EX-10.19





 Exhibit 10.19 

EXECUTION VERSION 
 This
AMENDMENT NO. 4 (this “Amendment”) to the Credit Agreement (as defined below) is entered into as of May 7, 2021, by and among CYXTERA DC HOLDINGS, INC. (f/k/a Colorado Buyer Inc.), a Delaware corporation
(“Borrower”), CYXTERA DC PARENT HOLDINGS, INC., a Delaware corporation (“Holdings”), the Subsidiary Loan Parties, the Extending Revolving Lenders (as defined below) party hereto, the other Revolving
Lenders party hereto and CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders (in such capacity, the “Collateral
Agent”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings assigned to such terms in the Amended Credit Agreement referred to below. 

W I T N E S S E T H: 

WHEREAS, Borrower, Holdings, the financial institutions from time to time party thereto as Lenders, the Administrative Agent, the Collateral
Agent, Citibank, N.A., as Swingline Lender, and Citibank, N.A., JPMorgan Chase Bank, N.A., Barclays Bank PLC, Credit Suisse AG, Jefferies Finance LLC, HSBC Bank USA, National Association and Citizens Bank, N.A., as Issuing Banks, are party to that
certain First Lien Credit Agreement, dated as of May 1, 2017 (as amended by that certain Amendment No. 1, dated as of April 30, 2018, as further amended by that certain Amendment No. 2, dated as of December 21, 2018, as
further amended by that certain Amendment No. 3, dated as of May 13, 2019, and as further amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the
“Credit Agreement”; the Credit Agreement as modified by this Amendment is referred to herein as the “Amended Credit Agreement”); 

WHEREAS, the Loan Parties and the Administrative Agent are party to that certain First Lien Guarantee Agreement, dated as of May 1, 2017
(as amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the “Guarantee Agreement”); 

WHEREAS, the Loan Parties and the Collateral Agent are party to that certain First Lien Collateral Agreement, dated as of May 1, 2017 (as
amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the “Collateral Agreement”); 

WHEREAS, Borrower has requested that the Credit Agreement be amended pursuant to a Refinancing Amendment and as set forth herein to establish
an Other Revolving Facility (the “Extended Revolving Facility”); 
 WHEREAS, those Revolving Lenders identified on
Schedule I hereto (the “Extended Revolving Facility Commitment Schedule”) under the heading “Extending Revolving Lenders” (collectively, the “Extending Revolving
Lenders”) are willing to exchange Initial Revolving Commitments and Revolving Loans under the Initial Revolving Facility for Revolving Loans under the Extended Revolving Facility (such Revolving Loans, “Extended Revolving
Loans”) and Revolving Commitments under the Extended Revolving Facility (such Revolving Commitments, “Extended Revolving Commitments”) on the Amendment No. 4 Effective Date (as defined below), which Extended
Revolving Loans and Extended Revolving Commitments shall constitute a separate Class of Revolving Loans and Revolving Commitments under the Credit Agreement from the Initial Revolving Loans and Initial Revolving Commitments; 












 WHEREAS, pursuant to Section 2.19 of the Credit Agreement,
Revolving Loans and Revolving Commitments under the Extended Revolving Facility may become effective pursuant to a Refinancing Amendment executed by the Borrower, each Person providing Extended Revolving Loans and Extended Revolving Commitments and
the Administrative Agent; 
 WHEREAS, the Borrower has requested that Revolving Loans denominated in Sterling be SONIA Loans (as defined in
the Amended Credit Agreement); and 
 WHEREAS, pursuant to Section 9.02(b) of the Credit Agreement, the consent of
each Lender directly and adversely affected thereby is required with respect to certain amendments affecting the rate of interest on any Loan. 

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto agree as follows: 
 SECTION 1.
Amendments to Credit Agreement (Extended Revolving Facility). 
 (a) Extended Revolving Loans; Extended Revolving Commitments.

 (i) Exchange. On the Amendment No. 4 Effective Date, each Extending Revolving Lender shall, severally but not jointly,
exchange its Initial Revolving Loans and Initial Revolving Commitments for an equal amount of Extended Revolving Loans and Extended Revolving Commitments under the Extended Revolving Facility (without limitation of the provisions of
Section 5 below). The Extended Revolving Facility Commitment Schedule attached hereto sets forth the Initial Revolving Loans and Initial Revolving Commitments that shall be exchanged into Extended Revolving Loans and
Extended Revolving Commitments on the Amendment No. 4 Effective Date (as defined below). 
 (ii) Extended Revolving Facility. The
Extended Revolving Facility shall constitute an Other Revolving Facility under the Amended Credit Agreement, and the Extended Revolving Loans shall constitute “Revolving Loans”, “Other Revolving Loans” and “Loans” for
all purposes under the Loan Documents; provided that (A) the Extended Revolving Loans and Extended Revolving Commitments shall constitute a Class of Revolving Loans and Revolving Commitments that is separate and distinct from the
Class of Revolving Loans represented by the Initial Revolving Loans and Initial Revolving Commitments (including, for the avoidance of doubt, for purposes of determining if one Class of Lenders is adversely affected for purposes of any
amendment, waiver or modification of the Credit Agreement pursuant to Section 9.02 thereof and for purposes of reductions of commitments pursuant to Section 2.07 of the Amended Credit Agreement),
(B) the Extended Revolving Facility shall constitute a Facility that is separate and distinct from the Initial Revolving Facility and (C) the Extended Revolving Loans will not be treated as being fungible with the Initial Revolving Loans for
U.S. federal income tax purposes. 












 (iii) Terms Generally. Except as expressly set forth in, or contemplated by, the
provisions of this Amendment, the Extended Revolving Loans and Extended Revolving Commitments will have identical terms to the Initial Revolving Loans and Initial Revolving Commitments. 

(iv) Security; Guarantees. The Extended Revolving Loans and Extended Revolving Commitments will rank pari passu in right of
payment and of security with the Initial Revolving Loans and Initial Revolving Commitments. 
 (iv) Maturity. The Maturity Date with
respect to the Extended Revolving Facility, the Extended Revolving Loans and Extended Revolving Commitments shall be November 1, 2023. 

(v) Confirmations. Each Extending Revolving Lender as of the Amendment No. 4 Effective Date hereby (i) confirms that it has
received a copy of the Credit Agreement, this Amendment and the other Loan Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Amendment, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such actions as agent on its behalf and to
exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (iv) agrees that it will
perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender. 

(vi) Initial Revolving Facility. For the avoidance of doubt, all Initial Revolving Loans and Initial Revolving Commitments not exchanged
for Extended Revolving Loans and Extended Revolving Commitments shall continue to be outstanding as Revolving Loans and Revolving Commitments under the Credit Agreement on and after the Amendment No. 4 Effective Date and shall mature on the
date that is five years after the Effective Date (May 1, 2022). 
 (viii) Miscellaneous. The Borrower hereby acknowledges that
(i) all of the Extended Revolving Loans outstanding as of the Amendment No. 4 Effective Date are denominated in Dollars and (ii) the Extended Revolving Loans and Extended Revolving Commitments are in a minimum aggregate principal
amount (and integral multiple amount in excess thereof) in accordance with Section 2.19 of the Credit Agreement. The Administrative Agent shall record in the Register the Extended Revolving Loans and Extended Revolving
Commitments, and the principal amounts and stated interest of the Extended Revolving Loans owing to each Extending Revolving Lender and its subsequent permitted assignees. 

(b) Interest Periods. All Interest Periods applicable to Initial Revolving Loans shall continue in effect after the Amendment No. 4
Effective Date. The Extended Revolving Loans shall be initially incurred pursuant to a Borrowing of Eurocurrency Loans, with such Borrowing to be subject to (i) Interest Periods which commence on the Amendment No. 4 Funding Date and end on
the last day of the Interest Periods applicable to the Initial Revolving Loans with respect to which the Extended Revolving Loans were received and (B) the Adjusted LIBO Rates applicable to the Initial Revolving Loans for such Interest Periods.













 (c) Borrowings and Repayments. Following the Amendment No. 4 Effective Date and
prior to the Maturity Date for the Initial Revolving Loans, all borrowings and all prepayments of Revolving Loans shall be made on a ratable basis among all Revolving Lenders (other than Revolving Loans denominated in Sterling which, until such time
as all Revolving Lenders have delivered a counterpart to this Amendment, shall be borrowed solely under the Extended Revolving Facility), based on the relative amounts of their Revolving Commitments. On the Maturity Date for the Initial Revolving
Loans, the Borrower shall pay to Administrative Agent for the account of each Revolving Lender with Initial Revolving Loans, the then unpaid principal amount of each Initial Revolving Loan. On and after the Maturity Date for the Initial Revolving
Loans, all borrowings and all prepayments of Extended Revolving Loans shall be made on a ratable basis among all Extending Revolving Lenders, based on the relative amounts of their Extended Revolving Commitments. 

(d) Letters of Credit and Swingline Loans. 

(i) Following the Amendment No. 4 Effective Date and prior to the Maturity Date for the Initial Revolving Loans, the allocation of LC
Exposure and Swingline Exposure shall be measured on a ratable basis in accordance with the relative amounts of Revolving Commitments held by all Revolving Lenders. On the Maturity Date for the Initial Revolving Loans, Swingline Exposure and LC
Exposure shall be reallocated among the Extending Revolving Lenders in accordance with their respective Pro Rata Shares of Extended Revolving Commitments; provided that no Extending Revolving Lender shall be required to hold Extended
Revolving Loans that exceed such Revolving Lender’s Extended Revolving Commitment at such time. On and after the Maturity Date for the Initial Revolving Loans, LC Exposure and Swingline Exposure shall be measured in accordance with the
respective Pro Rata Shares of the Extended Revolving Commitments held by each Extending Revolving Lender. 
 (ii) If the reallocation
described in clause (d)(i) above cannot, or can only partially, be effected, the Borrower shall within three Business Days following notice by the Administrative Agent (A) first, prepay the Swingline Exposure and (B) second, cash
collateralize LC Exposure (after giving effect to any partial reallocation resulting from clause (i) above) in accordance with the procedures set forth in Section 2.24(j) of the Credit Agreement, to the extent
necessary to permit such reallocation in full. 
 (iii) Notwithstanding anything to the contrary in the Amended Credit Agreement,
(A) the Maturity Date on which the Borrower is required to pay to the Swingline Lender the then unpaid principal amount of such Swingline Loan of such Swingline Lender is the Maturity Date applicable to the Extended Revolving Facility and
(B) the Maturity Date five Business Days prior to which Letters of Credit may be issued and with reference to which Letters of Credit may be required to be cash collateralized is the Maturity Date applicable to the Extended Revolving Facility.

 (e) Agreements of the Extending Lenders. Each Extending Lender agrees that effective on and at all times after the Amendment
No. 4 Effective Date, such Extending Lender will be bound by all obligations of a Lender under the Credit Agreement. 












 SECTION 2. Amendments to Credit Agreement (Revolving Loans denominated in Sterling be
SONIA Loans). Effective as of the Amendment No. 4 Effective Date (as defined below), the Credit Agreement is hereby amended by inserting the language indicated in single underlined text (indicated textually in the same manner as the
following example: single-underlined text) in Annex A hereto and by
deleting the language indicated by strikethrough text (indicated textually in the same manner as the following example: stricken text) in Annex A hereto. 
 SECTION 3. Representations and Warranties. The Borrower
represents and warrants as of the Amendment No. 4 Effective Date to the Administrative Agent, and to each of the Revolving Lenders party hereto (including, for the avoidance of doubt, the Extending Revolving Lenders) that: 

(a) This Amendment has been duly authorized, executed and delivered by each Loan Party hereto and constitutes a legal, valid and binding
obligation of each Loan Party hereto, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding in equity or at law. 
 (b) The representations and warranties
of each Loan Party hereto set forth in the Loan Documents are true and correct in all material respects (or in all respects if the applicable representation and warranty is qualified by materiality or Material Adverse Effect) on and as of the
Amendment No. 4 Effective Date, except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties are true and correct in all material respects (or in all respects if
the applicable representation and warranty is qualified by materiality or Material Adverse Effect) as of such earlier date. 
 (c) At the
time of and immediately after giving effect to this Amendment on the Amendment No. 4 Effective Date, no Event of Default shall have occurred and be continuing. 

SECTION 4. Conditions to Effectiveness. This Amendment shall become effective as of the date first above written (the
“Amendment No. 4 Effective Date”) when: 
 (a) the Administrative Agent shall have
received counterparts of this Amendment that, when taken together, bear the signatures of the Borrower, Holdings, the Subsidiary Guarantors and the consenting Revolving Lenders (including, for the avoidance of doubt, the Extending Revolving
Lenders)(it being understood that a Revolving Lender may consent to the Amendments set forth in Section 2 after the date hereof by delivering a counterpart to this Amendment); 

(b) the Administrative Agent shall have received a copy of, 

(i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable
Governmental Authority (or confirmation that any such Organization Document of such Loan Party delivered on the Effective Date (or on the effective date of any amendment to the Credit Agreement executed prior to the Amendment No. 4 Effective
Date) has not been modified and is still in effect), 












 (ii) signature and incumbency certificates of the Responsible Officers of
each Loan Party executing the Amendment, 
 (iii) resolutions of the Board of Directors of each Loan Party approving and
authorizing the execution, delivery and performance of Amendment No. 4, certified as of the Amendment No. 4 Effective Date by each Loan Party’s secretary, an assistant secretary or a Responsible Officer as being in full force and
effect without modification or amendment, 
 (iv) a good standing certificate (to the extent such concept exists) from the
applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, and 

(v) a certificate by a Responsible Officer of the Borrower (A) certifying that the representations and warranties set
forth in Section 3 of this Amendment are true and correct in all material respects as of the Amendment No. 4 Effective Date and (B) certifying that at the time of and immediately after giving effect to this
Amendment on the Amendment No. 4 Effective Date, no Event of Default shall have occurred and be continuing; 
 (c) the Administrative
Agent shall have received a written opinion of (i) Latham & Watkins LLP, special counsel to the Loan Parties, pertaining to matters of federal law, New York law and, with respect to the Loan Parties that are organized in Delaware,
certain provisions of Delaware law and (ii) Polsinelli PC, Missouri counsel to the Loan Parties; 
 (d) the Administrative Agent shall
have received payment of all expenses required to be paid or reimbursed by Borrower in connection with this Amendment pursuant to Section 9.03 of the Credit Agreement; provided that the Administrative Agent has
delivered to the Borrower one or more invoices setting forth such expenses in reasonable detail at least two Business Days prior to the Amendment No. 4 Effective Date; and 

(e) To the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial
Ownership Regulation”), at least two Business Days prior to the Amendment No. 4 Effective Date, the Administrative Agent shall have received a beneficial ownership certification as required by the Beneficial Ownership Regulation
(the “Beneficial Ownership Certificate”) in relation to the Borrower. 
 (f) Substantially concurrently with the
effectiveness of this Amendment, the Borrower shall have prepaid the Extended Revolving Loans in an amount such that after giving effect to such prepayment, the outstanding Revolving Lender’s Revolving Exposure does not the exceed the Total
Revolving Commitments after giving effect to the commitment reduction in Section 5. 
 The Administrative Agent shall notify each Lender of the
effectiveness of this Amendment on the Amendment No. 4 Effective Date. 












 SECTION 5. Reduction of Revolving Commitments. Subject to the satisfaction of the
conditions to effectiveness set forth in Section 4 on the Amendment No. 4 Effective Date and the consummation of the exchange of Initial Revolving Loans and Initial Revolving Commitments for Extended Revolving
Commitments pursuant to Section 1, the Borrower hereby notifies the Administrative Agent pursuant to Section 2.06 of the Amended Credit Agreement that the Revolving Commitments of each Extending
Revolving Lender under the Extended Revolving Facility shall be reduced by 15% on the Amendment No. 4 Effective Date as set forth on Schedule 1. Such reduction of commitments shall be done on a pro rata basis based on the Extended
Revolving Commitments of each Extending Lender and shall apply proportionately and permanently to reduce such Revolving Commitments. 

SECTION 6. Restricted Payments. Without the prior written consent of the Required Revolving Lenders, prior to an IPO, neither Holdings
nor the Borrower will, nor will they permit any Intermediate Parent or Restricted Subsidiary to, pay or make, directly or indirectly, any Restricted Payment pursuant to Section 6.08(a)(iv), (vi), (viii),
(xii), (xiv) or (xv) of the Amended Credit Agreement. For purposes of this Section 6, an IPO shall include, without limitation, the consummation of the merger contemplated by that certain Agreement
and Plan of Merger, dated as of February 21, 2021, by and among Starboard Value Acquisition Corp., a Delaware corporation, Mundo Merger Sub 1, Inc., a Delaware corporation, Mundo Merger Sub 2, LLC, a Delaware limited liability company, Cyxtera
Technologies, Inc., a Delaware corporation, and Mundo Holdings, Inc., a Delaware corporation, any other acquisition, purchase, merger, amalgamation or other combination of the Borrower, Holdings, any parent entity of the foregoing or any IPO Entity
by, into, or with, a publicly traded special purpose acquisition company, a targeted acquisition company, or any entity similar to the foregoing, and any other transaction or series of related transactions, following consummation of which the
Borrower, Holdings or any IPO Entity is either subject to the periodic reporting obligations of the Exchange Act, has a class or series of Equity Interests publicly traded on a recognized securities exchange (or over-the-counter market), or has any class or series of Equity Interests listed on a national securities exchange. 

