Loan Party may Dispose of all or substantially all its
assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party; 
 (d) the Borrower and its Subsidiaries may consummate the Merger; 
 (e) so long as no Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower may merge into or
consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto, in the case of any such merger or consolidation to which
any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving corporation or (ii) such merger or consolidation otherwise complies with Section 7.03; 
 (f) the Borrower may merge with any other Person, but only so long as (i) such merger effects a re-domestication of the
Borrower’s jurisdiction of formation, (ii) each of the Re-Domestication Requirements shall have been satisfied, and (iii) at the time thereof and immediately after giving effect thereto no Default shall have occurred and be
continuing; and 
 (g) Dispositions permitted by Section 7.05. 
 7.05 Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: 
 (a) Dispositions of obsolete or worn out property in the ordinary course of business, or property no longer used or useful in the business
of the Borrower or such Subsidiary, whether now owned or hereafter acquired; 
 (b) Dispositions of inventory and Cash
Equivalents (other than the auction rate securities referred to in Section 7.05(j)) in the ordinary course of business; 
 (c) Dispositions of equipment or real property (other than Mortgaged Property) other than through a lease transaction to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement
property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property or to Indebtedness incurred to acquire such replacement property; and Dispositions of equipment or real
property (other than Mortgaged Property) through a lease transaction to the extent that such lease is on fair and reasonable terms in an arm’s length transaction; 
 (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of
such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; 
 (e) (i) Dispositions
permitted by Section 7.04, (ii) Dispositions for fair market value in a transaction in exchange for which an Investment permitted by Section 7.03 is received and (iii) Dispositions of the Castings Solutions Business
or portions thereof pursuant to the Proposed Castings Joint Venture Transaction; 
  

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 (f) Dispositions by the Borrower and its Subsidiaries of property pursuant to
sale-leaseback transactions; provided that the book value of all property so Disposed of shall not exceed $50,000,000 from and after the Funding Date; 
 (g) licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five
years; 
 (h) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05;
provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) since the Funding Date,
shall not exceed 10% of the Borrower’s Consolidated Total Assets as of the end of the immediately preceding fiscal quarter and (iii) at least 80% of the price for such asset shall be paid to the Borrower or such Subsidiary solely in cash;

 (i) Dispositions of Permitted Securitization Transferred Assets pursuant to the Permitted Receivables Facilities;

 (j) Dispositions of auction rate securities held by the Borrower or any Subsidiary on the Funding Date; and 
 (k) Dispositions in process as of the Funding Date and that are completed within 18 months of the Funding Date in connection with the
Merger and the integration of the Acquired Business with the Borrower resulting in Net Cash Proceeds of not more than $150,000,000 in the aggregate for all such Dispositions pursuant to this clause (k); 
 provided, however, that any Disposition pursuant to Section 7.05(a) through Section 7.05(k) shall be for fair market value, as
determined reasonably and in good faith by, as the case may be, the Borrower or the applicable Subsidiary. 
 7.06 Restricted
Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall have occurred and be continuing at the time of any action described
below or would result therefrom: 
 (a) each Subsidiary may make Restricted Payments to the Borrower, any Subsidiaries of the
Borrower that are Guarantors and any other Person that owns a direct Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;

 (b) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the
common stock or other common Equity Interests of such Person; 
  

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 (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire its common
Equity Interests with the proceeds received from the substantially concurrent issue of new common Equity Interests; 
 (d)
Restricted Payments made to shareholders of the Acquired Business pursuant to the Merger in accordance with the Merger Agreement and Restricted Payments made to shareholders of any Person (other than an Affiliate) acquired by merger pursuant to an
acquisition permitted under this Agreement; and 
 (e) Restricted Payments by the Borrower and its Subsidiaries not otherwise
permitted under this Section 7.06; provided that (i) at the time of such Restricted Payment, no Default shall exist or would result from such Restricted Payment, (ii) before and after giving effect to such Restricted
Payment, the undrawn availability under the Revolving Credit Facility (reflecting the maximum amount drawable under Letters of Credit) shall not be less than $100,000,000, (iii) all such Restricted Payments (other than Restricted Payments
permitted by clause (iv) below) shall not exceed the sum of (y) 50% of the Consolidated Net Income of the Borrower for the period (taken as one accounting period) from the fiscal quarter that first begins after the Funding Date to the end
of the Borrower’s most recently ended fiscal quarter for which financial statements and the related Compliance Certificate have been provided to the Lenders pursuant to Section 6.01 (or, in the case such Consolidated Net Income for
such period is a deficit, minus 100% of such deficit) and (z) the Net Cash Proceeds received from the sale or issuance by the Borrower of any of its Equity Interests (other than Disqualified Equity Interests) and (iv) dividend payments
made on or about December 15, 2008 and March 15, 2009 in an amount not to exceed $22,500,000 in the aggregate for each such dividend payment shall be permitted. 
 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 its Subsidiaries on the Signing Date or any business
substantially related, reasonably complementary or incidental thereto. 
 7.08 Transactions with Affiliates. Enter into any
transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the
Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided that the foregoing restriction shall not apply to transactions between or among the Loan Parties, other
transactions between or among any two or more of the Borrower and its Subsidiaries that are permitted under Sections 7.03, 7.04 or 7.05, or the Permitted Receivables Facilities. 
 7.09 Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement, any other Loan Document, the
Senior Notes Documents and/or the Bridge Facility Documents) that (a) limits the ability (i) of any Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to or invest in the Borrower or
any Guarantor, except for any agreement in effect (A) on the Signing Date and set forth on Schedule 7.09 or (B) at the time any Subsidiary becomes a Subsidiary of 