SECTION 7. Credit Agreement. Except as expressly set forth herein, this Amendment (a) shall not by implication or otherwise limit,
impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Borrower or any other Loan Party under the Credit Agreement or any other Loan Document and (b) shall not alter, modify,
amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and
effect. Nothing herein shall be deemed to entitle the Borrower or any other Loan Party to any future consent to, or waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in
the Credit Agreement or any other Loan Document in similar or different circumstances. After the date hereof, any reference in the Loan Documents to the Credit Agreement shall mean the Credit Agreement as modified hereby. 

SECTION 8. Ratification of Guarantee and Security. 

(a) Each Guarantor reaffirms its Guarantee of the Guaranteed Obligations (as defined in the Guarantee Agreement) under the terms and conditions
of the Guarantee Agreement and agrees that such Guarantee remains in full force and effect and is hereby ratified, reaffirmed and confirmed. Each Guarantor hereby confirms that it consents to the terms of this Amendment. Each Guarantor hereby
(i) confirms that its Guarantee pursuant to each Loan Document to which it is a 












 
party or is otherwise bound will continue to Guarantee to the fullest extent possible in accordance with the Loan Documents, the payment and performance of the Guaranteed Obligations (as defined
in the Guarantee Agreement), including without limitation the payment and performance of all such Guaranteed Obligations that are joint and several obligations of each Guarantor now or hereafter existing; and (ii) acknowledges, agrees and
warrants for the benefit of the Administrative Agent and each Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would
enable such Guarantor to avoid or delay timely performance of its obligations under the Loan Documents (except to the extent such obligations constitute Excluded Swap Obligations with respect to such Guarantor). 

(b) Each Loan Party in its capacity as a grantor under the Collateral Agreement (each, a “Grantor”) hereby acknowledges
that it has reviewed and consents to the terms and conditions of this Amendment and the transactions contemplated hereby and by the Amended Credit Agreement. In addition, each Grantor reaffirms the security interests previously granted by such Loan
Party under the terms and conditions of the Collateral Agreement to secure the Obligations and agrees that such security interests remain in full force and effect and are hereby ratified, reaffirmed and confirmed. Each Loan Party hereby
(i) confirms that all Collateral encumbered by each Loan Document to which it is a party or is otherwise bound will continue to secure, to the fullest extent possible in accordance with the Loan Documents, the payment and performance of the
Secured Obligations, including without limitation the payment and performance of all such Secured Obligations that are joint and several obligations of each Loan Party now or hereafter existing, (ii) confirms its respective prior grant to the
Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Loan Party’s right, title and interest in, to and under all Collateral, whether now owned or existing or hereafter acquired
or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable
Secured Obligations (including all such Secured Obligations as amended or reaffirmed pursuant to this Amendment), subject to the terms contained in the applicable Loan Documents, (iii) confirms its respective prior pledge, prior grant of
security interest and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is a party and (iv) in each case, on and after the Amendment No. 4 Effective Date, acknowledges and affirms
that the Revolving Loans and Revolving Commitments under the Extended Revolving Facility made pursuant to this Amendment on the Amendment No. 4 Effective Date constitute “Secured Obligations” as defined in the Collateral Agreement.

 (c) Each Guarantor and Grantor acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall
continue in full force and effect, as modified hereby, and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment, except as expressly
contemplated hereby. 












 SECTION 9. Reference to and Effect on the Credit Agreement and the Loan Documents.

 (a) This Amendment shall constitute both an Refinancing Amendment and a Loan Document under the Amended Credit Agreement. 

(b) On and after the Amendment No. 4 Effective Date, (i) each reference in the Amended Credit Agreement to “this
Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Credit Agreement, (ii) each Extending Revolving Lender shall constitute a
“Lender”, a “Revolving Lender” and (if applicable) an “Additional Lender”, (iii) commitments in respect of the Extended Revolving Facility shall constitute “Other Revolving Commitments”, “Revolving
Commitments” and “Commitments”, (iv) the Revolving Loans under the Extended Revolving Facility shall constitute “Other Revolving Loans”, “Revolving Loans” and “Loans” and (v) the Extended Revolving
Facility shall constitute an “Other Revolving Facility”, a “Revolving Facility” and a “Facility”, in each case, for all purposes under the Credit Agreement and the other Loan Documents. 

SECTION 10. Miscellaneous. 

(a) Waivers and Amendments. Notwithstanding anything to the contrary in the Amended Credit Agreement, this Amendment may not be amended
nor may any provision hereof be waived except pursuant to, and may be waived pursuant to, a writing signed only by Borrower, the Administrative Agent and the Extending Revolving Lenders holding a majority of the Revolving Exposure in respect of the
Extended Revolving Facility. 
 (b) Successors and Assigns. The provisions of this Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns permitted by the Loan Documents. Nothing in this Amendment, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby, and as otherwise set forth in Section 9.04(a) of the Credit agreement) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

(c) Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original but all of
which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or electronic transmission shall be effective as delivery of a manually executed counterpart of this
Amendment. 
 (d) Integration. This Amendment 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. 

(e) Severability. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a
particular jurisdiction shall not invalidate such provision in any other jurisdiction. 












 (f) Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAW OF THE STATE OF NEW YORK. 
 (g) Jurisdiction; Venue; Consent to Service of Process. Each party hereto hereby agrees as set
forth in clauses (b), (c) and (d) of Section 9.09 of the Credit Agreement as if such clauses were set forth in full herein, mutatis mutandis. 

(h) Waiver of Jury Trial. EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 9.10 OF THE CREDIT AGREEMENT
AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN, MUTATIS MUTANDIS. 
 (i) Headings. The Section headings and subheadings used
herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment. 

[Signature Pages Follow] 












 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by
their respective authorized officers as of the day and year first written above. 
  

			
	Borrower:
	
	CYXTERA DC HOLDINGS, INC.
		
	By:	 	
                 

	Name:	 	
	Title:	 	
	
	Holdings:
	
	CYXTERA DC PARENT HOLDINGS, INC.
		
	By:	 	
                     


	Name:	 	
	Title:	 	
	
	Subsidiary Loan Parties:1
	
	CYXTERA DATA CENTERS, INC.
	(f/k/a Savvis, Inc.),
		
	By:	 	
                     
    

	Name:	 	
	Title:	 	
	
	CYXTERA COMMUNICATIONS, LLC
	(f/k/a Savvis Communications, LLC),
		
	By:	 	
                     
    

	Name:	 	
	Title:	 	


  

	1 	 To be confirmed. 














 
			
	Agent:
	
	CITIBANK, N.A.,
	as Administrative Agent and Collateral Agent; Swingline Lender; Issuing Bank
		
	By:	 	              

	Name:	 	
	Title:	 	














 
			
	Extending Revolving Lenders:
	
	 [                 ],

as an Extending Revolving [and Issuing Bank]

		
	By:	 	              

	Name:	 	
	Title:	 	














 
			
	THE REVOLVING LENDER SIGNATORY BELOW IS NOT AN EXTENDING REVOLVING LENDER AND IS NOT CONSENTING TO THE PROVISIONS OF SECTION 1 HERETO
	
	Revolving Lenders:
	
	 [             ],

as an Extending Revolving [and Issuing Bank]

		
	By:	 	
                     
    

	Name:	 	
	Title:	 	














 Schedule I 












 Annex A 

Amended Credit Agreement 












 CONFORMED THROUGH AMENDMENT NO. 4 

 
  

 
 FIRST LIEN CREDIT AGREEMENT 

dated as of May 1, 2017 
 by
and among 
 CYXTERA DC PARENT HOLDINGS, INC. 

as Initial Holdings, 
 COLORADO
BUYER INC., 
 as the Borrower, 

The Lenders Party Hereto, 

CITIBANK, N.A., 
 as Administrative
Agent and Collateral Agent, 
 JPMORGAN CHASE BANK, N.A., 

as Syndication Agent, 
 and 

BARCLAYS BANK PLC, CREDIT SUISSE SECURITIES (USA) LLC, 

JEFFERIES FINANCE LLC, HSBC SECURITIES (USA) INC., 

MACQUARIE CAPITAL (USA) INC. and CITIZENS BANK, N.A., 

as Documentation Agents 
  

 
 CITIGROUP GLOBAL
MARKETS INC., JPMORGAN CHASE BANK, N.A., 
 BARCLAYS BANK PLC, CREDIT SUISSE SECURITIES (USA) LLC, 

JEFFERIES FINANCE LLC, HSBC SECURITIES (USA) INC., 

MACQUARIE CAPITAL (USA) INC. and CITIZENS BANK, N.A., 

as Lead Arrangers and Joint Bookrunners 
  

 
  

 












 TABLE OF CONTENTS 
  

							
	 	 	 	  	Page	 
	ARTICLE I	  	 	 
	DEFINITIONS	  	 	 
			
	 SECTION 1.01
	 	 Defined Terms
	  	 	1	 
	 SECTION 1.02
	 	 Classification of Loans and Borrowings
	  	 	66	 
	 SECTION 1.03
	 	 Terms Generally
	  	 	66	 
	 SECTION 1.04
	 	 Accounting Terms; GAAP
	  	 	66	 
	 SECTION 1.05
	 	 Effectuation of Transactions
	  	 	67	 
	 SECTION 1.06
	 	 Currency Translation; Rates
	  	 	67	 
	 SECTION 1.07
	 	 Letters of Credit
	  	 	68	 
	 SECTION 1.08
	 	 Limited Condition Acquisitions
	  	 	68	 
		
	ARTICLE II	  	 	 
	THE CREDITS	  	 	 
			
	 SECTION 2.01
	 	 Commitments
	  	 	69	 
	 SECTION 2.02
	 	 Loans and Borrowings
	  	 	69	 
	 SECTION 2.03
	 	 Requests for Borrowings
	  	 	70	 
	 SECTION 2.04
	 	 Funding of Borrowings
	  	 	71	 
	 SECTION 2.05
	 	 Interest Elections
	  	 	72	 
	 SECTION 2.06
	 	 Termination and Reduction of Commitments
	  	 	73	 
	 SECTION 2.07
	 	 Repayment of Loans; Evidence of Debt
	  	 	74	 
	 SECTION 2.08
	 	 Amortization of Term Loans
	  	 	75	 
	 SECTION 2.09
	 	 Prepayment of Loans
	  	 	76	 
	 SECTION 2.10
	 	 Fees
	  	 	84	 
	 SECTION 2.11
	 	 Interest
	  	 	86	 
	 SECTION 2.12
	 	 Alternate Rate of Interest
	  	 	87	 
	 SECTION 2.13
	 	 Increased Costs
	  	 	87	 
	 SECTION 2.14
	 	 Break Funding Payments
	  	 	89	 
	 SECTION 2.15
	 	 Taxes
	  	 	89	 
	 SECTION 2.16
	 	 Payments Generally; Pro Rata Treatment; Sharing of Setoffs
	  	 	93	 
	 SECTION 2.17
	 	 Mitigation Obligations; Replacement of Lenders
	  	 	94	 
	 SECTION 2.18
	 	 Increased Loans and Commitments
	  	 	95	 
	 SECTION 2.19
	 	 Refinancing Amendments
	  	 	98	 
	 SECTION 2.20
	 	 Defaulting Lenders
	  	 	98	 
	 SECTION 2.21
	 	 Illegality
	  	 	101	 
	 SECTION 2.22
	 	 Loan Modification Offers
	  	 	102	 
	 SECTION 2.23
	 	 Swingline Loans
	  	 	103	 
	 SECTION 2.24
	 	 Letters of Credit
	  	 	105	 
	 SECTION 2.25
	 	 Dollar Amount
	  	 	109	 
		
	ARTICLE III	  	 	 
	REPRESENTATIONS AND WARRANTIES	  	 	 
			
	 SECTION 3.01
	 	 Organization; Powers
	  	 	110	 
	 SECTION 3.02
	 	 Authorization; Enforceability
	  	 	110	 
	 SECTION 3.03
	 	 Governmental and Third-Party Approvals; No Conflicts
	  	 	110	 


  
 i 














							
	 SECTION 3.04
	 	 Financial Condition; No Material Adverse Effect
	  	 	110	 
	 SECTION 3.05
	 	 Properties; Insurance
	  	 	111	 
	 SECTION 3.06
	 	 Litigation and Environmental Matters.
	  	 	111	 
	 SECTION 3.07
	 	 Compliance with Laws and Agreements
	  	 	112	 
	 SECTION 3.08
	 	 Investment Company Status
	  	 	112	 
	 SECTION 3.09
	 	 Taxes
	  	 	112	 
	 SECTION 3.10
	 	 ERISA
	  	 	112	 
	 SECTION 3.11
	 	 Disclosure
	  	 	113	 
	 SECTION 3.12
	 	 Subsidiaries
	  	 	113	 
	 SECTION 3.13
	 	 Intellectual Property; Licenses, Etc.
	  	 	113	 
	 SECTION 3.14
	 	 Solvency
	  	 	113	 
	 SECTION 3.15
	 	 Senior Indebtedness
	  	 	113	 
	 SECTION 3.16
	 	 Federal Reserve Regulations
	  	 	113	 
	 SECTION 3.17
	 	 Use of Proceeds
	  	 	114	 
	 SECTION 3.18
	 	 PATRIOT Act, OFAC and FCPA
	  	 	114	 
	 SECTION 3.19
	 	 Security Documents
	  	 	114	 
		
	ARTICLE IV	  	 	 
	CONDITIONS	  	 	 
			
	 SECTION 4.01
	 	 Effective Date
	  	 	114	 
	 SECTION 4.02
	 	 Each Credit Event
	  	 	116	 
		
	ARTICLE V	  	 	 
	AFFIRMATIVE COVENANTS	  	 	 
			
	 SECTION 5.01
	 	 Financial Statements and Other Information
	  	 	117	 
	 SECTION 5.02
	 	 Notices of Material Events
	  	 	120	 
	 SECTION 5.03
	 	 Information Regarding Collateral
	  	 	121	 
	 SECTION 5.04
	 	 Existence; Conduct of Business
	  	 	121	 
	 SECTION 5.05
	 	 Payment of Taxes, etc.
	  	 	121	 
	 SECTION 5.06
	 	 Maintenance of Properties
	  	 	121	 
	 SECTION 5.07
	 	 Insurance
	  	 	121	 
	 SECTION 5.08
	 	 Books and Records; Inspection and Audit Rights
	  	 	122	 
	 SECTION 5.09
	 	 Compliance with Laws
	  	 	122	 
	 SECTION 5.10
	 	 Use of Proceeds
	  	 	122	 
	 SECTION 5.11
	 	 Additional Subsidiaries
	  	 	123	 
	 SECTION 5.12
	 	 Further Assurances
	  	 	123	 
	 SECTION 5.13
	 	 Ratings
	  	 	123	 
	 SECTION 5.14
	 	 Certain Post-Closing Obligations
	  	 	123	 
	 SECTION 5.15
	 	 Designation of Subsidiaries
	  	 	124	 
	 SECTION 5.16
	 	 Change in Business
	  	 	124	 
	 SECTION 5.17
	 	 Changes in Fiscal Periods
	  	 	124	 
	 SECTION 5.18
	 	 Quarterly Lender Calls
	  	 	124	 
		
	ARTICLE VI	  	 	 
	NEGATIVE COVENANTS	  	 	 
			
	 SECTION 6.01
	 	 Indebtedness; Certain Equity Securities.
	  	 	124	 
	 SECTION 6.02
	 	 Liens
	  	 	130	 
	 SECTION 6.03
	 	 Fundamental Changes
	  	 	133	 


  
 ii 














							
	 SECTION 6.04
	 	 Investments, Loans, Advances, Guarantees and Acquisitions
	  	 	135	 
	 SECTION 6.05
	 	 Asset Sales
	  	 	137	 
	 SECTION 6.06
	 	 Holdings Covenant
	  	 	139	 
	 SECTION 6.07
	 	 Negative Pledge
	  	 	139	 
	 SECTION 6.08
	 	 Restricted Payments; Certain Payments of Indebtedness
	  	 	141	 
	 SECTION 6.09
	 	 Transactions with Affiliates
	  	 	145	 
	 SECTION 6.10
	 	 Financial Covenant
	  	 	146	 
		
	ARTICLE VII	  	 	 
	EVENTS OF DEFAULT	  	 	 
			
	 SECTION 7.01
	 	 Events of Default
	  	 	147	 
	 SECTION 7.02
	 	 Application of Proceeds
	  	 	150	 
	 SECTION 7.03
	 	 Cure Right
	  	 	151	 
		
	ARTICLE VIII	  	 	 
	THE ADMINISTRATIVE AGENT	  	 	 
		
	ARTICLE IX	  	 	 
	MISCELLANEOUS	  	 	 
			
	 SECTION 9.01
	 	 Notices
	  	 	156	 
	 SECTION 9.02
	 	 Waivers; Amendments
	  	 	157	 
	 SECTION 9.03
	 	 Expenses; Indemnity; Damage Waiver
	  	 	161	 
	 SECTION 9.04
	 	 Successors and Assigns
	  	 	162	 
	 SECTION 9.05
	 	 Survival
	  	 	168	 
	 SECTION 9.06
	 	 Counterparts; Integration; Effectiveness
	  	 	168	 
	 SECTION 9.07
	 	 Severability
	  	 	168	 
	 SECTION 9.08
	 	 Right of Setoff
	  	 	169	 
	 SECTION 9.09
	 	 Governing Law; Jurisdiction; Consent to Service of Process
	  	 	169	 
	 SECTION 9.10
	 	 WAIVER OF JURY TRIAL
	  	 	170	 
	 SECTION 9.11
	 	 Headings
	  	 	170	 
	 SECTION 9.12
	 	 Confidentiality
	  	 	170	 
	 SECTION 9.13
	 	 USA Patriot Act
	  	 	171	 
	 SECTION 9.14
	 	 [Reserved]
	  	 	171	 
	 SECTION 9.15
	 	 Release of Liens and Guarantees
	  	 	171	 
	 SECTION 9.16
	 	 No Fiduciary Relationship
	  	 	172	 
	 SECTION 9.17
	 	 Secured Cash Management Obligations and Secured Swap Obligations
	  	 	172	 
	 SECTION 9.18
	 	 Interest Rate Limitation
	  	 	172	 
	 SECTION 9.19
	 	 Acknowledgement and Consent to Bail-In of EEA Financial
Institutions
	  	 	173	 
	 SECTION 9.20
	 	 Intercreditor Agreements
	  	 	173	 
	 SECTION 9.21
	 	 Judgment Currency
	  	 	174	 


  
 iii 













 ANNEXES: 
  

			
	Annex I	  	Amortization Table for Term Loans
		
	SCHEDULES:	  	
		
	Schedule 1.01(a)	  	Excluded Subsidiaries
	Schedule 2.01(a)	  	Revolving Commitments
	Schedule 2.01(b)	  	Term Commitments
	Schedule 3.05	  	Owned Real Property
	Schedule 3.12	  	Subsidiaries
	Schedule 5.14	  	Certain Post-Closing Obligations
	Schedule 6.01	  	Existing Indebtedness
	Schedule 6.02	  	Existing Liens
	Schedule 6.04(f)	  	Existing Investments
	Schedule 6.07	  	Existing Restrictions
	Schedule 6.09	  	Existing Affiliate Transactions
		
	EXHIBITS:	  	
		
	Exhibit A-1	  	Form of Assignment and Assumption
	Exhibit A-2	  	Form of Affiliated Lender Assignment and Assumption
	Exhibit B	  	Form of Borrowing Request
	Exhibit C	  	Form of Guarantee Agreement
	Exhibit D	  	Form of Collateral Agreement
	Exhibit E	  	Form of Closing Date Intercreditor Agreement
	Exhibit F	  	Form of First Lien Intercreditor Agreement
	Exhibit G-1	  	Form of Closing Certificate
	Exhibit G-2	  	Form of Compliance Certificate
	Exhibit H	  	Form of Intercompany Note
	Exhibit I	  	Form of Specified Discount Prepayment Notice
	Exhibit J	  	Form of Specified Discount Prepayment Response
	Exhibit K	  	Form of Discount Range Prepayment Notice
	Exhibit L	  	Form of Discount Range Prepayment Offer
	Exhibit M	  	Form of Solicited Discounted Prepayment Notice
	Exhibit N	  	Form of Solicited Discounted Prepayment Offer
	Exhibit O	  	Form of Acceptance and Prepayment Notice
	Exhibit P-1	  	Form of U.S. Tax Compliance Certificate (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit P-2	  	Form of U.S. Tax Compliance Certificate (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit P-3	  	Form of U.S. Tax Compliance Certificate (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit P-4	  	Form of U.S. Tax Compliance Certificate (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit Q	  	Form of Mortgage


  
 iv 













 FIRST LIEN CREDIT AGREEMENT dated as of May 1, 2017 (this
“Agreement”), by and among CYXTERA DC PARENT HOLDINGS, INC., a Delaware corporation (“Initial Holdings”), COLORADO BUYER INC., a Delaware corporation, as borrower (in such capacity, the “Borrower”),
the LENDERS party hereto, and CITIBANK, N.A., as Administrative Agent and as Collateral Agent. Capitalized terms used in the recitals below that are not otherwise defined therein have the respective meanings set forth in Section 1.01. 

WHEREAS, the Borrower has requested the Lenders to extend $150,000,000 in aggregate principal amount of Revolving Commitments on the Effective
Date. 
 WHEREAS, the Borrower has requested the Lenders to extend $815,000,000 in aggregate principal amount of Initial Term Loans on the
Effective Date. 
 WHEREAS, the Lenders have agreed to provide such Revolving Commitments and Initial Term Loans on the terms and conditions
set forth herein. 
 NOW THEREFORE, the parties hereto agree as follows: 

ARTICLE I 
 DEFINITIONS 

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

“2017 Audit Extension Date” means May 31, 2018; provided that such date shall automatically be extended to each
subsequent date set forth in the column under the caption “2017 Audit Extension Date” in the table below but only if the Borrower has paid to the Administrative Agent, on behalf of and for the account of each Amendment No. 1
Consenting Lender, a fee equal to the product of (x) the percentage set forth in the corresponding column under the caption “Extension Fee” in the table below (expressed as a decimal) times (y) the sum (without
duplication) of such Amendment No. 1 Consenting Lender’s Loans and Commitments as of the Amendment No. 1 Effective Date (as well as each of the fees payable with respect to each preceding extension), on or before the date set forth in
the corresponding column under the caption “Extension Fee Payment Date” in the table below: 
  

									
	 2017 Audit Extension Date
	  	Extension Fee	 	 	Extension Fee Payment
Date	 
	 June 30, 2018
	  	 	0.125	% 	 	 	May 31, 2018	 
	 July 31, 2018
	  	 	0.125	% 	 	 	June 30, 2018	 

 “ABR,” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. 
 “Acceptable
Discount” has the meaning assigned to such term in Section 2.09(a)(ii)(D)(2). 
 “Acceptable Prepayment
Amount” has the meaning assigned to such term in Section 2.09(a)(ii)(D)(3). 
  












 “Acceptance and Prepayment Notice” means an irrevocable written notice from
a Lender accepting a Solicited Discounted Prepayment Offer to make a Discounted Loan Prepayment at the Acceptable Discount specified therein pursuant to Section 2.09(a)(ii)(D) substantially in the form of Exhibit O. 

“Acceptance Date” has the meaning specified in Section 2.09(a)(ii)(D)(2). 

“Accepting Lenders” has the meaning specified in Section 2.22(a). 

“Accounting Changes” has the meaning specified in Section 1.04(d). 

“Acquired Business” means Target and the Target Subsidiaries. 

“Acquired EBITDA” means, with respect to any Pro Forma Entity for any period, the amount for such period of Consolidated
EBITDA of such Pro Forma Entity (determined as if references to the Borrower and the Restricted Subsidiaries in the definition of the term “Consolidated EBITDA” (and in the component financial definitions used therein) were references to
such Pro Forma Entity and its Subsidiaries which will become Restricted Subsidiaries), all as determined on a consolidated basis for such Pro Forma Entity. 

“Acquired Entity or Business” has the meaning given such term in the definition of “Consolidated EBITDA.” 

“Acquisition” means the acquisition of the Acquired Business pursuant to the Acquisition Agreement. 

“Acquisition Agreement” means the Stock Purchase Agreement, dated as of November 3, 2016, by and between Seller and
Borrower, as amended from time to time and together with the schedules and exhibits thereto. 
 “Acquisition Documents”
means the Acquisition Agreement, all other agreements entered into between the Target or its Affiliates and Holdings or its Affiliates in connection with the Acquisition and all schedules, exhibits and annexes to each of the foregoing and all side
letters, instruments and agreements affecting the terms of the foregoing or entered into in connection therewith. 
 “Acquisition
Transaction” means the purchase or other acquisition, by merger, consolidation or otherwise, by the Borrower or any Restricted Subsidiary of Equity Interests in, or all or substantially all the assets of (or all or substantially all the
assets constituting a business unit, division, product line or line of business of), any Person. 
 “Additional Lender”
means, at any time, any bank or other financial institution (including any such bank or financial institution that is a Lender at such time) that agrees to provide any portion of any (a) Incremental Revolving Commitment, Incremental Term
Commitment or Incremental Loan pursuant to an Incremental Facility Amendment in accordance with Section 2.18 or (b) Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with Section 2.19;
provided that each Additional Lender (other than any Person that is a Lender, an Affiliate of a Lender or an Approved Fund of a Lender at such time) shall be subject to the approval of the Administrative Agent (such approval in each case not
to be unreasonably withheld or delayed) and the Borrower. 

  
 2 













 “Adjusted LIBO Rate” means, with respect to any Eurocurrency Borrowing for
any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the applicable LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. 

“Adjustment Date” means the last day of each calendar month of March, June, September and December. 

“Administrative Agent” means Citibank, N.A., in its capacity as administrative agent hereunder and under the other Loan
Documents, and its successors in such capacity as provided in Article VIII. 
 “Administrative Questionnaire” means an
administrative questionnaire in a form supplied by the Administrative Agent. 
 “Affected Class” has the meaning specified
in Section 2.22(a). 
 “Affiliate” means, with respect to a specified Person, another Person that directly or
indirectly Controls or is Controlled by or is under common Control with the Person specified. For purposes of this Agreement and the other Loan Documents, Jefferies LLC and its Affiliates shall be deemed to be Affiliates of Jefferies Finance LLC and
its Affiliates. 
 “Affiliated Debt Fund” means (a) an Affiliated Lender that is a bona fide debt fund engaged in, or
that advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course and the investment decisions of
which are not controlled by the private equity business of the relevant Sponsor and (b) any trust, fund, other entity or separate allocation of funds and portfolio of assets of an Affiliated Lender which, in each case, is managed independently
from all other trusts, funds, allocation of funds, portfolios of assets or other entities managed or controlled by a Sponsor, which have been established for the primarily or main purpose of investing in the share capital of companies (and, for the
avoidance of doubt, but without limitation, an entity, trust, fund, allocation of funds or portfolio of assets shall be treated as being managed independently from all other trusts, funds, allocations of funds, portfolios of assets or other entities
managed or controlled by a Sponsor, if it has a different general partner, (or equivalent)) or a different person or committee who has the ultimate decision making power on investments. 

“Affiliated Lender” means, at any time, any Lender that is an Affiliate of the Borrower (other than Holdings, the Borrower or
any of their respective Subsidiaries) at such time. 
 “Affiliated Lender Assignment and Assumption” has the meaning
assigned to such term in Section 9.04(f)(6). 
 “Affiliated Lender Cap” has the meaning assigned to such term in
Section 9.04(f)(5). 
 “Agent” means the Administrative Agent, the Collateral Agent, each Lead Arranger, each Joint
Bookrunner, the Syndication Agent, each Co-Documentation Agent and any successors and assigns in such capacity, and “Agents” means two or more of them. 

“Agreement” has the meaning provided in the preamble hereto. 

  
 3 













 “Alternate Base Rate” means for any day a fluctuating rate per annum equal
to the highest of (a) the Federal Funds Effective Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Citibank as its “prime rate,” and (c) the Adjusted LIBO Rate on
such day (or if such day is not a Business Day, the immediately preceding Business Day) for a deposit in Dollars with a maturity of one month plus 1.00%. The “prime rate” is a rate set by Citibank based upon various factors including
Citibank’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by
Citibank shall take effect at the opening of business on the day specified in the public announcement of such change. Notwithstanding the foregoing, solely with respect to the Initial Term Loans, the Alternate Base Rate will be deemed to be 2.00%
per annum if the Alternate Base Rate calculated pursuant to the foregoing provisions would otherwise be less than 2.00% per annum. 

“Alternative Currency” means (a) Canadian Dollars and Sterling and (b) subject to the consent of the Administrative
Agent, each Issuing Bank agreeing to issue Letters of Credit in such currency and each Revolving Lender agreeing to make Revolving Loans in such currency, any other currency. 

“Amendment No. 1” means that certain Amendment No. 1, dated as of April 30, 2018, by and among
the Borrower, Holdings, the Subsidiary Loan Parties, the Lenders party thereto, the Administrative Agent and the Collateral Agent. 

“Amendment No. 1 Consenting Lender” means the “Consenting Lenders” (as defined in Amendment
No. 1) and their respective successors and permitted assigns. 
 “Amendment No. 1 Effective Date”
has the meaning set forth in Amendment No. 1. 
 “Amendment No. 2” means that certain Amendment
No. 2, dated as of December 21, 2018, by and among the Borrower, Holdings, the Subsidiary Loan Parties, the Lenders party thereto, the Administrative Agent and the Collateral Agent. 

“Amendment No. 2 Effective Date” has the meaning set forth in Amendment No. 2. 

“Amendment No. 4” means that certain Amendment No. 4, dated as of May 7, 2021, by and among the
Borrower, Holdings, the Subsidiary Loan Parties, the Lenders party thereto, the Administrative Agent and the Collateral Agent. 

“Amendment No. 4 Effective Date” has the meaning set forth in Amendment No. 4. 

“Applicable Account” means, with respect to any payment to be made to the Administrative Agent hereunder, the account
specified by the Administrative Agent from time to time for the purpose of receiving payments of such type. 
 “Applicable
Discount” has the meaning assigned to such term in Section 2.09(a)(ii)(C)(2). 
 “Applicable Rate” means:

  

	(a)	 with respect to the Initial Term Loans, 3.00% for Eurocurrency Loans and 2.00% for ABR Loans;



  

	(b)	 with respect to any Class of Term Loans other than the Initial Term Loans, as specified in the applicable
Incremental Facility Amendment, Refinancing Amendment or Permitted Amendment; and 



  
 4 














	(c)	 with respect to all Revolving Loans, with respect to each fiscal quarter, the applicable rate per annum set
forth in the table below, based upon the First Lien Leverage Ratio for the Test Period ended as of the most recent Adjustment Date; provided that until the first Adjustment Date occurring after the first full fiscal quarter ended after the
Effective Date, the “Applicable Rate” will be the applicable rate per annum set forth below in Category 1: 


  

													
	 First Lien Leverage Ratio
	  	Adjusted LIBO Rate	 	 	Daily Simple
SONIA	 	 	ABR	 
	 Category 1:

Greater than 4.00 to 1.00
	  	 	3.00	% 	 	 	3.0326	% 	 	 	2.00	% 
	 Category 2:

Equal to or less than 4.00 to 1.00 but greater than 3.50 to 1.00
	  	 	2.75	% 	 	 	2.7827	% 	 	 	1.75	% 
	 Category 3:

Equal to or less than 3.50 to 1.00
	  	 	2.50	% 	 	 	2.5326	% 	 	 	1.50	% 

 ; and 
  

	(d)	 the Applicable Rate for Revolving Loans will be adjusted quarterly on a prospective basis on each Adjustment
Date based upon the First Lien Leverage Ratio in accordance with the applicable table above; provided that (i) if an Event of Default shall have occurred and be continuing at the time any reduction in the Applicable Rate would otherwise
be implemented, then no such reduction shall be implemented until the date on which such Event of Default shall no longer be continuing, and (ii) if any Compliance Certificate delivered pursuant to this Agreement is at any time restated or
otherwise revised, or if the information set forth in any such Compliance Certificate otherwise proves to be false or incorrect such that the Applicable Rate would have been higher than was otherwise in effect during any period, without constituting
a waiver of any Default or Event of Default arising as a result thereof, interest due with respect to Loans under this Agreement shall be recalculated by the Administrative Agent at such higher rate for any applicable periods and shall be due and
payable within 5 Business Days of receipt of such calculation by the Borrower from the Administrative Agent and shall be payable only to the Lenders whose Revolving Loans were outstanding during such period when the Applicable Rate should have been
higher (regardless of whether such Lenders remain parties to this Agreement at the time such payment is made). 



“Approved Bank” has the meaning assigned to such term in the definition of the term “Permitted Investments.” 

“Approved Electronic Communications” means each notice, demand, communication, information, document and other material that
any Loan Party is obligated to, or otherwise chooses to, provide to the Administrative Agent and/or the Collateral Agent pursuant to any Loan Document or the transactions contemplated therein, including (a) any supplement, joinder or amendment
to the Security Documents and any other written communication delivered or required to be delivered in respect of any Loan Document or the transactions contemplated therein and any financial statements, financial and other report, notice, request,
certificate and other information materials; provided, however, that solely with respect to delivery of any such Communication by any Loan Party to the Administrative Agent and without limiting or otherwise affecting either the Administrative
Agent’s right to effect delivery of such 

  
 5 













 
Communication by posting such Communication to the Approved Electronic Platform or the protections afforded hereby to the Administrative Agent in connection with any such posting, “Approved
Electronic Communication” shall exclude (i) any notice of borrowing, letter of credit request, notice of conversion or continuation, and any other notice, demand, communication, information, document and other material relating to a
request for a new, or a conversion of an existing, Borrowing, (ii) any notice relating to the payment of any principal or other amount due under any Loan Document prior to the scheduled date therefor, (iii) all notices of any Default or
Event of Default and (iv) any notice, demand, communication, information, document and other material required to be delivered to satisfy any of the conditions set forth in Article IV or any other condition to any Borrowing or other extension
of credit hereunder or any condition precedent to the effectiveness of this Agreement. 
 “Approved Electronic Platform”
has the meaning assigned to such term in Section 9.01. 
 “Approved Foreign Bank” has the meaning assigned to such
term in the definition of the term “Permitted Investments.” 
 “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. 