  

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the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower (and in each case
under clauses (A) and (B), any renewal, extension or replacement thereof so long as such renewal, extension or replacement does not expand the scope of such Contractual Obligations to any material extent), (ii) of any Subsidiary to
Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this clause (iii) shall not prohibit
any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.02(k) solely to the extent any such negative pledge relates to the Permitted Securitization Transferred Assets or the assets of the
Special Purpose Financing Subsidiary; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person, except as in effect on the Signing Date and set forth on
Schedule 7.09. 
 7.10 Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, and whether
immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally
incurred for such purpose. 
 7.11 Financial Covenants. 
 (a) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio at any time during any period of four fiscal quarters of the Borrower set forth below to be greater than the ratio set forth below
opposite such period: 
  

			
	 Four Fiscal Quarters Ending
	  	Maximum
Consolidated
Leverage Ratio
	 Funding Date through September 30, 2009
	  	3.75:1.00
	 December 31, 2009 through September 30, 2010
	  	3.50:1.00
	 December 31, 2010 through September 30, 2011
	  	3.00:1.00
	 December 31, 2011 through September 30, 2012
	  	2.75:1.00
	 December 31, 2012 and each fiscal quarter thereafter
	  	2.50:1.00

 (b) Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage
Ratio as of the end of any fiscal quarter of the Borrower to be less than the ratio set forth below opposite such fiscal quarter: 
  

			
	 Four Fiscal Quarters Ending
	  	Minimum Consolidated
Fixed Charge
Coverage Ratio
	 Funding Date through September 30, 2010
	  	1.25:1.00
	 December 31, 2010 and each fiscal quarter thereafter
	  	1.50:1.00

  

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 (c) Minimum Consolidated Net Worth. The Borrower will not permit Consolidated Net Worth at the end
of any fiscal quarter ending after December 31, 2008 to be less than 85% of the Borrower’s Consolidated Net Worth as of December 31, 2008, after giving effect to any purchase accounting adjustment related to the Transaction subsequent
to December 31, 2008, increased on a cumulative basis for each subsequent quarter commencing with January 1, 2009 by an amount equal to 50% of the Borrower’s Consolidated Net Income (to the extent positive with no deduction for net
losses) plus 100% of the Net Cash Proceeds of any issuance of Equity Interests (other than Disqualified Equity Interests). 
 7.12 Capital
Expenditures. Make or become legally obligated to make any Capital Expenditure, except for Capital Expenditures in the ordinary course of business not exceeding, in the aggregate for the Borrower and it Subsidiaries during each fiscal year set
forth below, the amount set forth opposite such fiscal year: 
  

				
	 Fiscal Year
	  	Amount
	 2009
	  	$	300,000,000
	 2010
	  	$	310,000,000
	 2011
	  	$	330,000,000
	 2012
	  	$	360,000,000
	 2013
	  	$	370,000,000
	 2014
	  	$	375,000,000

 provided, however, that so long as no Default has occurred and is continuing or would result from
such expenditure, 50% of any amount set forth above that is not expended in the fiscal year for which it is permitted above (the “Capex Carryover Amount”) may be carried over for expenditure in the next following fiscal year; and
provided, further, if any such amount is so carried over, it will be deemed used in the applicable subsequent fiscal year before the amount set forth opposite such fiscal year above. 
 7.13 Amendments of Organization Documents. Amend any of its Organization Documents in any way that has a material and adverse effect on the
interests of the Lenders or the Administrative Agent. 
 7.14 Accounting Changes. Make any change in (a) accounting policies or
reporting practices that is not an acceptable change under GAAP or (b) fiscal year. 
 7.15 Prepayments, Etc. of Indebtedness.
Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, the Senior Notes, any Indebtedness incurred under
Section 7.02(j) or any Indebtedness subordinated in right of payment to the Obligations, except (a) refinancings and refundings of such Indebtedness in compliance with Section 7.02, 