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the
consent of any Person whose consent is required by Section 9.04), substantially in the form of Exhibit A-1 or any other form reasonably approved by the Administrative Agent. 

“Auction Agent” means (a) the Administrative Agent or (b) any other financial institution or advisor employed by
the Borrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Loan Prepayment pursuant to Section 2.09(a)(ii); provided that the Borrower shall not designate the
Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Agent). 

“Audited Financial Statements” means the audited consolidated balance sheets of the Acquired Business as at the end of, and
the related consolidated statements of operations, comprehensive income (loss), cash flows and parent net investment of the Acquired Business for, the fiscal years ended December 31, 2014 and December 31, 2015, including the notes thereto.

 “Availability Period” means the period from and including the Effective Date to but excluding the earlier of
(a) the Maturity Date of any Revolving Commitments and (b) the date of termination of such Revolving Commitments. 

“Available Amount,” means a cumulative amount equal to (without duplication): 

 

	(a)	 the greater of (i) $75,000,000 and (ii) 30% of Consolidated EBITDA on a Pro Forma Basis for the most recently
completed Test Period as of such time (the “Starter Basket”); plus 


  

	(b)	 50% of Consolidated Net Income for the period (treated as one accounting period) from the Effective Date to the
end of the most recent Test Period (with any portion of such calculation representing less than a full fiscal quarter of the Borrower calculated based on the total Consolidated Net Income for such fiscal quarter prorated for the actual number of
days during such fiscal quarter occurring on and after the Effective Date), plus 



  
 6 














	(c)	 returns, profits, distributions and similar amounts received in cash or Permitted Investments by the Borrower
and the Restricted Subsidiaries on Investments made using the Available Amount (not to exceed the amount of such Investments), plus 


  

	(d)	 Investments of the Borrower or any of the Restricted Subsidiaries in any Unrestricted Subsidiary made using the
Available Amount that has been re-designated as a Restricted Subsidiary or that has been merged or consolidated with or into the Borrower or any of the Restricted Subsidiaries (up to the lesser of (i) the
Fair Market Value of the Investments of the Borrower and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation or merger or consolidation and (ii) the Fair Market Value of the original Investment by the
Borrower and the Restricted Subsidiaries in such Unrestricted Subsidiary), plus 


  

	(e)	 the Net Proceeds of a sale or other Disposition of any Unrestricted Subsidiary (including the issuance of stock
of an Unrestricted Subsidiary, but excluding any such Disposition to the Borrower or a Restricted Subsidiary) received by the Borrower or any Restricted Subsidiary, plus 



 

	(f)	 the value of any Unrestricted Subsidiary that has been merged or consolidated with or into the Borrower or any
of its Restricted Subsidiaries (up to the lesser of (i) the fair market value (as determined in good faith by the Borrower) of the Investments of the Borrower and its Restricted Subsidiaries in such unrestricted subsidiary at the time of such re-designation or merger or consolidation and (ii) the fair market value of the original investments by the Borrower and its Restricted Subsidiaries in such unrestricted subsidiary, plus



  

	(g)	 dividends or other distributions or returns on capital received by the Borrower or any Restricted Subsidiary
from an Unrestricted Subsidiary, plus 


  

	(h)	 the aggregate amount of any Retained Declined Proceeds since the Effective Date. 



“Available Equity Amount” means a cumulative amount equal to (without duplication): 

 

	(a)	 the Net Proceeds of new public or private issuances of Qualified Equity Interests in Holdings or any parent of
Holdings which are contributed to the Borrower after the Effective Date (other than such amount constituting a Cure Amount), plus 


  

	(b)	 capital contributions received by the Borrower after the Effective Date in cash or Permitted Investments (other
than in respect of any Disqualified Equity Interest or constituting a Cure Amount and the Fair Market Value of other property that is useful in the business of the Borrower and its Restricted Subsidiaries and contributed to the capital of the
Borrower after the Effective Date (including through consolidation or merger), plus 


  

	(c)	 the net cash proceeds received by the Borrower from Indebtedness and Disqualified Equity Interest issuances
issued after the Effective Date and which have been exchanged or converted into Qualified Equity Interests, plus 


  

	(d)	 returns, profits, distributions and similar amounts received in cash or Permitted Investments by the Borrower
and the Restricted Subsidiaries on Investments made using the Available Equity Amount (not to exceed the amount of such Investments). 



“Available Revolving Commitment” means, at any time, with respect to the Revolving Facility, the Revolving Commitments of any
Revolving Lender then in effect under the Revolving Facility minus the Revolving Exposure of such Revolving Lender under the Revolving Facility at such time. 

  
 7 













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

“Bail-In Legislation” means, with respect to any EEA Member Country implementing
Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In
Legislation Schedule. 
 “Basel III” means, collectively, those certain agreements on capital requirements, a leverage
ratio and liquidity standards contained in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems,” “Basel III: International Framework for Liquidity Risk Measurement, Standards and Monitoring,”
and “Guidance for National Authorities Operating the Countercyclical Capital Buffer,” each as published by the Basel Committee on Banking Supervision in December 2010 (as revised from time to time), and as implemented by a Lender’s
primary banking regulatory authority. 
 “Board of Directors” means, with respect to any Person, (a) in the case of
any corporation, the board of directors of such Person or any committee thereof duly authorized to act on behalf of such board, (b) in the case of any limited liability company, the board of managers or board of directors of such Person,
(c) in the case of any partnership, the board of directors or board of managers of a general partner of such Person and (d) in any other case, the functional equivalent of the foregoing. 

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

“Borrower” has the meaning provided in the preamble hereto and including any Successor Borrower. 

“Borrower Offer of Specified Discount Prepayment” means the offer by the Borrower to make a voluntary prepayment of Loans at
a specified discount to par pursuant to Section 2.09(a)(ii)(B). 
 “Borrower Solicitation of Discount Range Prepayment
Offers” means the solicitation by the Borrower of offers for, and the corresponding acceptance by a Lender of, a voluntary prepayment of Loans at a specified range at a discount to par pursuant to Section 2.09(a)(ii)(C). 

“Borrower Solicitation of Discounted Prepayment Offers” means the solicitation by the Borrower of offers for, and the
subsequent acceptance, if any, by a Lender of, a voluntary prepayment of Loans at a discount to par pursuant to Section 2.09(a)(ii)(D). 

“Borrowing” means (a) Loans of the same Facility, Class and Type, made, converted or continued on the same date in
the same currency and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect and (b) Swingline Loans. 

“Borrowing Minimum” means (a) in the case of a Borrowing denominated in Dollars, the lesser of $1,000,000 and the
remaining Commitments of the applicable Class, (b) in the case of a Borrowing denominated in Canadian Dollars, the lesser of C$1,000,000 and the remaining Commitments of the applicable Class, (c) in the case of a Borrowing denominated in
Sterling, the lesser of £500,000 and the remaining Commitments of the applicable Class and (d) in the case of a Borrowing denominated in any Alternative Currency other than Canadian Dollars or Sterling, the lesser of an amount to be
agreed by the Administrative Agent and the Borrower at the time such Alternative Currency is established under this Agreement and the remaining Commitments of the applicable Class. 

  
 8 













 “Borrowing Multiple” means (a) in the case of a Borrowing denominated
in Dollars, $1,000,000, (b) in the case of a Borrowing denominated in Canadian Dollars, C$1,000,000, (c) in the case of a Borrowing denominated in Sterling, of £1,000,000 and (d) in the case of a Borrowing denominated in any Alternative
Currency other than Canadian Dollars or Sterling, an amount to be agreed by the Administrative Agent and the Borrower at the time such Alternative Currency is established under this Agreement. 

“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03, in substantially
the form of Exhibit B or another form which is acceptable to the Administrative Agent in its reasonable discretion. 

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are
authorized or required by law to remain closed; provided that (i) when used in connection with a Eurocurrency Loan denominated in Dollars, the term “Business Day” shall also exclude any day on which banks are not open for
dealings in Dollar deposits in the London interbank market and (ii) when used in connection with a Eurocurrency Loan denominated in an Alternative Currency or in connection with a SONIA Loan, the term “Business Day” shall also exclude
any day on which banks are not open for dealings in deposits in such Alternative Currency in the London or other applicable offshore interbank market for such Alternative Currency. For purposes of making the Term Loans or issuing any Letters of
Credit on the Effective Date, May 1, 2017 shall be considered a Business Day. 
 “Business Material Adverse Effect”
has the meaning assigned to such term in the Acquisition Agreement. 
 “Canadian Dollars” and “C$” mean
the lawful currency of Canada. 
 “Capital Expenditures” means, for any period, the additions to property, plant and
equipment and other capital expenditures of the Borrower and the Restricted Subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of the Borrower for such period prepared in accordance with GAAP. 

“Capital Lease Obligation” means an obligation that is a Capitalized Lease; and the amount of Indebtedness represented
thereby at any time shall be the amount of the liability in respect thereof that would at that time be required to be capitalized on a balance sheet in accordance with GAAP as in effect on the Effective Date. 

“Capitalized Leases” means all leases that have been or should be, in accordance with GAAP as in effect on the Effective
Date, recorded as capitalized leases. 
 “Capitalized Software Expenditures” means, for any period, the aggregate of all
expenditures (whether paid in cash or accrued as liabilities) by the Borrower and the Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with
GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of the Borrower and the Restricted Subsidiaries. 

“Cash Management Obligations” means (a) obligations in respect of any overdraft and related liabilities arising from
treasury, depository, cash pooling arrangements and cash management services or any automated clearing house transfers of funds and (b) other obligations in respect of netting services, employee credit or purchase card programs and similar
arrangements. 

  
 9 













 “Cash Management Services” has the meaning provided in the definition of
the term “Secured Cash Management Obligations.” 
 “Casualty Event” means any event that gives rise to the
receipt by the Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets
or real property. 
 “Change of Control” means (a) the failure of Holdings prior to an IPO, or, after an IPO, the IPO
Entity, to own directly or indirectly through wholly-owned Subsidiaries that are Guarantors, all of the Equity Interests in the Borrower, (b) prior to an IPO, the failure by the Permitted Holders to own, directly or indirectly through one or
more holding company parents of Holdings, beneficially and of record, Equity Interests in Holdings representing at least a majority of the aggregate ordinary voting power for the election of the Board of Directors of Holdings represented by the
issued and outstanding Equity Interests in Holdings, unless the Permitted Holders otherwise have the right (pursuant to contract, proxy or otherwise), directly or indirectly, to designate, nominate or appoint (and do so designate, nominate or
appoint) a majority of the Board of Directors of Holdings, (c) after an IPO, the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group, other than the Permitted Holders (directly or indirectly,
including through one or more holding companies), of Equity Interests representing 40% or more of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests in the IPO Entity and the percentage of the aggregate
ordinary voting power so held is greater than the percentage of the aggregate ordinary voting power represented by the Equity Interests in the IPO Entity held by the Permitted Holders, unless the Permitted Holders (directly or indirectly, including
through one of more holding companies) otherwise have the right (pursuant to contract, proxy or otherwise), directly or indirectly, to designate, nominate or appoint (and do so designate, nominate or appoint) a majority of the Board of Directors of
Holdings or the IPO Entity, or (d) the occurrence of a “Change of Control” (or similar event, however denominated), as defined in the documentation governing the Second Lien Facility (and any Permitted Refinancing thereof) or any
other Material Indebtedness that is Subordinated Indebtedness. For purposes of this definition, (i) “beneficial ownership” shall be as defined in Rules 13(d)-3 and
13(d)-5 under the Exchange Act, (ii) the phrase Person or “group” is within the meaning of Section 13(d) or 14(d) of the Exchange Act, but excluding any employee benefit plan of such Person
or “group” and its subsidiaries and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, and (iii) if any Person or “group” includes one or more Permitted Holders, the
issued and outstanding Equity Interests of Holdings, the IPO Entity or the Borrower, as applicable, directly or indirectly owned by the Permitted Holders that are part of such Person or “group” shall not be treated as being owned by such
Person or “group” for purposes of determining whether clause (c) of this definition is triggered). 
 “Change in
Law” means (a) the adoption of any rule, regulation, treaty or other law after the date of this Agreement, (b) any change in any rule, regulation, treaty or other law or in the administration, interpretation or application thereof
by any Governmental Authority after the date of this Agreement or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this
Agreement; provided that, notwithstanding anything herein to the contrary, (i) any requests, rules, guidelines or directives under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or issued in connection therewith
and (ii) any requests, rules, guidelines or directives promulgated by the Bank of International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each
case pursuant to Basel III, shall in each case shall be deemed to be a “Change in Law,” regardless of when enacted, adopted, promulgated or issued, but only to the extent such rules, regulations, or published interpretations or directives
are applied to the Borrower and its Subsidiaries by the Administrative Agent or any Lender in substantially the same manner as applied to other similarly situated borrowers under comparable syndicated credit facilities, including, without
limitation, for purposes of Section 2.13. 

  
 10 













 “Citibank” means Citibank, N.A., and its successors. 

“Class” when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, are Loans under a specific Facility (including Revolving Loans, Loans under an Incremental Revolving Facility, Other Revolving Loans, Initial Term Loans, Incremental Term Loans and Other Term Loans), (b) any Commitment, refers to whether
such Commitment is a Commitment under a specific Facility (including Initial Revolving Commitments, Incremental Revolving Commitments, Commitments in respect of an Incremental Revolving Facility, Initial Term Commitments, Incremental Term
Commitments or Other Term Commitments) and (c) any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class of Loans or Commitments. Any Revolving Loans or Term Loans that have different terms and
conditions from other Revolving Loans or Term Loans, as applicable, shall be construed to be in different Classes. 
 “Closing Date
Intercreditor Agreement” means the Intercreditor Agreement, dated as of the date hereof, by and between the Administrative Agent and JPMorgan Chase Bank, N.A., as Second Lien Agent, and acknowledged by the Loan Parties, substantially in the
form of Exhibit E. 
 “Co-Documentation Agents” means Deutsche Bank
Securities Inc., Nomura Securities International, Inc. and Jefferies Finance LLC. 
 “Code” means the Internal Revenue Code
of 1986, as amended from time to time. 
 “Collateral” means any and all assets, whether real or personal, tangible or
intangible, on which Liens are purported to be granted pursuant to the Security Documents as security for the Secured Obligations. 

“Collateral Agent” has the meaning assigned in the Collateral Agreement. 

“Collateral Agreement” means the First Lien Collateral Agreement by and among the Loan Parties and the Collateral Agent,
substantially in the form of Exhibit D. 
 “Collateral and Guarantee Requirement” means, at any time, the
requirement that: 
  

	(a)	 the Administrative Agent shall have received from (i) Holdings, each Intermediate Parent, the Borrower and
each Domestic Subsidiary (other than an Excluded Subsidiary) either (x) a counterpart of the Guarantee Agreement duly executed and delivered on behalf of such Person or (y) in the case of any Person that becomes a Loan Party after the
Effective Date (including by ceasing to be an Excluded Subsidiary), a supplement to the Guarantee Agreement, in the form specified therein, duly executed and delivered on behalf of such Person and (ii) Holdings, the Borrower and each Subsidiary
Loan Party either (x) a counterpart of the Collateral Agreement duly executed and delivered on behalf of such Person or (y) in the case of any Person that becomes a Subsidiary Loan Party after the Effective Date (including by ceasing to be
an Excluded Subsidiary), a supplement to the Collateral Agreement, in the form specified therein, duly executed and delivered on behalf of such Person, in each case under this clause (a) together with, in the case of any such Loan Documents
executed and delivered after the Effective Date, documents and, to the extent reasonably requested by the Administrative Agent, opinions and certificates of the type referred to in Section 4.01(b) and 4.01(c)); 



  
 11 














	(b)	 all outstanding Equity Interests of each Intermediate Parent, the Borrower and the Restricted Subsidiaries
(other than any Equity Interests constituting Excluded Assets or Equity Interests of Immaterial Subsidiaries) owned by or on behalf of any Loan Party shall have been pledged pursuant to the Collateral Agreement (and the Administrative Agent shall
have received certificates or other instruments representing all such Equity Interests (if any), together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank); 



 

	(c)	 if any Indebtedness for borrowed money of Holdings, any Intermediate Parent, the Borrower or any Subsidiary in
a principal amount of $10,000,000 or more is owing by such obligor to any Loan Party, such Indebtedness shall be evidenced by a promissory note, such promissory note shall have been pledged pursuant to the Collateral Agreement and the Administrative
Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank; 


  

	(d)	 all certificates, agreements, documents and instruments, including Uniform Commercial Code financing
statements, required by the Security Documents, Requirements of Law and reasonably requested by the Administrative Agent to be filed, delivered, registered or recorded to create the Liens intended to be created by the Security Documents and perfect
such Liens to the extent required by, and with the priority required by, the Security Documents and the other provisions of the term “Collateral and Guarantee Requirement,” shall have been filed, registered or recorded or delivered to the
Administrative Agent for filing, registration or recording; and 


  

	(e)	 the Administrative Agent shall have received (i) counterparts of a Mortgage with respect to each Material
Real Property duly executed and delivered by the record owner of such Mortgaged Property, (ii) with respect to each Mortgage, (w) a policy of title insurance (or marked unconditional commitment to issue such policy) in the amount equal to
not less than 100% of the Fair Market Value of the Mortgaged Property covered thereby, including fixtures, as reasonably determined by the Borrower and agreed to by the Administrative Agent, issued by a nationally recognized title insurance company
reasonably acceptable to the Administrative Agent insuring the Lien of each such Mortgage as a first priority Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 6.02, together with
such endorsements (other than a creditor’s rights endorsement), coinsurance and reinsurance as the Administrative Agent may reasonably request to the extent available in the applicable jurisdiction at commercially reasonable rates,
(x) such affidavits, instruments of indemnification (including a so-called “gap” indemnification) as are customarily requested by the title company to induce the title company to issue the title
policies and endorsements contemplated above, (y) evidence reasonably acceptable to the Collateral Agent of payment by the Borrower (or evidence that the same will be paid out of Loan proceeds) of all title policy premiums, search and
examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title policies referred to above, (iii) a survey of such
Mortgaged Property in such form as shall be required by the title company to issue the so-called comprehensive and other survey-related endorsements and to remove the standard survey exceptions from the title
policies and endorsements contemplated above (provided, however, that a survey shall not be required to the extent that the issuer of the applicable title insurance policy provides reasonable and customary survey-related coverages (including,
without limitation, survey-related endorsements) in the applicable title insurance policy based on an existing survey and/or such other documentation as may be reasonably satisfactory to the title insurer), (iv) a completed “life of loan”
FEMA flood determination and notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each applicable Loan Party, (v) if the improvements located on such Mortgaged Property is located in an
area determined by FEMA to have special flood hazards, evidence of 



  
 12 














	 	
such flood insurance as may be required under applicable law, including Regulation H of the Board of Governors and the other Flood Insurance Laws and as required under Section 5.07, and
(vi) a customary legal opinion from appropriate counsel practicing in the jurisdiction in which the real property covered by such Mortgage is located. 