  

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(b) Indebtedness incurred pursuant to the proviso to clause (ii) of Section 7.02(j), (c) redemptions or prepayments necessary to
satisfy the conditions set forth in Section 4.01, (d) conversion of the Senior Notes into, or payment for any purchase of Senior Notes with, Equity Interests (other than Disqualified Equity Interests) of the Borrower and
(e) prepayments of the Bridge Facility with the proceeds of Senior Notes. 
 7.16 Amendment, Etc. of Related Documents and
Indebtedness. Except to the extent not materially adverse individually or in the aggregate to the interests of the Arrangers or Lenders (a) (i) cancel or terminate any Related Document or consent to or accept any cancellation or
termination thereof, (ii) amend, modify or change in any manner any term or condition of any Related Document or give any consent, waiver or approval thereunder, (iii) waive any default under or any breach of any term or condition of any
Related Document, (iv) take any other action in connection with any Related Document that would impair the value of the interest or rights of any Loan Party thereunder or that would impair the rights or interests of the Administrative Agent or
any Lender or (b) amend, modify or change in any manner any term or condition of any Indebtedness set forth in Schedule 7.02, except for any refinancing, refunding, renewal or extension thereof permitted by Section 7.02.

 7.17 Foreign Holdcos. In the case of any Foreign Holdco, engage in any business or activity other than (a) the ownership of
CFCs, (b) maintaining its corporate existence, (c) participating in tax, accounting and other administrative activities as the parent of a CFC, (d) the execution and delivery of the Loan Documents to which it is a party and the
performance of its obligations thereunder, (e) in the case of Ashland International Holdings, Inc., Valvoline International, Inc., Hercules Paper Holdings, Inc., AshOne C.V., Hercules Investments Sarl and any other Foreign Holdco existing on
the Signing Date the continuation of activities being conducted by them on the Funding Date so long as there is no material change in the nature or material increase in the relative quantity of such activities thereafter, (f) the execution and
delivery of a guaranty of the Senior Notes or Bridge Facility (provided that if the guaranty of such Foreign Holdco of the Obligations is limited then the guaranty of the Senior Notes or Bridge Facility will be limited in substantially the same
manner) and (g) activities incidental to the businesses or activities described in clauses (a) through (f) of this Section. 
 ARTICLE VIII 
 EVENTS OF DEFAULT AND REMEDIES 
 8.01 Events of Default. Any of the following occurring or existing on or after the Funding Date shall constitute an “Event of Default”: 
 (a) Non-Payment. The Borrower or any other Loan Party fails to (i) pay when and as required to be paid herein, any amount of
principal of any Loan or any L/C Obligation or deposit any funds as Cash Collateral in respect of L/C Obligations, or (ii) pay within three Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee
due hereunder, or (iii) pay within five Business Days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or 
  

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 (b) Specific Covenants. (i) The Borrower fails to perform or observe any
term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05(a), 6.10, 6.11, 6.20 or Article VII, (ii) any of the Guarantors fails to perform or observe any term,
covenant or agreement contained in the Guaranty or (iii) any of the Loan Parties fails to perform or observe any term, covenant or agreement contained in the Security Agreement or the respective Mortgages to which it is a party; or 

(c) Other Defaults. (i) The Borrower fails to perform or observe any term, covenant or agreement contained in either of
Section 6.12 or 6.18 and such failure continues for 15 days following the earlier of (A) notice thereof to the Borrower from the Administrative Agent or any Lender; or (B) knowledge thereof by a Responsible Officer; or
(ii) any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above or clause (i) of this Section 8.01(c)) contained in any Loan Document on its
part to be performed or observed and such failure continues for 30 days following the earlier of (A) notice thereof to the Borrower from the Administrative Agent or any Lender; or (B) knowledge thereof by a Responsible Officer; or

 (d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed
made by or on behalf of the Borrower or any other Loan Party in Article V, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect (except that any
representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct) when made or deemed made; or 
 (e) Cross-Default. (i) Any Loan Party or any Subsidiary thereof (A) fails to make any payment when due (whether by
scheduled maturity, required prepayment, acceleration, demand, or otherwise but only after any required notice, the expiration of any permitted grace period or both) in respect of the Senior Notes, Bridge Facility or any other Indebtedness or
Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated
credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or
relating thereto, or any other event occurs, the effect of which default or other event (but only after any required notice, the expiration of any permitted grace period or both) is to cause, or to permit the holder or holders of such Indebtedness
or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or
to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in
respect thereof to be demanded; (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any
Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B)