  

	(f)	 Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan
Document to the contrary, (i) the foregoing provisions of this definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, legal opinions or other deliverables with
respect to, particular assets of the Loan Parties, or the provision of Guarantees by any Subsidiary, if, and for so long as and to the extent that the Administrative Agent and the Borrower reasonably agree in writing that the cost of creating or
perfecting such pledges or security interests in such assets, or obtaining such title insurance, legal opinions or other deliverables in respect of such assets, or providing such Guarantees (taking into account any material adverse Tax consequences
(including the imposition of withholding or other material Taxes)), shall be excessive in view of the benefits to be obtained by the Lenders therefrom (or the relevant assets or actions shall be limited in a manner reasonably agreed by the
Administrative Agent and the Borrower in order to reduce such cost), (ii) Liens required to be granted from time to time pursuant to the term “Collateral and Guarantee Requirement” shall be subject to exceptions and limitations set forth
in the Security Documents as in effect on the Effective Date, (iii) in no event shall control agreements or other control or similar arrangements be required with respect to deposit accounts, securities accounts, commodities accounts or other
assets specifically requiring perfection by control agreements, (iv) no perfection actions shall be required with respect to Vehicles and other assets subject to certificates of title, (v) no perfection actions shall be required with
respect to commercial tort claims with a value less than $10,000,000 and no perfection shall be required with respect to promissory notes evidencing debt for borrowed money in a principal amount of less than $10,000,000 (other than the filing of UCC
financing statements), (vi) no actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required to be taken to create any
security interests in assets located or titled outside of the United States (including any Equity Interests of Foreign Subsidiaries and any Foreign Intellectual Property) or to perfect or make enforceable any security interests in any such assets,
(vii) no actions shall be required to perfect a security interest in letter of credit rights (other than the filing of UCC financing statements), (viii) no delivery of share certificates evidencing Equity Interests in Immaterial Subsidiaries
shall be required and (ix) in no event shall the Collateral include any Excluded Assets. The Administrative Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, legal
opinions or other deliverables with respect to particular assets or the provision of any Guarantee by any Subsidiary (including extensions beyond the Effective Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the
Effective Date) where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Security Documents.



 “Commercial Letter of Credit” means any Letter of Credit issued for the purpose of providing the
primary payment mechanism in connection with the purchase of any materials, goods or services by the Borrower or its Subsidiaries in the ordinary course of business. 

“Commitment” means (a) with respect to any Revolving Lender, its Revolving Commitment, Incremental Revolving Commitment,
Other Revolving Commitments, or any combination thereof (as the context requires) and (b) with respect to any Term Lender, its Initial Term Commitment, Incremental Term Commitment, Other Term Commitment of any Class or any combination
thereof (as the context requires). 

  
 13 













 “Commitment Fee Rate” means, with respect to all Revolving Commitments,
with respect to each fiscal quarter, the applicable rate per annum set forth in the table below, based upon the First Lien Leverage Ratio for the Test Period ended as of the most recent Adjustment Date; provided that until the first
Adjustment Date occurring after the first full fiscal quarter ended after the Effective Date, the “Commitment Fee Rate” will be the applicable rate per annum set forth below in Category 1: 

 

					
	 First Lien Leverage Ratio
	  	Commitment Fee Rate	 
	 Category 1:

Greater than 4.00 to 1.00
	  	 	0.500	% 
	 Category 2:

Equal to or less than 4.00 to 1.00 but greater than 3.50 to 1.00
	  	 	0.375	% 
	 Category 3:

Equal to or less than 3.50 to 1.00
	  	 	0.250	% 

 The Commitment Fee Rate will be adjusted quarterly on a prospective basis on each Adjustment Date based upon the First Lien
Leverage Ratio in accordance with the table above; provided that (i) if a Specified Event of Default shall have occurred and be continuing at the time any reduction in the Commitment Fee Rate would otherwise be implemented, then no such
reduction shall be implemented until the date on which such Specified Event of Default shall no longer be continuing, and (ii) if any Compliance Certificate delivered pursuant to this Agreement is at any time restated or otherwise revised, or
if the information set forth in any such Compliance Certificate otherwise proves to be false or incorrect such that the Commitment Fee Rate would have been higher than was otherwise in effect during any period, without constituting a waiver of any
Default or Event of Default arising as a result thereof, commitment fees with respect to Revolving Loans under this Agreement shall be recalculated by the Administrative Agent at such higher rate for any applicable periods and shall be due and
payable within 5 Business Days of receipt of such calculation by the Borrower from the Administrative Agent and shall be payable only the Revolving Lenders whose Revolving Commitments were outstanding during such period when the Commitment Fee Rate
should have been higher (regardless of whether such Revolving Lenders remain parties to this Agreement at the time such payment is made). 

“Commitment Schedule” means Schedule 2.01(a). 

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any
successor statute. 
 “Company Materials” has the meaning specified in Section 5.01. 

“Compliance Certificate” means each certificate required to be delivered pursuant to Section 5.01(d) in the form of
Exhibit G-2 (or such other form reasonably acceptable to the Administrative Agent). 

“Consolidated EBITDA” means, for any period, the Consolidated Net Income for such period, plus: 

 

	(a)	 without duplication and to the extent already deducted (and not added back) in arriving at such Consolidated
Net Income, the sum of the following amounts for such period: 



  
 14 













 (i) total interest expense and, to the extent not reflected in such total
interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations or such derivative instruments, and bank and
letter of credit fees and costs of surety bonds in connection with financing activities, together with items excluded from the definition of “Consolidated Interest Expense” pursuant to clauses (i) through (xi) thereof, 

(ii) provision for taxes based on income, profits, revenue or capital gains, including federal, foreign and state income,
franchise, excise, value added and similar taxes and foreign withholding taxes paid or accrued during such period (including in respect of repatriated funds) including penalties and interest related to such taxes or arising from any tax
examinations, 
 (iii) depreciation and amortization (including amortization of Capitalized Software Expenditures, internal
labor costs and deferred financing fees or costs), 
 (iv) other non-cash charges
(other than any accrual in respect of bonuses) (provided, in each case, that if any non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in
respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period), 

(v) the amount of any non-controlling interest consisting of income attributable to non-controlling interests of third parties in any non-wholly-owned Subsidiary deducted (and not added back in such period to Consolidated Net Income) excluding cash
distributions in respect thereof, 
 (vi) (A) the amount of management, monitoring, consulting and advisory fees,
indemnities and related expenses paid or accrued in such period to (or on behalf of) the Sponsor (including any termination fees payable in connection with the early termination of management and monitoring agreements) to the extent otherwise
permitted under Section 6.09(x) and (B) the amount of payments made to option holders of the Borrower or any of its direct or indirect parent companies in connection with, or as a result of, any distribution being made to shareholders of
such person or its direct or indirect parent companies, which payments are being made to compensate such option holders as though they were shareholders at the time of, and entitled to share in, such distribution, in each case to the extent
permitted in the Loan Documents, 
 (vii) losses or discounts on sales of receivables and related assets in connection with
any Permitted Receivables Financing, 
 (viii) cash receipts (or any netting arrangements resulting in reduced cash
expenditures) not included in the calculation of Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to
paragraph (c) below for any previous period and not added back, 

  
 15 













 (ix) any costs or expenses incurred by the Borrower or any Restricted
Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, any severance agreement or any stock subscription or shareholder agreement, to the extent that such costs or
expenses are non-cash or otherwise funded with cash proceeds contributed to the capital of the Borrower or Net Cash Proceeds of an issuance of Equity Interests of the Borrower (other than Disqualified Equity
Interests or relating to Equity Interests constituting a Cure Amount), and 
 (x) any net pension or other post-employment
benefit costs representing amortization of unrecognized prior service costs, actuarial losses, including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing at the date
of initial application of FASB Accounting Standards Codification 715, and any other items of a similar nature, 
 plus 

 

	(b)	 without duplication, the amount of “run rate” cost savings, operating expense reductions and
synergies related to the Transactions or any other Specified Transaction, any restructuring, cost saving initiative or other initiative projected by the Borrower in good faith to be realized as a result of actions that have been taken or initiated
or are expected to be taken (in the good faith determination of the Borrower), including any cost savings, expenses and charges (including restructuring and integration charges) in connection with, or incurred by or on behalf of, any joint venture
of the Borrower or any of the Restricted Subsidiaries (whether accounted for on the financial statements of any such joint venture or the Borrower) (i) with respect to the Transactions, on or prior to the date that is 24 months after the
Effective Date (including actions initiated prior to the Effective Date) and (ii) with respect to any other Specified Transaction, any restructuring, cost saving initiative or other initiative, within 24 months after such Specified Transaction,
restructuring, cost saving initiative or other initiative (which cost savings shall be added to Consolidated EBITDA until fully realized and calculated on a Pro Forma Basis as though such cost savings had been realized on the first day of the
relevant period), net of the amount of actual benefits realized from such actions; provided that (A) such cost savings are reasonably identifiable and factually supportable, (B) no cost savings, operating expense reductions or
synergies shall be added pursuant to this clause (b) to the extent duplicative of any expenses or charges relating to such cost savings, operating expense reductions or synergies that are included in clause (a) above (it being understood
and agreed that “run rate” shall mean the full recurring benefit that is associated with any action taken) and (C) the share of any such cost savings, expenses and charges with respect to a joint venture that are to be allocated to
the Borrower or any of the Restricted Subsidiaries shall not exceed the total amount thereof for any such joint venture multiplied by the percentage of income of such venture expected to be included in Consolidated EBITDA for the relevant Test
Period; 


 minus 
  

	(c)	 without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the
following amounts for such period: 


 (i) non-cash gains (excluding
any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated Net Income or Consolidated EBITDA in any prior period), and 

(ii) the amount of any non-controlling interest consisting of loss attributable to non-controlling interests of third parties in any non-wholly-owned subsidiary added (and not deducted in such period from Consolidated Net Income), 

  
 16 













 in each case, as determined on a consolidated basis for the Borrower and the Restricted Subsidiaries in
accordance with GAAP; provided that, 
 (I) there shall be included in determining Consolidated EBITDA for any
period, without duplication, the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (other than any Unrestricted Subsidiary) whether such acquisition occurred before or
after the Effective Date to the extent not subsequently sold, transferred or otherwise disposed of (but not including the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired) (each such Person, property,
business or asset acquired, including pursuant to the Transactions or pursuant to a transaction consummated prior to the Effective Date, and not subsequently so disposed of, an “Acquired Entity or Business”), and the Acquired EBITDA
of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), in each case based on the Acquired EBITDA of such Pro Forma Entity for such period
(including the portion thereof occurring prior to such acquisition or conversion) determined on a historical Pro Forma Basis, and 

(II) there shall be (A) excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person,
property, business or asset (other than any Unrestricted Subsidiary) sold, transferred or otherwise disposed of, closed or classified as discontinued operations by the Borrower or any Restricted Subsidiary during such period (but if such operations
are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) (each such Person, property, business or asset so sold,
transferred or otherwise disposed of, closed or classified, a “Sold Entity or Business”), and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each, a
“Converted Unrestricted Subsidiary”), in each case based on the Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale,
transfer, disposition, closure, classification or conversion) determined on a historical Pro Forma Basis and (B) included in determining Consolidated EBITDA for any period in which a Sold Entity or Business is disposed, an adjustment equal to
the Pro Forma Disposal Adjustment with respect to such Sold Entity or Business (including the portion thereof occurring prior to such disposal) as specified in the Pro Forma Disposal Adjustment certificate delivered to the Administrative Agent (for
further delivery to the Lenders). 
 Notwithstanding the foregoing, for all purposes of this Agreement, Consolidated EBITDA shall be deemed to equal (a)
$64,800,000 for the fiscal quarter ended December 31, 2015, (b) $65,300,000 for the fiscal quarter ended March 31, 2016, (c) $59,800,000 for the fiscal quarter ended June 30, 2016 and (d) $58,400,000 for the fiscal quarter ended
September 30, 2016, in each case and, without duplication, adjusted to reflect any Pro Forma Adjustment with respect to the Transactions or any relevant Specified Transaction or any restructuring, cost saving initiative or other initiative, in
each case, occurring or identified on or after the Effective Date and not otherwise included in the calculation of the foregoing amounts. 

  
 17 













 “Consolidated First Lien Debt” means the sum, without duplication, of the
amount of Consolidated Total Debt (a) under the Loans (including under any Incremental Loan), (b) that is secured by liens on the Collateral on an equal or senior priority basis (but without regard to the control of remedies) with Liens
securing the Secured Obligations or (c) that constitutes secured Capital Lease Obligations of the Borrower or any Restricted Subsidiary. For the avoidance of doubt, any Indebtedness under the Second Lien Facility shall not constitute
Consolidated First Lien Debt and Consolidated First Lien Debt shall be reduced, without duplication, by the amount of cash and Permitted Investments reducing Consolidated Total Debt as of the relevant date of determination. 

“Consolidated Interest Expense” means the sum of (a) cash interest expense (including that attributable to Capitalized
Leases), net of cash interest income, of the Borrower and the Restricted Subsidiaries with respect to all outstanding Indebtedness of the Borrower and the Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed
with respect to letters of credit and bankers’ acceptance financing and net costs under hedging agreements plus (b) non-cash interest expense resulting solely from the amortization of original
issue discount from the issuance of Indebtedness of the Borrower and the Restricted Subsidiaries (excluding Indebtedness borrowed hereunder and under the Second Lien Facility in connection with the Transactions) at less than par, plus (c) pay-in-kind interest expense of the Borrower and the Restricted Subsidiaries, but excluding, for the avoidance of doubt, (i) amortization of deferred financing
costs, debt issuance costs, commissions, fees and expenses and any other amounts of non-cash interest other than referred to in clause (b) above (including as a result of the effects of acquisition method
accounting or pushdown accounting), (ii) non-cash interest expense attributable to the movement of the mark-to-market valuation
of obligations under hedging agreements or other derivative instruments pursuant to FASB Accounting Standards Codification No. 815-Derivatives and Hedging, (iii) any
one-time cash costs associated with breakage in respect of hedging agreements for interest rates, (iv) commissions, discounts, yield, make whole premium and other fees and charges (including any interest
expense) incurred in connection with any Permitted Receivables Financing, (v) any “additional interest” owing pursuant to a registration rights agreement with respect to any securities, (vi) any payments with respect to
make-whole premiums or other breakage costs of any Indebtedness, including, without limitation, any Indebtedness issued in connection with the Transactions, (vii) penalties and interest relating to taxes, (viii) accretion or accrual of
discounted liabilities not constituting Indebtedness, (ix) interest expense attributable to a direct or indirect parent entity resulting from push-down accounting, (x) any expense resulting from the discounting of Indebtedness in
connection with the application of recapitalization or purchase accounting and (xi) any interest expense attributable to the exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with
respect thereto and with respect to any Permitted Acquisition or similar Investment permitted hereunder, all as calculated on a consolidated basis in accordance with GAAP. 

For purposes of this definition, interest on a Capitalized Lease shall be deemed to accrue at an interest rate reasonably determined by the
Borrower to be the rate of interest implicit in such Capitalized Lease in accordance with GAAP. 
 “Consolidated Net
Income” means, for any period, the net income (loss) of the Borrower and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding (and excluding the effect of), without duplication:

  

	(a)	 extraordinary, non-recurring or unusual gains or losses (less all fees
and expenses relating thereto) or expenses (including any unusual or non-recurring operating expenses directly attributable to the implementation of cost savings initiatives and any accruals or reserves in
respect of any extraordinary, non-recurring or unusual items), severance, relocation costs, integration and facilities’ opening costs and other business optimization expenses (including related to new
product introductions and other strategic or cost savings initiatives), restructuring 



  
 18 














	 	
charges, accruals or reserves (including restructuring and integration costs related to acquisitions and adjustments to existing reserves), whether or not classified as restructuring expense on
the consolidated financial statements, signing costs, retention or completion bonuses, other executive recruiting and retention costs, transition costs, costs related to closure/consolidation of facilities and curtailments or modifications to
pension and post-retirement employee benefit plans (including any settlement of pension liabilities and charges resulting from changes in estimates, valuations and judgments), 


 

	(b)	 the cumulative effect of a change in accounting principles during such period to the extent included in
Consolidated Net Income, 


  

	(c)	 Transaction Costs, 


  

	(d)	 the net income for such period of any Person that is an Unrestricted Subsidiary and any Person that is not a
Subsidiary or that is accounted for by the equity method of accounting; provided that Consolidated Net Income shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash or Permitted
Investments (or, if not paid in cash or Permitted Investments, but later converted into cash or Permitted Investments, upon such conversion) by such Person to the Borrower or a Restricted Subsidiary thereof during such period, but excluding any such
dividends or distributions funded with the direct or indirect identifiable proceeds of any Investment by the Borrower or any Restricted Subsidiary in any Unrestricted Subsidiary or in any Person that is not a Subsidiary or that is accounted for by
the equity method of accounting, 


  

	(e)	 any fees and expenses (including any transaction or retention bonus or similar payment) incurred during such
period, or any amortization thereof for such period, in connection with any acquisition, Investment, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any
debt instrument (in each case, including any such transaction consummated prior to the Effective Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs
incurred during such period as a result of any such transaction, in each case whether or not successful (including, for the avoidance of doubt, the effects of expensing all transaction-related expenses in accordance with FASB Accounting Standards
Codification 805 and gains or losses associated with FASB Accounting Standards Codification 460), (f) any income (loss) for such period attributable to the early extinguishment of Indebtedness, hedging agreements or other derivative instruments,



  

	(g)	 accruals and reserves that are established or adjusted as a result of the Transactions in accordance with GAAP
(including any adjustment of estimated payouts on existing earn-outs) or changes as a result of the adoption or modification of accounting policies during such period, 



 

	(h)	 all Non-Cash Compensation Expenses, 



 

	(i)	 any income (loss) attributable to deferred compensation plans or trusts, 



 

	(j)	 any income (loss) from investments recorded using the equity method of accounting (but including any cash
dividends or distributions actually received by the Borrower or any Restricted Subsidiary in respect of such investment), 



  
 19 














	(k)	 any gain (loss) on asset sales, disposals or abandonments (other than asset sales, disposals or abandonments in
the ordinary course of business) or income (loss) from discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent
such operations are actually disposed of), in each case, together with any related provisions for taxes on any such gain (or the tax effect of any such loss); 



 

	(l)	 any non-cash gain (loss) attributable to the mark-to-market movement in the valuation of hedging obligations or other derivative instruments pursuant to FASB Accounting Standards Codification 815 Derivatives and Hedging
or mark to market movement of other financial instruments pursuant to FASB Accounting Standards Codification 825 Financial Instruments; provided that any cash payments or receipts relating to transactions realized in a given period shall be
taken into account in such period, 


  

	(m)	 any non-cash gain (loss) related to currency remeasurements of
Indebtedness (including the net loss or gain resulting from hedging agreements for currency exchange risk and revaluations of intercompany balances), 


  

	(n)	 any non-cash expenses, accruals or reserves related to adjustments to
historical tax exposures (provided, in each case, that the cash payment in respect thereof in such future period shall be subtracted from Consolidated Net Income for the period in which such cash payment was made), 



 

	(o)	 any impairment charge or asset write-off or write-down (including
related to intangible assets (including goodwill), long-lived assets, and investments in debt and equity securities), and 


  

	(p)	 solely for the purpose of calculating the Available Amount, the net income for such period of any Restricted
Subsidiary (other than any Guarantor) shall be excluded to the extent the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its net income is not at the date of determination wholly permitted without any
prior governmental approval (which has not been obtained) or, directly or indirectly, is otherwise restricted by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived (or the Borrower reasonably believes such restriction could be
waived and is using commercially reasonable efforts to pursue such waiver); provided that Consolidated Net Income of the Borrower will be increased by the amount of dividends or other distributions or other payments actually paid in cash or
Permitted Investments (or, if not paid in cash or Permitted Investments, but later converted into cash or Permitted Investments, upon such conversion) to the Borrower or a Restricted Subsidiary thereof in respect of such period, to the extent not
already included therein. 


 There shall be excluded from Consolidated Net Income for any period the effects from applying
acquisition method accounting, including applying acquisition method accounting to inventory, property and equipment, loans and leases, software and other intangible assets and deferred revenue (including deferred costs related thereto and deferred
rent) required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Borrower and the Restricted Subsidiaries), as a result of the Transactions, any acquisition consummated prior
to the Effective Date and any Permitted Acquisitions or other Investment or the amortization or write-off of any amounts thereof. 

  
 20 













 In addition, to the extent not already included in Consolidated Net Income, Consolidated Net
Income shall include the amount of proceeds received or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer or indemnifying party and only to the extent
that such amount is in fact reimbursed within 365 days of the date of the insurable or indemnifiable event (net of any amount so added back in any prior period to the extent not so reimbursed within the applicable
365-day period), due from business interruption insurance or reimbursement of expenses and charges that are covered by indemnification and other reimbursement provisions in connection with any acquisition or
other similar Investment or any disposition of any asset permitted hereunder. 
 “Consolidated Secured Debt” means
Consolidated Total Debt that is secured by a Lien on the Collateral and all secured Capital Lease Obligations of the Borrower or any Restricted Subsidiary. For the avoidance of doubt, Consolidated Secured Debt shall be reduced, without duplication,
by the amount of cash and Permitted Investments reducing Consolidated Total Debt as of the relevant date of determination. 

“Consolidated Total Assets” means, as at any date of determination, the amount that would be set forth opposite the caption
“total assets” (or any like caption) on the most recent consolidated balance sheet of the Borrower and the Restricted Subsidiaries in accordance with GAAP. 

“Consolidated Total Debt” means, as of any date of determination (i) the outstanding principal amount of all third party
Indebtedness for borrowed money (including purchase money Indebtedness), unreimbursed drawings under letters of credit, Capital Lease Obligations, third party Indebtedness obligations evidenced by notes or similar instruments and, without
duplication, Receivables Guarantees, in each case of the Borrower and the Restricted Subsidiaries on such date, on a consolidated basis and determined in accordance with GAAP (excluding, in any event, the effects of any discounting of Indebtedness
resulting from the application of acquisition method accounting in connection with the Transactions or any Permitted Acquisition or other Investment) minus (ii) the aggregate amount of cash and Permitted Investments on the consolidated
balance sheet of the Borrower and the Restricted Subsidiaries on such date to the extent the use thereof for the application to the payment of Indebtedness is not prohibited by law or any contract to which the Borrower and any Restricted Subsidiary
is a party. It is understood that to the extent the Borrower or any Restricted Subsidiary incurs any Indebtedness and receives the proceeds of such Indebtedness, for purposes of determining any incurrence test under this Agreement and whether the
Borrower is in Pro Forma Compliance with any such test, the proceeds of such incurrence shall not be “netted” pursuant to clause (ii) of this definition. 

“Consolidated Working Capital” means, at any date, the excess of (a) the sum of all amounts (other than cash and
Permitted Investments) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and the Restricted Subsidiaries at such date,
excluding the current portion of current and deferred income taxes over (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a
consolidated balance sheet of the Borrower and the Restricted Subsidiaries on such date, including deferred revenue but excluding, without duplication, (i) the current portion of any Funded Debt, (ii) all Indebtedness consisting of Loans
and obligations under letters of credit to the extent otherwise included therein, (iii) the current portion of interest and (iv) the current portion of current and deferred income taxes; provided that, for purposes of calculating
Excess Cash Flow, increases or decreases in working capital (A) arising from acquisitions or dispositions by the Borrower and the Restricted Subsidiaries shall be measured from the date on which such acquisition or disposition occurred until
the first anniversary of such acquisition or disposition with respect to the Person subject to such acquisition or disposition and (B) shall exclude (I) the impact of non-cash adjustments
contemplated in the Excess Cash Flow calculation, (II) the impact of adjusting items in the definition of “Consolidated Net Income” and (III) any changes in current assets or current liabilities as a result of (x) the effect
of fluctuations in the amount of accrued or contingent obligations, assets or liabilities under hedging agreements or other derivative obligations, (y) any reclassification, other than as a result of the passage of time, in accordance with GAAP
of assets or liabilities, as applicable, between current and noncurrent or (z) the effects of acquisition method accounting. 

  
 21 













 “Contract Consideration” has the meaning given such term in the definition
of “Excess Cash Flow.” 
 “Control” means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies, or the dismissal or appointment of the management, of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and
“Controlled” have meanings correlative thereto. 
 “Converted Restricted Subsidiary” has the meaning given
such term in the definition of “Consolidated EBITDA.” 
 “Converted Unrestricted Subsidiary” has the meaning
given such term in the definition of “Consolidated EBITDA.” 
 “Credit Agreement Refinancing Indebtedness” means
Indebtedness issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, existing Loans (“Refinanced
Debt”); provided that such exchanging, extending, renewing, replacing or refinancing Indebtedness (a) is in an original aggregate principal amount not greater than the aggregate principal amount of the Refinanced Debt (plus any
premium, accrued interest and fees and expenses incurred in connection with such exchange, extension, renewal, replacement or refinancing), (b) does not (i) mature earlier than or have a Weighted Average Life to Maturity shorter than the
Refinanced Debt or (ii) have mandatory redemption features (other than customary asset sale, insurance and condemnation proceeds events, change of control offers or events of default) that could result in redemptions of such Indebtedness prior
to the maturity of the Refinanced Debt, (c) shall not be guaranteed by any entity that is not a Loan Party, (d) in the case of any secured Indebtedness (i) is not secured by any assets not securing the Secured Obligations,
(ii) is secured on a pari passu or junior basis to the Secured Obligations and (iii) is subject to the relevant Intercreditor Agreement(s) and (e) has terms and conditions (excluding pricing, interest rate margins, rate floors,
discounts, fees, premiums and prepayment or redemption provisions) that are not materially more favorable (when taken as a whole) to the lenders or investors providing such Indebtedness than the terms and conditions of this Agreement (when taken as
a whole) are to the Lenders (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of such refinancing) (it being understood that, to the extent that any financial maintenance covenant is
added for the benefit of any such Indebtedness, no consent shall be required by the Administrative Agent or any of the Lenders if such financial maintenance covenant is either (i) also added for the benefit of any corresponding Loans remaining
outstanding after the issuance or incurrence of such Indebtedness or (ii) only applicable after the Latest Maturity Date at the time of such refinancing); provided that a certificate of a Responsible Officer delivered to the
Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such resulting Indebtedness or drafts of the documentation
relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement, shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the
Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees). 

  
 22 













 “Cure Amount” has the meaning assigned to such term in
Section 7.03(a). 
 “Cure Expiration Date” has the meaning assigned to such term in Section 7.03(a). 

“Cure Right” has the meaning assigned to such term in Section 7.03(a). 

“Daily Simple SONIA” means, for any day (a “SONIA Rate Day”), a rate per annum equal to, the greater of
(i) SONIA for the day (such day “i”) that is five Business Days prior to (A) if such SONIA Rate Day is a Business Day, such SONIA Rate Day or (B) if such SONIA Rate Day is not a Business Day, the Business Day immediately
preceding such SONIA Rate Day, in each case, as such SONIA is published by the SONIA Administrator on the SONIA Administrator’s Website, and (ii) the Floor. If by 5:00 pm (London time) on the second (2nd) Business Day immediately following
any day “i”, SONIA in respect of such day “i” has not been published on the SONIA Administrator’s Website, then the SONIA for such day “i” will be SONIA as published in respect of the first preceding Business Day
for which SONIA was published on the SONIA Administrator’s Website; provided that SONIA as determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SONIA for no more than three (3) consecutive
SONIA Rate Days. Any change in Daily Simple SONIA due to a change in SONIA shall be effective from and including the effective date of such change in SONIA without notice to the Borrower. Notwithstanding the foregoing, in no event shall Daily Simple
SONIA be less than 0.00% (and if such rate would otherwise be less than 0.00%, it shall be deemed to be 0.00%). 

“Default” means any event or condition that constitutes an Event of Default or that upon notice, lapse of time or both would,
unless cured or waived, become an Event of Default. 
 “Defaulting Lender” means any Lender that has (a) failed to
fund (i) any portion of its Term Loans within one Business Day of the date on which such funding is required hereunder or (ii) any portion of its Revolving Loans or participations in Letters of Credit or Swingline Loans within two Business
Days of the date on which such funding is required hereunder, (b) notified the Borrower, the Administrative Agent, any Issuing Bank, any Swingline Lender or any Lender in writing that it does not intend to comply with any of its funding
obligations under this Agreement or has made a public statement or provided any written notification to any Person to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements in which
it commits to extend credit, (c) failed, within three Business Days after request by the Administrative Agent (whether acting on its own behalf or at the reasonable request of the Borrower (it being understood that the Administrative Agent
shall comply with any such reasonable request)), to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans or participations in then outstanding Letters of Credit and Swingline Loans,
(d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, unless the subject of a good faith dispute or subsequently
cured, or (e)(i) become or is insolvent or has a parent company that has become or is insolvent, (ii) become the subject of a bankruptcy or insolvency proceeding or any action or proceeding of the type described in Section 7.01(h) or (i),
or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian, appointed for it, or has taken any action in furtherance of,
or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator,
assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in
any such proceeding or appointment or (iii) has become the subject of a Bail-In Action. 

  
 23 













 “Designated Non-Cash Consideration”
means the Fair Market Value of non-cash consideration received by Holdings, any Intermediate Parent, the Borrower or a Subsidiary in connection with a Disposition pursuant to Section 6.05(k) that is
designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower, setting forth the basis of such valuation (which amount will be reduced by the Fair Market
Value of the portion of the non-cash consideration converted to cash within 180 days following the consummation of the applicable Disposition). 

“Discount Prepayment Accepting Lender” has the meaning assigned to such term in Section 2.09(a)(ii)(B)(2). 

“Discount Range” has the meaning assigned to such term in Section 2.09(a)(ii)(C)(1). 

“Discount Range Prepayment Amount” has the meaning assigned to such term in Section 2.09(a)(ii)(C)(1). 

“Discount Range Prepayment Notice” means a written notice of a Borrower Solicitation of Discount Range Prepayment Offers made
pursuant to Section 2.09(a)(ii)(C) substantially in the form of Exhibit K. 
 “Discount Range Prepayment Offer”
means the irrevocable written offer by a Lender, substantially in the form of Exhibit L, submitted in response to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice. 

“Discount Range Prepayment Response Date” has the meaning assigned to such term in Section 2.09(a)(ii)(C)(1). 

“Discount Range Proration” has the meaning assigned to such term in Section 2.09(a)(ii)(C)(3). 

“Discounted Loan Prepayment” has the meaning assigned to such term in Section 2.09(a)(ii)(A). 

“Discounted Prepayment Determination Date” has the meaning assigned to such term in Section 2.09(a)(ii)(D)(3). 

“Discounted Prepayment Effective Date” means, in the case of a Borrower Offer of Specified Discount Prepayment or Borrower
Solicitation of Discount Range Prepayment Offer, five Business Days following the receipt by each relevant Lender of notice from the Auction Agent in accordance with Section 2.09(a)(ii)(B), Section 2.09(a)(ii)(C) or
Section 2.09(a)(ii)(D), as applicable, unless a shorter period is agreed to between the Borrower and the Auction Agent. 

“Disposed EBITDA” means, with respect to any Sold Entity or Business or Converted Unrestricted Subsidiary for any period, the
amount for such period of Consolidated EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary (determined as if references to the Borrower and the Restricted Subsidiaries in the definition of the term “Consolidated
EBITDA” (and in the component financial definitions used therein) were references to such Sold Entity or Business and its subsidiaries or to such Converted Unrestricted Subsidiary and its subsidiaries), all as determined on a consolidated basis
for such Sold Entity or Business or Converted Unrestricted Subsidiary. 
 “Disposition” has the meaning assigned to such
term in Section 6.05. 