  

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any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and,
in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount; or (iii) there occurs a termination event or event of default under any Permitted Trade Receivables
Facility when the amount outstanding (including undrawn committed or available amounts) thereunder exceeds the Threshold Amount, which termination event or event of default is not cured or waived within any applicable grace period. 
 (f) Insolvency Proceedings, Etc. Any Loan Party or any Material Subsidiary thereof institutes or consents to the institution of any
proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for
all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or
unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60
calendar days, or an order for relief is entered in any such proceeding; or 
 (g) Inability to Pay Debts; Attachment.
(i) Any Loan Party or any Material Subsidiary thereof becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is
issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 30 days after its issue or levy; or 
 (h) Judgments. There is entered against any Loan Party or any Material Subsidiary thereof (i) one or more final judgments or
orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer is rated at least “A” by
A.M. Best Company, has been notified of the potential claim and does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or would reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 10 consecutive days during which a stay of enforcement of such judgment, by reason of a
pending appeal or otherwise, is not in effect; or 
 (i) ERISA. (i) An ERISA Event occurs with respect to a
Pension Plan or Multiemployer Plan which, when taken together with all other ERISA Events or similar events with respect to Foreign Plans that have occurred, has resulted or would reasonably be expected to result in liability of the Borrower or any
Subsidiary in an aggregate amount in excess of the Threshold Amount, (ii) the Borrower, any Subsidiary or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, 

  

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any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess
of the Threshold Amount, or (iii) a termination, withdrawal or noncompliance with applicable law or plan terms occurs with respect to Foreign Plans and such termination, withdrawal or noncompliance, when taken together with all other
terminations, withdrawals or noncompliance with respect to Foreign Plans and ERISA Events that have occurred, has resulted or would reasonably be expected to result in liability of the Borrower or any Subsidiary in an aggregate amount in excess of
the Threshold Amount; or 
 (j) Invalidity of Loan Documents. Any provision of any Loan Document, at any time after its
execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person acting on behalf of a
Loan Party contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any provision of any Loan Document, or purports to revoke,
terminate or rescind any provision of any Loan Document; or 
 (k) Change of Control. There occurs any Change of
Control; or 
 (l) Collateral Documents. Any Collateral Document after delivery thereof pursuant to
Sections 4.01, 6.12 or 6.15 shall for any reason (other than pursuant to the terms hereof or thereof or solely as the result of acts or omissions by the Administrative Agent or any Lender) cease to create a valid and
perfected first priority Lien (subject to Liens permitted by the applicable Collateral Document) on the Collateral purported to be covered thereby, except where the value of all such Collateral does not exceed $10,000,000 in the aggregate.

 8.02 Remedies upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the
request of, or may, with the consent of, the Required Lenders, take any or all of the following actions: 
 (a) declare the
commitment of each Lender to make Loans and any obligation of any L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; 
 (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or
payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; 
 (c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

 (d) exercise on behalf of itself, the Lenders and the L/C Issuers all rights and remedies available to it, the Lenders and
the L/C Issuers under the Loan Documents; 
  

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 provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with
respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of any L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all
outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each
case without further act of the Administrative Agent or any Lender. 
 8.03 Application of Funds. After the exercise of remedies
provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to
Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: 
 First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts
payable under Article III) payable to the Administrative Agent in its capacity as such; 
 Second, to payment of
that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuers (including fees, charges and disbursements of counsel to the
respective Lenders and the applicable L/C Issuer) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them;

 Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and
interest on the Loans, L/C Borrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; 
 Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Borrowings and Obligations
then owing under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause
Fourth held by them; 
 Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash
Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and 
 Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law; 
 provided that the foregoing shall be subject to any obligation under the Collateral Documents to make payments to holders of the Pari Passu Notes (as defined in the Security Agreement). 
  

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 Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount
of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn
or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. 
 Notwithstanding the
foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such
supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the Credit Agreement that has given the notice
contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a
“Lender” party hereto. 
 ARTICLE IX 
 ADMINISTRATIVE AGENT 
 9.01 Appointment and Authority. 
 (a) Each of the Lenders and each L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and
under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers
as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and neither the Borrower nor any other Loan Party shall have rights as a third party
beneficiary of any of such provisions. 
 (b) The Administrative Agent shall also act as the “collateral agent” under the
Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and each of the L/C Issuers hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent
of such Lender and such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably
incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding
or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all
provisions of this Article IX and Article X (including Section 10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full
herein with respect thereto. 
  