  
 24 













 “Disposition Percentage” means, with respect to any prepayment required by
Section 2.09(b) as a result of any transaction under clause (a) of the definition of “Prepayment Event”, if the First Lien Leverage Ratio for the applicable Test Period is (a) greater than 4.00 to 1.00, 100% of the Net
Proceeds from such Prepayment Event, (b) less than or equal to 4.00 to 1.00 and greater than 3.50 to 1.00, 50% of the Net Proceeds from such Prepayment Event, and (c) less than or equal to 3.50 to 1.00, 0% of the Net Proceeds from such
Prepayment Event. 
 “Disqualified Equity Interest” means, with respect to any Person, any Equity Interest in such Person
that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition: 

 

	(a)	 matures or is mandatorily redeemable (other than solely for Equity Interests in such Person that do not
constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), whether pursuant to a sinking fund obligation or otherwise; 



 

	(b)	 is convertible or exchangeable, either mandatorily or at the option of the holder thereof, for Indebtedness or
Equity Interests (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests); or 



 

	(c)	 is redeemable (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity
Interests and cash in lieu of fractional shares of such Equity Interests) or is required to be repurchased by such Person or any of its Affiliates, in whole or in part, at the option of the holder thereof; 



in each case, on or prior to the date 91 days after the Latest Maturity Date; provided, however, that (i) an Equity Interest in any Person that
would not constitute a Disqualified Equity Interest but for terms thereof giving holders thereof the right to require such Person to redeem or purchase such Equity Interest upon the occurrence of an “asset sale,” a “change of
control” or similar event shall not constitute a Disqualified Equity Interest if any such requirement becomes operative only after repayment in full of all the Loans and all other Loan Document Obligations that are accrued and payable and the
termination of the Commitments and the termination of all outstanding Letters of Credit (other than Letters of Credit that have been cash collateralized on terms set forth in Section 2.24(j) or back-stopped following the termination of the
Commitments in a manner reasonably satisfactory to the applicable Issuing Banks) and (ii) if an Equity Interest in any Person is issued pursuant to any plan for the benefit of employees of Holdings (or any direct or indirect parent thereof),
any Intermediate Parent, the Borrower or any of the Subsidiaries or by any such plan to such employees, such Equity Interest shall not constitute a Disqualified Equity Interest solely because it may be required to be repurchased by Holdings (or any
direct or indirect parent company thereof), the Borrower or any of the Subsidiaries in order to satisfy applicable statutory or regulatory obligations of such Person. 

“Disqualified Lenders” means (a) those Persons identified by a Sponsor or Holdings to the Joint Bookrunners in writing
prior to November 3, 2016 (or, if identified in writing after such date but prior to the date hereof, with the consent of Joint Bookrunners holding at least a majority of the financing commitments as of November 3, 2016), (b) those Persons
who are competitors of the Borrower and its Subsidiaries identified by a Sponsor or Holdings to the Administrative Agent from time to time in writing (including by email) and (c) in the case of each Persons identified pursuant to clauses
(a) and (b) above, any of their Affiliates that are either (i) identified in writing by Holdings or a Sponsor from time to time or (ii) clearly identifiable as Affiliates on the basis of such Affiliate’s name (other than, in the
case of this clause (c), Affiliates that are bona fide debt funds); provided, that no designation of any Person as a Disqualified Lender shall retroactively disqualify any assignments or participations made to, or information provided to,
such Person before it was designated as a Disqualified Lender, and such Person shall not be deemed to be a Disqualified Lender in respect of any assignments or participations made to such Person prior to the date of such designation. 

  
 25 













 “Dollar Amount” means, at any time: 

(a) with respect to any Loan denominated in Dollars (including, with respect to any Swingline Loan, any funded participation therein), the
principal amount thereof then outstanding (or in which such participation is held); 
 (b) with respect to any Loan denominated in an
Alternative Currency, the principal amount thereof then outstanding in the relevant Alternative Currency, converted to Dollars in accordance with Section 1.06 and Section 2.25; and 

(c) with respect to any Letter of Credit or LC Exposure (or any risk participation therein), (i) if denominated in Dollars, the amount
thereof and (ii) if denominated in an Alternative Currency, the amount thereof converted to Dollars in accordance with Section 1.06 and Section 2.25. 

“Dollars” or “$” refers to lawful money of the United States of America. 

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

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

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

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative
authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

“ECF Percentage” means, with respect to the prepayment required by Section 2.09(c) with respect to any fiscal year of
the Borrower, if the First Lien Leverage Ratio (prior to giving effect to the applicable prepayment pursuant to Section 2.09(c), but after giving effect to any voluntary prepayments made pursuant to Section 2.09(a) prior to the date of
such prepayment) as of the end of such fiscal year is (a) greater than 4.00 to 1.00, 50% of Excess Cash Flow for such fiscal year, (b) less than or equal to 4.00 to 1.00 but greater than 3.50 to 1.00, 25% of Excess Cash Flow for such
fiscal year and (c) less than or equal to 3.50 to 1.00, 0% of Excess Cash Flow for such fiscal year. 
 “Effective
Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02). 

“Effective Yield” means, as to any Indebtedness as of any date of determination, (a) in the case of any fixed-rate
Indebtedness, the stated rate of interest thereof and (b) in the case of any floating-rate indebtedness, the sum of (a) the higher of (i) the LIBO Rate on such date with a maturity of one month and (ii) the “LIBOR
floor”, if any, with respect to such Indebtedness on such date, plus (b) the interest rate margin applicable to such Indebtedness as of such date (determined by reference to the LIBO Rate), plus, in each case, the amount of
OID and upfront fees paid with respect to such Indebtedness (with OID or upfront fees being equated to interest based on an assumed four-year life to maturity and without any present-value discount). 

  
 26 













 “Eligible Assignee” means (a) a Lender, (b) an Affiliate of a
Lender, (c) an Approved Fund and (d) any other Person, other than, in each case, (i) a natural person, (ii) a Defaulting Lender, (iii) a Disqualified Lender to the extent a list of Disqualified Lenders has been made
available to all Lenders or (iv) solely in the case of the Revolving Facility, the Borrower or any of its Affiliates. 
 “EMU
Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency. 

“Environmental Laws” means applicable common law and all applicable treaties, rules, regulations, codes, ordinances,
judgments, orders, decrees and other applicable Requirements of Law, and all applicable injunctions or binding agreements issued, promulgated or entered into by or with any Governmental Authority, in each instance relating to the protection of the
environment, including with respect to the preservation or reclamation of natural resources or the Release or threatened Release of any Hazardous Material, or to the extent relating to exposure to Hazardous Materials, the protection of human health
or safety. 
 “Environmental Liability” means any liability, obligation, loss, claim, action, order or cost, contingent or
otherwise (including any liability for damages, costs of medical monitoring, costs of environmental remediation or restoration, administrative oversight costs, consultants’ fees, fines, penalties and indemnities), of Holdings, any Intermediate
Parent, the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) any actual or alleged violation of any Environmental Law or permit, license or approval issued thereunder, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 
 “Equity Financing”
means the cash equity contributions by the Sponsor and other equity investors identified in writing to the Lead Arrangers prior to the date hereof, directly or indirectly, to Initial Holdings, the Net Proceeds of which are further contributed as
common Equity Interests, directly or indirectly, to Borrower, in an aggregate amount equal to, when combined with the fair value of any Equity Interests issued by the Target rolled over or invested in connection with the Transactions, at least 35%
of the sum of (a) the aggregate gross proceeds of the Initial Term Loans and the term loans borrowed under the Second Lien Facility on the Effective Date (in each case, excluding any gross proceeds used to finance additional original issue
discount or upfront fees imposed in connection with “market flex” provisions of the Fee Letter, (b) the aggregate amount of Capital Lease Obligations of the Acquired Business outstanding as of the Effective Date and (c) the total
equity capitalization of Holdings and its Subsidiaries on the Effective Date after giving effect to the Transactions; provided that the Sponsor shall own, directly or indirectly through one or more holding company parents of Holdings,
beneficially and of record, Equity Interests in Holdings representing at least a majority of the aggregate ordinary voting power for the election of the Board of Directors of Holdings on the Effective Date after giving effect to the Transactions.


  
 27 













 “Equity Interests” means shares of capital stock, partnership interests,
membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person. 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time. 

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with any Loan Party, is treated as
a single employer under Section 414(b) or 414(c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code. 

“ERISA Event” means (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations
issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) any failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 or Section 430 of the Code
or Section 302 of ERISA) applicable to such Plan, whether or not waived; (c) the filing pursuant to Section 412 of the Code or Section 302 of ERISA of an application for a waiver of the minimum funding standard with respect to
any Plan; (d) a determination that any Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code); (e) the
incurrence by a Loan Party or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (f) the receipt by a Loan Party or any ERISA Affiliate from the PBGC or a plan administrator of any notice
relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (g) the incurrence by a Loan Party or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any
Plan (including any liability under Section 4062(e) of ERISA) or Multiemployer Plan; or (h) the receipt by a Loan Party or any ERISA Affiliate of any notice concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, “insolvent” within the meaning of Section 4245 of ERISA or in “endangered” or “critical status”, within the meaning of Section 432 of the Code or Section 305
of ERISA. 
 “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time. 

“euro” means the single currency of the European Union as constituted by the Treaty on European Union and as referred to in
the EMU Legislation. 
 “Eurocurrency” when used in reference to any Loan or Borrowing, whether denominated in Dollars or
an Alternative Currency (other than Sterling), refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate. 

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

“Excess Cash Flow” means, for any period, an amount equal to the excess of: 

 

	(a)	 sum, without duplication, of: 



(i) Consolidated Net Income for such period, 

(ii) an amount equal to the amount of all non-cash charges to the extent deducted in
arriving at such Consolidated Net Income (provided, in each case, that if any non-cash charge represents an accrual or reserve for cash items in any future period, the cash payment in respect thereof in
such future period shall be subtracted from Excess Cash Flow in such future period), 

  
 28 













 (iii) decreases in Consolidated Working Capital, long-term receivables and
long-term prepaid assets and increases in long-term deferred revenue for such period, 
 (iv) an amount equal to the
aggregate net non-cash loss on dispositions by the Borrower and the Restricted Subsidiaries during such period (other than dispositions in the ordinary course of business) to the extent deducted in arriving at
such Consolidated Net Income, and 
 (v) extraordinary, non-recurring or unusual
gains; 
 over: 
  

	(b)	 the sum, without duplication, of: 



(i) an amount equal to the amount of all non-cash credits included in arriving at such
Consolidated Net Income (including any amounts included in Consolidated Net Income pursuant to the next to last sentence of the definition of “Consolidated Net Income” to the extent such amounts are due but not received during such period)
and cash charges included in clauses (a) through (p) of the definition of “Consolidated Net Income” (other than cash charges in respect of Transaction Costs paid on or about the Effective Date to the extent financed with the proceeds
of Indebtedness incurred on the Effective Date or an equity investment on the Effective Date), 
 (ii) without duplication of
amounts deducted pursuant to clause (x) below in prior fiscal years, the amount of Capital Expenditures made in cash or accrued during such period, to the extent that such Capital Expenditures were financed with internally generated cash flow
of the Borrower or the Restricted Subsidiaries, 
 (iii) (x) the aggregate amount of all principal payments of
Indebtedness, including (A) the principal component of payments in respect of Capitalized Leases and (B) the amount of any mandatory prepayment of Loans to the extent required due to a Disposition that resulted in an increase to
Consolidated Net Income and not in excess of the amount of such increase but excluding (x) all other prepayments of Loans and (y) all prepayments of revolving loans and swingline loans made during such period (other than in respect of any
revolving credit facility to the extent there is an equivalent permanent reduction in commitments thereunder), except to the extent financed with the proceeds of other third-party Indebtedness of the Borrower or the Restricted Subsidiaries and
(y) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and the Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness,

 (iv) an amount equal to the aggregate net non-cash gain on Dispositions by the
Borrower and the Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income, 

(v) increases in Consolidated Working Capital and long-term receivables, long-term prepaid assets and decreases in long-term
deferred revenue for such period, 

  
 29 













 (vi) cash payments by the Borrower and the Restricted Subsidiaries during
such period in respect of long-term liabilities of the Borrower and the Restricted Subsidiaries other than Indebtedness to the extent such payments are not expensed during such period or are not deducted in calculating Consolidated Net Income,
except to the extent financed with the proceeds of long-term third-party Indebtedness of the Borrower or the Restricted Subsidiaries, 

(vii) without duplication of amounts deducted pursuant to clause (x) below in prior fiscal years, the amount of
Investments (other than Investments in Permitted Investments) and acquisitions not prohibited by this Agreement, except to the extent that such Investments and acquisitions were financed with the proceeds of long-term third-party Indebtedness of the
Borrower or the Restricted Subsidiaries, 
 (viii) the amount of dividends and distributions paid in cash during such period
not prohibited by this Agreement, to the extent that such dividends and distributions were financed with internally generated cash flow of the Borrower or the Restricted Subsidiaries, 

(ix) the aggregate amount of expenditures actually made by the Borrower and the Restricted Subsidiaries in cash during such
period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period or are not deducted in calculating Consolidated Net Income, to the extent that such expenditure was financed
with internally generated cash flow of the Borrower or the Restricted Subsidiaries, 
 (x) without duplication of amounts
deducted from Excess Cash Flow in prior periods, (1) the aggregate consideration required to be paid in cash by the Borrower or any of the Restricted Subsidiaries pursuant to binding contracts, commitments, letters of intent or purchase orders
(the “Contract Consideration”), in each case, entered into prior to or during such period and (2) to the extent set forth in a certificate of a Financial Officer delivered to the Administrative Agent at or before the time the
Compliance Certificate for the period ending simultaneously with such Test Period is required to be delivered pursuant to Section 5.01(a) or 5.01(b), the aggregate amount of cash that is reasonably expected to be paid in respect of planned cash
expenditures by the Borrower or any of the Restricted Subsidiaries (the “Planned Expenditures”), in the case of each of clauses (1) and (2), relating to Permitted Acquisitions, other Investments (other than Investments in
Permitted Investments) or Capital Expenditures (including Capitalized Software Expenditures or other purchases of intellectual property) to be consummated or made during a subsequent Test Period (and in the case of Planned Expenditures, the
subsequent Test Period); provided, that to the extent the aggregate amount of internally generated cash actually utilized to finance such Permitted Acquisitions, Investments or Capital Expenditures during such subsequent Test Period is less
than the Contract Consideration and Planned Expenditures, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such subsequent Test Period, 

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

(xii) extraordinary, non-recurring or unusual losses. 

  
 30 













 “Exchange Act” means the United States Securities Exchange Act of 1934, as
amended from time to time. 
 “Excluded Assets” means (a) [Intentionally Omitted], (b) any interest in real property (other
than Material Real Property), (c) any governmental licenses or state or local franchises, charters or authorizations, to the extent a security interest in any such license, franchise, charter or authorization would be prohibited or restricted
thereby (including any legally effective prohibition or restriction, but excluding any prohibition or restriction that is ineffective under the Uniform Commercial Code of any applicable jurisdiction), (d) any asset if, to the extent that and for so
long as the grant of a Lien thereon to secure the Secured Obligations is prohibited by any Requirements of Law (other than to the extent that any such prohibition would be rendered ineffective pursuant to any other applicable Requirements of Law) or
would require consent or approval of any Governmental Authority (including any legally effective requirement to obtain the consent of any governmental authority), but excluding any prohibition or restriction that is ineffective under the Uniform
Commercial Code of any applicable jurisdiction, (e) margin stock, (f) to the extent prohibited by, or creating an enforceable right of termination in favor of any other party thereto under (other than any Loan Party) the terms of any
applicable Organizational Documents, joint venture agreement or shareholders’ agreement, Equity Interests in any Person other than wholly-owned Restricted Subsidiaries, (g) assets to the extent a security interest in such assets would
result in material adverse tax consequences to the Borrower, its Subsidiaries or their Affiliates as reasonably determined by the Borrower in consultation with the Administrative Agent, (h) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent (if any) that, and solely during the period
(if any) in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable
federal law, (i) any lease, license or other agreement or any property subject thereto (including pursuant to a purchase money security interest or similar arrangement) to the extent that a grant of a security interest therein would violate or
invalidate such lease, license or agreement or purchase money arrangement or create a breach, default or right of termination in favor of any other party thereto (other than any Loan Party) after giving effect to the applicable anti-assignment
provisions of the Uniform Commercial Code of any applicable jurisdiction or other similar applicable law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code of any
applicable jurisdiction or other similar applicable law notwithstanding such prohibition, (j) any of the voting Equity Interests in excess of 65% of the voting Equity Interests of (A) any Foreign Subsidiary or (B) any FSHCO,
(k) receivables and related assets (or interests therein) (A) sold to any Receivables Subsidiary or (B) otherwise pledged, factored, transferred or sold in connection with any Permitted Receivables Financing, (l) commercial tort
claims with a value of less than $10,000,000 and letter-of-credit rights with a value of less than $10,000,000 (except to the extent a security interest therein can be
perfected by a UCC filing), (m) Vehicles and other assets subject to certificates of title, (n) any aircraft, airframes, aircraft engines or helicopters, or any Equipment or other assets constituting a part thereof, (o) any and all assets
and personal property owned by any Subsidiary that is not a Loan Party and (p) any other asset to the extent the Administrative Agent and the Borrower reasonably agree that the cost of obtaining a security interest in such asset or perfection
thereof is excessive in relation to the benefit to the Lenders of the security to be afforded thereby (the relevant assets shall be limited in a manner reasonably agreed by the Administrative Agent and the Borrower in order to reduce such cost).