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 9.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or
unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

 9.03 Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth
herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent: 
 (a)
shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; 
 (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required
to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided, that the Administrative Agent shall not be required to
take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; 
 (c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable
for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity; 
 (d) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of
the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and
8.02) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative
Agent by the Borrower, a Lender or an L/C Issuer; and 
 (e) The Administrative Agent shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any 

  

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Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument
or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article
IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 
 9.04
Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing
(including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon
any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the
issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or such L/C Issuer unless the
Administrative Agent shall have received notice to the contrary from such Lender or such L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be
counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 
 9.05 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under
any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their
respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with
the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. 
 9.06 Resignation of
Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in
consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the
Lenders and the L/C Issuers appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such
appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents


  

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(except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuers under any of the Loan
Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (b) all payments, communications and determinations provided, to be made by, to
or through the Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance
of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring
Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the
provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by
any of them while the retiring Administrative Agent was acting as Administrative Agent. 
 Any resignation by Bank of America as
Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer, if applicable. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (ii) the retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents,
and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively
assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. 
 9.07 Non-Reliance on Administrative Agent and
Other Lenders. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any
of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any
related agreement or any document furnished hereunder or thereunder. 
 9.08 No Other Duties, Etc. Anything herein to the contrary
notwithstanding, none of the Bookrunners or Arrangers listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except (i) in its capacity, as applicable, as the
Administrative Agent, a Lender or an L/C Issuer hereunder and (ii) in the case of the Arrangers, as specified in Sections 2.09(b)(ii), 4.01(a), (b), (f), 6.02, 6.17, 10.01 and 10.16.

  

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 9.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding
under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by
declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise 
 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations
and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers and the Administrative Agent under
Sections 2.03(i) and (j), 2.09 and 10.04) allowed in such judicial proceeding; and 
 (b) to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same in accordance with this Agreement; 
 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each L/C Issuer to make such payments to the Administrative Agent
and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders and the 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 and 10.04. 
 Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or any L/C Issuer any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of any Lender any L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or any L/C Issuer or in any such proceeding. 
 9.10 Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge
Bank) and each of the L/C Issuers irrevocably authorize the Administrative Agent, at its option and in its discretion, 
 (a)
to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification
obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the
expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), (ii) that is sold or to be sold as part of or in
connection with any sale permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing in accordance with Section 10.01; 
  

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 (b) to release any Guarantor from its obligations under the Guaranty or Collateral
Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; 
 (c) to release any
Guarantor from its obligations under the Guaranty or Collateral Documents if such Person ceases to be a Material Subsidiary (other than Ashprop LLC, Ashland Licensing and Intellectual Property LLC and Ash GP LLC) as a result of a transaction
permitted hereunder; 
 (d) to subordinate any Lien on any property granted to or held by the Administrative Agent under any
Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); and 
 (e) to enter
into and perform the Receivables Intercreditor Agreement and the Notes/Bridge Rollover Loans and Exchange Notes Intercreditor Agreement. 
 Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any
Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense and upon receipt of any
certifications reasonably requested by the Administrative Agent in connection therewith, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral
from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan
Documents and this Section 9.10. 
 9.11 Secured Cash Management Agreements and Secured Hedge Agreements. No Cash
Management Bank or Hedge Bank that obtains the benefits of Section 8.03, the Guaranty or any Collateral by virtue of the provisions hereof or of the Guaranty or any Collateral Document shall have any right to notice of any action or to
consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to
the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have
been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the
Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. 
  

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 ARTICLE X 
 MISCELLANEOUS 
 10.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or
any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and
acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent
shall: 
 (a) waive any condition set forth in Section 4.01 (other than Section 4.01(b)(i) or
(c) and except as expressly set forth in Section 4.01), or, in the case of the initial Credit Extension, Section 4.02, without the written consent of each Lender; 
 (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without
the written consent of such Lender; 
 (c) postpone any date fixed by this Agreement or any other Loan Document for
(i) any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of each Lender entitled to such payment
or (ii) any scheduled reduction of any Facility hereunder or under any other Loan Document without the written consent of each Appropriate Lender; 
 (d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts
payable hereunder or under any other Loan Document without the written consent of each Lender entitled to such amount; provided, however, 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 or Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such
amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder; 
 (e)
change Sections 2.06(c), 2.13 or 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; 
 (f) change any provision of this Section 10.01 or the definition of “Required Lenders” or any other provision hereof
specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; 
 (g) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent
of each Lender; 
  

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 (h) release all or substantially all of the value of the Guaranty, without the written
consent of each Lender, except to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone); or 
 (i) change the allocation of any mandatory or optional payments as between the Term Facilities without the written consent of Lenders
holding more than 50% of the Term A Commitments and Term A Loans, on the one hand, and Term B Commitments and Term B Loans, on the other hand; 
 and
provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuers in addition to the Lenders required above, affect the rights or duties of the L/C Issuers under this Agreement or
any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights
or duties of the Administrative Agent under this Agreement or any other Loan Document; (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (iv) the
Schedules to this Agreement may be amended or supplemented on or prior to the Funding Date as set forth in the lead-in to Article V. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or
disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender. 
 If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the
Borrower may replace such non-consenting Lender in accordance with Section 10.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with
all other such assignments required by the Borrower to be made pursuant to this paragraph). 
 Notwithstanding anything to the contrary, any
Loan Document may be waived, amended, supplemented or modified pursuant to an agreement or agreements in writing entered into by the Borrower and the Administrative Agent (without the consent of any Lender) solely to cure a defect or error, to grant
a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, to the extent necessary to grant or perfect second priority liens for the benefit of the holders of the Senior Notes and/or exchange notes and/or
rollover lenders permitted hereunder on all or any portion of the Collateral or to secure Pari Passu Obligations (as such term is defined in the Security Agreement) on a pari passu basis. 
 Notwithstanding anything to the contrary, in addition to the foregoing, at any time after the Signing Date, this Agreement and the other Loan Documents
may be amended pursuant to a written instrument or instruments executed by the Administrative Agent at the direction of the Arrangers (and without the consent of any Person, other than the Borrower, which consent the Borrower agrees to give so long
as such amendment is consistent with the provisions of the Fee Letter; and provided that any failure by the Borrower to consent to such amendment that is consistent with the provisions of the Fee Letter shall be an Event of Default); provided
that no such amendment with respect to any Facility shall be adverse to the Lenders under such Facility. 

  

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Without limitation of the foregoing, an increase of up to $250,000,000 in the aggregate principal amount of Senior Notes and/or Bridge Facility, with a
corresponding decrease in the aggregate amount of Commitments or Loans held by the Arrangers and their Affiliates and/or an increase of the Term A Facility or the Term B Facility (or a combination thereof) by up to an additional $250,000,000 with a
corresponding decrease to the Senior Notes and/or Bridge Facility and changes in the amortization schedule to reflect such changes of the size of Commitments (subject to limitations contained in the Fee Letter) shall not be deemed adverse to the
Lenders under any Facility, it being understood that no Lender shall be required to increase its Commitment without its consent evidenced in writing. 
 10.02 Notices; Effectiveness; Electronic Communications. 
 (a) Notices Generally. Except in
the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein or in connection with any Loan Document shall
be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall
be made to the applicable telephone number, as follows: 
 (i) if to the Borrower, the Administrative Agent, to the address,
telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and 
 (ii)
if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire. 
 Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by
telecopier shall be deemed to have been given when actually received (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the
recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b). 
 (b) Electronic Communications. Notices and other communications to the Lenders and the L/C Issuers hereunder may be delivered or furnished by
electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or any L/C Issuer pursuant to
Article II if such Lender or such L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its
discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

  

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 Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to
an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement);
provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the
recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of
notification that such notice or communication is available and identifying the website address therefor. 
 (c) The Platform. THE
PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR
ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES
OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any
liability to the Borrower, any Lender, any L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s
transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from
the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, any L/C Issuer or any other Person for indirect, special,
incidental, consequential or punitive damages (as opposed to direct or actual damages). 
 (d) Change of Address, Etc. Each of the
Borrower and the Administrative Agent may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender or each L/C Issuer may change its address,
telecopier or telephone number for notices and other communications hereunder by notice to the Borrower and 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, telecopier 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. 
  

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

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 10.04 Expenses; Indemnity; Damage Waiver. 
 (a) Costs and Expenses. The Borrower shall pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent
and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery
and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all
reasonable and invoiced out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced
out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), and shall pay all fees and time
charges for attorneys who may be employees of the Administrative Agent, any Lender or any L/C Issuer, in connection with the enforcement, during an Event of Default, or protection of its rights (A) in connection with this Agreement and the
other Loan Documents, including its rights under this Section, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such reasonable and invoiced out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of Credit. 
 (b) Indemnification by the Borrower. The Borrower
shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any
third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby,
the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its
Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer to honor a demand for
payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence, Release, or threat of Release of Hazardous
Materials at, on, under or from any property or facility owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the
Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have 

  

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resulted from the gross negligence or willful misconduct of such Indemnitee or such Indemnitee’s Subsidiaries or the officers, directors, employees,
agents, advisors and other representatives of such Indemnitee or its Subsidiaries or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations
hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. 
 (c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under
subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or
any such sub-agent), such L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or any L/C Issuer in its
capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are
subject to the provisions of Section 2.12(d). 
 (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted
by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No
Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through
telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the
gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. 
 (e) Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor. 
 (f) Survival. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender or any L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or
discharge of all the other Obligations. 
 10.05 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is
made to the Administrative Agent, any L/C Issuer or any Lender, or the Administrative Agent, any L/C Issuer or any Lender exercises its right of setoff, and such payment or 

  

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

 (a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of
the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 10.06(b), (ii) by way of
participation in accordance with the provisions of Section 10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.06(f) (and any other attempted assignment or
transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby,
Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuers and the Lenders) any legal or equitable right,
remedy or claim under or by reason of this Agreement. 
 (b) Assignments by Lenders. Any Lender may at any time assign to one or more
assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes of this Section 10.06(b), participations in L/C Obligations) at the time
owing to it); provided that any such assignment shall be subject to the following conditions: 
 (i) Minimum
Amounts. 
 (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment
under any Facility and the Loans at the time owing to it under such Facility or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and 
  

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 (B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate
amount of the Commitment (which for this purpose includes Loans out-standing thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined
as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than
$5,000,000, in the case of any assignment in respect of the Revolving Credit Facility, or $1,000,000, in the case of any assignment in respect of either Term Facility, unless each of the Administrative Agent and, so long as no Event of Default has
occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from
members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; 
 (ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning
Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among
separate Facilities on a non-pro rata basis; 
 (iii) Required Consents. No consent shall be required for any
assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: 
 (A) the consent of the
Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment, (2) such assignment is to a Lender, an Affiliate of a Lender
or an Approved Fund or (3) such assignment is made by an Arranger during the primary syndication; 
 (B) the consent of
the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment if such assignment is to a Person that is not a Lender
with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;

 (C) the consent of the L/C Issuers with respect to any assignment of a Revolving Credit Loan, which may be granted or
withheld in each L/C Issuer’s sole discretion; and 
 (iv) Assignment and Assumption. The parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $2,500; provided, however, that in the event of five or more concurrent
assignments to members of the same Assignee 

  

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Group (which may be effected by a suballocation of an assigned amount among members of such Assignee Group) or five or more concurrent assignments by members
of the same Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group), commencing with the fifth such concurrent assignment or suballocation and continuing for each such concurrent assignment or
suballocation thereafter, the processing and recordation fee will be $3,000; and provided, further, that that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any
assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 
 (v) No Assignment to Borrower. No such assignment shall be made to the Borrower or any of the Borrower’s Affiliates or Subsidiaries. 
 (vi) No Assignment to Natural Persons. No such assignment shall be made to a natural person. 
 Subject to acceptance
and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the
extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption,
be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall
continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense)
shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with Section 10.06(d). 
 (c) Register. The
Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be
conclusive, and each Loan Party, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to
the contrary. The Register shall be available for inspection by a Loan Party and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 
 (d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or
any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans
(including such Lender’s participations 

  

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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 Loan Parties, the Administrative Agent, the Lenders and the L/C Issuers 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 to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any
amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to
the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b). To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender shall maintain a register of the
names, addresses, and interests of the Participants to which such Lender has sold participations. 
 (e) Limitations upon Participant
Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01
unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) as though it were a Lender. 
 (f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; 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) Resignation as L/C Issuer after
Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 10.06(b), such L/C Issuer may, upon 30
days’ notice to the Borrower and the Lenders, resign as L/C Issuer, if applicable. In the event of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder;
provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such retiring L/C Issuer as L/C Issuer, as the case may be. If any L/C Issuer resigns as L/C Issuer, it shall retain all
the rights, powers, privileges and duties of L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to
require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of 

  

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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 retiring L/C Issuer to
effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit. 
 10.07 Treatment of Certain
Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and
to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of
such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association
of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or
under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as
those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to
any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this
Section or (ii) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. 
 For purposes of this Section, “Information” means all information received from any Loan Party or any Subsidiary thereof relating to any
Loan Party or any Subsidiary thereof or their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or any L/C Issuer on a nonconfidential basis prior to disclosure by any Loan Party or any
Subsidiary thereof; provided that, in the case of information received from a Loan Party or any such Subsidiary after the Signing Date, such information is clearly identified at the time of delivery as confidential. Any Person required to
maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as
such Person would accord to its own confidential information. 
 Each of the Administrative Agent, the Lenders and the L/C Issuers
acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information
and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. 
  

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 10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender,
each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the 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 and other obligations (in whatever currency) at any time owing by such Lender, such L/C Issuer or any such Affiliate to or
for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or such L/C Issuer, irrespective of whether or not such
Lender or such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or such L/C Issuer
different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other
rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and each L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided
that the failure to give such notice shall not affect the validity of such setoff and application. 
 10.09 Interest Rate Limitation.
Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum
Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the
Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that
is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest
throughout the contemplated term of the Obligations hereunder. 
 10.10 Counterparts; Integration; Effectiveness. This Agreement may
be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents
constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof; provided that the provisions of
the Commitment Letter that survive the execution and delivery of this Agreement (as set forth in paragraph 7 thereof) shall survive in accordance with the terms of the Commitment Letter (provided that paragraph 2 of the Commitment Letter
shall also survive) and shall not be superseded by this Agreement. This Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that,
when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually
executed counterpart of this Agreement. 
  

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

 10.12 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable,
(a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction. 
 10.13 Replacement of Lenders. If any Lender
requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, if any Lender is a
Defaulting Lender or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement
and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: 
 (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b); 
 (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts); 
 (c) in the case of any such assignment resulting
from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and 
 (d) such assignment does not conflict with applicable Laws. 
  


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 A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result
of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. 
 10.14 Governing Law; Jurisdiction; Etc. 
 (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 (b) SUBMISSION TO JURISDICTION. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY
SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY
THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN
RESPECT OF ANY SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION. 
 (c) WAIVER OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN
PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

 (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN
SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 
  


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 10.15 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION. 
 10.16 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 acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging
and other services regarding this Agreement provided by the Administrative Agent and the Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the
Arrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the
terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arrangers each is and has been acting solely as a principal and, except as expressly agreed in
writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arrangers has any
obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arrangers
and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Arrangers has any obligation to disclose
any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arrangers with respect to any breach or
alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. 
 10.17 Electronic
Execution of Assignments and Certain Other Documents. The words “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 or the keeping of records in electronic form, 

  

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

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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. 
  

			
	ASHLAND INC., as Borrower
		
	By:	 	/s/    Lamar M. Chambers
		 	Name: Lamar M. Chambers
		 	Title: Senior Vice President and Chief Financial Officer
		 	










			
	 BANK OF AMERICA, N.A., as
 Administrative
Agent and Collateral Agent

		
	By:	 	/s/    Ronaldo Naval
		 	Name: Ronaldo Naval
		 	Title: Vice President


  

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	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	/s/    Irene Bertozzi Bartenstein
		 	Name: Irene Bertozzi Bartenstein
		 	Title: Senior Vice President


  

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	 THE BANK OF NOVA SCOTIA, as a Lender and
 Syndication Agent

		
	By:	 	/s/    Todd Meller
		 	Name: Todd Meller
		 	Title: Managing Director


  

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	SunTrust Bank, as a Lender
		
	By:	 	/s/    Brian C. Wille
		 	 Name: Brian C. Wille
 Title: Vice
President



  

 -5- 









			
	Citibank, N.A., as a Lender
		
	By:	 	/s/    Daniel Gouger
		 	 Name: Daniel Gouger
 Title: Vice
President



  

 -6- 









			
	PNC Bank, National Association, as a Lender
		
	By:	 	/s/    C. Joseph Richardson
		 	 Name: C. Joseph Richardson
 Title: Senior Vice
President



  

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	THE BANK OF NEW YORK MELLON, as a Lender
		
	By:	 	/s/    William M. Feathers
		 	 Name: William M. Feathers
 Title: Vice
President



  

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	RAYMOND JAMES BANK, FSB, as a Lender
		
	By:	 	/s/    Joseph A. Ciccolini
		 	 Name: Joseph A. Ciccolini
 Title: Vice
President-Senior Corporate Banker



  

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	STATE BANK OF INDIA, (CALIFORNIA), as a Lender
		
	By:	 	/s/    U. Shantharama Shenoy
		 	 Name: U. Shantharama Shenoy
 Title: Vice President
& Manager



  

 -10- 









			
	Wells Fargo Bank, N.A., as a Lender
		
	By:	 	/s/    David Corts
		 	 Name: David Corts
 Title: Vice
President



  

 -11- 









			
	National City Bank, as a Lender
		
	By:	 	/s/    Deroy Scott
		 	 Name: Deroy Scott
 Title: Senior Vice
President



  

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	Fifth Third Bank, as a Lender
		
	By:	 	/s/    Megan S. Heisel
		 	 Name: Megan S. Heisel
 Title: Vice
President



  

 -13- 









			
	U.S. Bank National Association, as a Lender
		
	By:	 	/s/    John T. Prigge
		 	 Name: John T. Prigge
 Title: Assistant Vice President




  

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