 “Excluded Subsidiary” means (a) any Subsidiary that is not a wholly-owned subsidiary of the Borrower, (b) each
Subsidiary listed on Schedule 1.01(a), (c) each Unrestricted Subsidiary, (d) each Immaterial Subsidiary, (e) any Subsidiary that is prohibited by (i) applicable Requirements of Law or (ii) any contractual obligation
existing on the Effective Date or on the date any such Subsidiary is acquired (so long in respect of any such contractual prohibition such prohibition is not incurred in contemplation of such acquisition), in each case from guaranteeing the Secured
Obligations (but only for so long as such 

  
 31 













 
restriction is continuing) or which would require governmental (including regulatory) consent, approval, license or authorization to provide a Guarantee, or for which the provision of a Guarantee
would result in a material adverse tax consequence (including as a result of the operation of Section 956 of the Code or any similar law or regulation in any applicable jurisdiction) to the Borrower, its Subsidiaries or their Affiliates (as
reasonably determined by the Borrower), (f) any Foreign Subsidiary, (g) any FSHCO, (h) any direct or indirect Domestic Subsidiary of a direct or indirect Foreign Subsidiary or FSHCO, (i) any other Subsidiary excused from becoming a
Loan Party pursuant to clause (f)(i) of the definition of the term “Collateral and Guarantee Requirement,” (j) each Receivables Subsidiary, (k) any
not-for-profit Subsidiaries, captive insurance companies or other special purpose subsidiaries designated by the Borrower from time to time and (l) any Subsidiary
established for the purpose of consummating a Permitted Acquisition or other acquisition permitted hereunder to the extent that such Subsidiary does not hold material assets during such period. 

“Excluded Swap Obligation” means, with respect to any Guarantor, (a) any Swap Obligation if, and to the extent that, all
or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, as applicable, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule,
regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as
defined in the Commodity Exchange Act (determined after giving effect to any applicable keep well, support, or other agreement for the benefit of such Guarantor and any and all Guarantees of such Guarantor’s Swap Obligations by other Loan
Parties) at the time the Guarantee of such Guarantor, or a grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation or (b) any other Swap Obligation designated as an “Excluded Swap
Obligation” of such Guarantor as specified in any agreement between the relevant Loan Parties and counterparty applicable to such Swap Obligations. If a Swap Obligation arises under a Master Agreement governing more than one Swap, such
exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such Guarantee or security interest is or becomes excluded in accordance with the first sentence of this definition. 

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made
by or on account of any obligation of any Loan Party hereunder or under any other Loan Document, (a) Taxes imposed on (or measured by) net income or profits (however denominated), branch profits Taxes, and franchise Taxes, in each case imposed
by (i) a jurisdiction as a result of such recipient being organized or having its principal office located in or, in the case of any Lender, having its applicable lending office located in, the jurisdiction imposing such Tax (or any political
subdivision thereof) or (ii) any jurisdiction as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than a connection 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, sold or assigned an interest in, engaged in any other transaction pursuant to, or enforced, any Loan or Loan Document), (b) any
withholding Tax that is attributable to a Lender’s failure to comply with Section 2.15(e), (c) any U.S. federal withholding Taxes imposed due to a Requirement of Law in effect at the time (i) a Lender becomes a party hereto (other
than pursuant to an assignment request by the Borrower under Section 2.17) or (ii) a Lender designates a new lending office, except in each case to the extent that such Lender (or its assignor, if any) was entitled, immediately prior to
the time of designation of a new lending office (or assignment), to receive additional amounts with respect to such withholding Tax under Section 2.15(a) and (d) any Tax imposed pursuant to FATCA. 

“Facility” means each Revolving Facility, the facility comprised of the Initial Term Loans, each facility created in
connection with an Incremental Facility Amendment comprised of Incremental Term Loans (if any), and each facility created in connection with a Refinancing Amendment comprised of Other Term Commitments and/or Other Loans (if any). 

  
 32 













 “Fair Market Value” means with respect to any asset or group of assets on
any date of determination, the value of the consideration obtainable in a sale of such asset at such date of determination assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and arranged in an orderly manner over
a reasonable period of time having regard to the nature and characteristics of such asset. Except as otherwise expressly set forth herein, such value shall be determined in good faith by the Borrower. 

“Fair Value” means the amount at which the assets (both tangible and intangible), in their entirety, of the Borrower and its
Subsidiaries taken as a whole would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act.

 “FATCA” means Sections 1471 through 1474 of the Code as in effect on the date hereof (or any amended or successor
version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official administrative interpretations thereof, any agreements entered into pursuant to current Section 1471(b)(1)
of the Code and any law, regulation, rule, promulgation or official agreement implementing an official governmental agreement or intergovernmental agreement with respect to the foregoing. 

“FCPA” has the meaning assigned to such term in Section 3.18(b). 

“Federal Funds Effective Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System, 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 Effective 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 Effective Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Citibank on such day on such transactions as determined by the Administrative Agent. 

“FEMA” means the U.S. Federal Emergency Management Agency. 

“FILO Tranche” has the meaning assigned to such term in Section 2.18(e). 

“Financial Covenant Cross Default” has the meaning specified in Section 7.01(d). 

“Financial Covenant Event of Default” has the meaning specified in Section 7.01(d). 

“Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.

 “First Lien Intercreditor Agreement” means an Intercreditor Agreement, substantially in the form of Exhibit F,
among the Collateral Agent and the Senior Representatives for one or more classes of obligations to be secured pari passu relative to the Liens on the Collateral securing the Secured Obligations, with such modifications thereto as the Administrative
Agent and the Borrower shall reasonably agree. 

  
 33 













 “First Lien Leverage Ratio” means, on any date, the ratio of
(a) Consolidated First Lien Debt as of such date to (b) Consolidated EBITDA for the Test Period as of such date. 

“Foreign Intellectual Property” means any right, title or interest in or to any copyrights, copyright licenses, patents,
patent applications, patent licenses, trade secrets, trade secret licenses, trademarks, service marks, trademark and service mark applications, trade names, trade dress, trademark licenses, technology,
know-how and processes or any other intellectual property governed by or arising or existing under, pursuant to or by virtue of the laws of any jurisdiction other than the United States of America or any state
thereof. 
 “Foreign Pension Plan” shall mean any employee benefit plan sponsored, maintained or contributed to by any Loan
Party or any of its Subsidiaries or Foreign Subsidiaries that, under Requirements of Law (other than the laws of the United States or any political subdivision thereof) is required to be funded through a trust or other funding vehicle, other than a
trust or other funding vehicle maintained exclusively by a Governmental Authority. 
 “Foreign Plan Event” shall mean,
(i) the receipt of notice of intent by a Governmental Authority to terminate or to appoint a trustee or similar official to administer a Foreign Pension Plan or alleging the insolvency of a Foreign Pension Plan, (ii) the incurrence of
liability by any Loan Party or any of its Subsidiaries or Foreign Subsidiaries under applicable law on account of the complete or partial termination of a Foreign Pension Plan, (iii) the occurrence of any transaction with respect a Foreign
Pension Plan that is prohibited under any applicable law or (iv) the imposition on any Loan Party or any of its Subsidiaries or Foreign Subsidiaries of any fine, excise tax or penalty resulting from any noncompliance with any law applicable to
a Foreign Pension Plan. 
 “Foreign Prepayment Event” has the meaning assigned to such term in Section 2.09(f). 

“Foreign Subsidiary” means any Subsidiary that is organized under the laws of a jurisdiction other than the United States of
America, any State thereof or the District of Columbia. 
 “FSHCO” means any direct or indirect Domestic Subsidiary of
Holdings (other than the Borrower) that has no material assets other than Equity Interests (or Equity Interests and Indebtedness) in one or more Foreign Subsidiaries or other FSHCOs. 

“Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing
in commercial loans and similar extensions of credit in the ordinary course of its activities. 
 “Funded Debt” means all
Indebtedness of the Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of the Borrower or
the Restricted Subsidiaries, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including
Indebtedness in respect of the Loans. 
 “GAAP” means generally accepted accounting principles in the United States of
America, as in effect from time to time; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the
Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of
whether any such notice is given 

  
 34 













 
before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have
become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, (a) all terms of an accounting or financial nature used herein shall be
construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under FASB Accounting Standards Codification 825-Financial Instruments, or any
successor thereto (including pursuant to the FASB Accounting Standards Codification), to value any Indebtedness of the Borrower or any subsidiary at “fair value,” as defined therein and (b) the amount of any Indebtedness under GAAP
with respect to Capital Lease Obligations shall be determined in accordance with the definition of “Capital Lease Obligations.” 

“Governmental Approvals” means all authorizations, consents, approvals, permits, licenses and exemptions of, registrations
and filings with, and reports to, Governmental Authorities. 
 “Governmental Authority” means the government of the United
States of America, any other nation or 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). 

“Granting Lender” has the meaning assigned to such term in Section 9.04(e). 

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the
guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct
or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or
lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Indebtedness or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness; provided that the term Guarantee shall not
include endorsements for collection or deposit in the ordinary course of business or customary and reasonable indemnity obligations in effect on the Effective Date or entered into in connection with any acquisition or disposition of assets permitted
under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect
of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined in good faith by a Financial Officer. The term “Guarantee” as a verb has a corresponding
meaning. 
 “Guarantee Agreement” means the First Lien Guarantee Agreement by and among the Loan Parties and the
Administrative Agent, substantially in the form of Exhibit C. 
 “Guarantee Termination” means the irrevocable
release and termination of all guarantees by any Person that is included in the Acquired Business with respect to any credit facility, term loan, bond, debenture or other indebtedness for money borrowed of the Seller and its Subsidiaries (other than
the Acquired Business) owing to a third person. 
 “Guarantors” means, collectively, (i) with respect to the Secured
Obligations of the Borrower, each of Holdings, the Intermediate Parents and the Subsidiary Loan Parties and (ii) with respect to the Secured Obligations of any of Holdings, the Intermediate Parents and the Subsidiary Loan Parties, the Borrower.


  
 35 













 “Hazardous Materials” means all explosive, radioactive, hazardous or toxic
substances, wastes or other pollutants, including petroleum or petroleum by-products or distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical
wastes and all other substances or wastes of any nature regulated as hazardous or toxic, or any other term of similar import, pursuant to any Environmental Law. 

“Holdings” means (a) prior to any IPO, Initial Holdings and (b) on and after an IPO, (i) if the IPO Entity is
Initial Holdings or any Person of which Initial Holdings is a subsidiary, Initial Holdings or (ii) if the IPO Entity is a subsidiary of Initial Holdings that is an Intermediate Parent, the IPO Entity. 

“Identified Participating Lenders” has the meaning assigned to such term in Section 2.09(a)(ii)(C)(3). 

“Identified Qualifying Lenders” has the meaning specified in Section 2.09(a)(ii)(D)(3). 

“IFRS” means international accounting standards as promulgated by the International Accounting Standards Board. 

“Immaterial Subsidiary” means any Subsidiary that is not a Material Subsidiary. 

“Immediate Family Members” means with respect to any individual, such individual’s child, stepchild, grandchild or more
remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law
(including adoptive relationships) and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the
foregoing individuals or any donor-advised fund of which any such individual is the donor. 
 “Impacted Loans” has the
meaning assigned to such term in Section 2.12(a)(ii). 
 “Incremental Cap” means, as of any date of determination:

 (a) the sum of (i) the greater of (A) $250,000,000 and (B) an amount equal to 100% of Consolidated EBITDA on a Pro Forma Basis
for the most recently completed four consecutive fiscal quarters of the Borrower for which internal financial statements are available as of such date of determination, minus (ii) without duplication, the sum of the amount of all
(x) Incremental Facilities, (y) Incremental Equivalent Debt and (z) “Incremental Facilities” (as defined in the Second Lien Credit Agreement), in each case, that were incurred at or prior to such date of determination in reliance
on the foregoing clause (i); plus 
 (b) (i) the principal amount of all voluntary prepayments of the Loans (and, in the case of
Revolving Loans, which prepayments are accompanied by permanent reductions of the Revolving Commitments) pursuant to Section 2.09(a) made prior to such date other than to the extent made with the proceeds of long-term Indebtedness minus
(ii) the amount of all “Incremental Facilities” (as defined in the Second Lien Credit Agreement) incurred in reliance on clause (b)(ii) of the definition of “Incremental Cap” in the Second Lien Credit Agreement; plus


  
 36 













 (c) the maximum aggregate principal amount that can be incurred without causing the First
Lien Leverage Ratio, after giving effect to the incurrence of any Incremental Loans, “Incremental Facilities” (as defined in the Second Lien Credit Agreement) or other Incremental Equivalent Debt (which shall assume that all such
Indebtedness is Consolidated First Lien Debt) and the use of proceeds thereof, on a Pro Forma Basis (but without netting the proceeds thereof and without giving effect to any simultaneous incurrence of any Incremental Facility or Incremental
Equivalent Debt made pursuant to the foregoing clause (a) or (b)), to exceed 4.50 to 1.00 for the most recent Test Period then ended. 

“Incremental Equivalent Debt” means Indebtedness incurred pursuant to Section 6.01(a)(xxiii) or
Section 6.01(a)(xxiv). 
 “Incremental Facility” means each and any Incremental Revolving Facility and Incremental
Term Facility. 
 “Incremental Facility Amendment” has the meaning assigned to such term in Section 2.18(c)(ii). 

“Incremental Revolving Commitment” means a commitment in respect of an Incremental Revolving Facility. 

“Incremental Revolving Facility” has the meaning assigned to such term in Section 2.18(a), together with any Incremental
Revolving Increase thereof, and the extensions of credit thereunder. 
 “Incremental Revolving Increase” has the meaning
assigned to such term in Section 2.18(a). 
 “Incremental Term Commitment” means a commitment in respect of
Incremental Term Loans. 
 “Incremental Term Facility” means each and any facility comprised of Incremental Term
Commitments and related Incremental Term Loans created pursuant to an Incremental Facility Amendment, together with any refinancing thereof. 

“Incremental Term Loan” has the meaning assigned to such term in Section 2.18(a). 

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money,
(b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person,
(d) all obligations of such Person in respect of the deferred and unpaid purchase price of property or services (excluding trade accounts payable in the ordinary course of business and any earn-out
obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and if not paid within 60 days after being due and payable), (e) all Indebtedness of others secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of
Indebtedness of others (other than by endorsement of negotiable instruments for collection in the ordinary course of business), (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an
account party in respect of letters of credit and letters of guaranty and (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances; provided that the term “Indebtedness” shall not
include (i) deferred or prepaid revenue, (ii) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the seller, (iii) any obligations attributable to
the exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto, (iv) Indebtedness of any Parent Entity appearing on the balance sheet of the Borrower solely by 

  
 37 













 
reason of push down accounting under GAAP, (v) accrued expenses and royalties and (vi) asset retirement obligations and obligations in respect of reclamation and workers’
compensation (including pensions and retiree medical care) that are not overdue by more than 60 days. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable
therefor. The amount of Indebtedness of any Person for purposes of clause (e) above shall (unless such Indebtedness has been assumed by such Person) be deemed to be equal to the lesser of (A) the aggregate unpaid amount of such
Indebtedness and (B) the Fair Market Value of the property encumbered thereby as determined by such Person in good faith. For all purposes hereof, the Indebtedness of Holdings, any Intermediate Parents, the Borrower and the Restricted
Subsidiaries shall exclude intercompany liabilities arising from their cash management, tax, and accounting operations and intercompany loans, advances or Indebtedness having a term not exceeding 364 days (inclusive of any rollover or extensions of
terms) and made in the ordinary course of business. 
 “Indemnified Taxes” means all Taxes, other than Excluded Taxes,
imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document. 

“Indemnitee” has the meaning assigned to such term in Section 9.03(b). 

“Individual LC Sublimit” has the meaning assigned to such term in the definition of “LC Sublimit.” 

“Information” has the meaning assigned to such term in Section 9.12(a). 

“Information Memorandum” means the Confidential Information Memorandum dated February 2017 relating to the Loan Parties and
the Initial Term Facility. 
 “Initial Holdings” has the meaning assigned to such term in the preamble hereto. 

“Initial Revolving Commitments” means the Revolving Commitments of the Revolving Lenders as of the Effective Date. The
aggregate amount of the Initial Revolving Commitments on the Effective Date is $150,000,000. 
 “Initial Revolving
Facility” means the Initial Revolving Commitments and any Incremental Revolving Increase with respect thereto, and the extensions of credit made thereunder. 

“Initial Term Commitment” means, with respect to each Term Lender, the commitment of such Term Lender to make an Initial Term
Loan hereunder on the Effective Date, expressed as an amount representing the maximum principal amount of the Initial Term Loan to be made by such Term Lender hereunder, as such commitment may be (a) reduced from time to time pursuant to
Section 2.06 and (b) reduced or increased from time to time pursuant to assignments by or to such Term Lender pursuant to an Assignment and Assumption. The initial amount of each Term Lender’s Initial Term Commitment is set forth on
Schedule 2.01(b) or in the Assignment and Assumption pursuant to which such Term Lender shall have assumed its Initial Term Commitment, as the case may be. As of the Effective Date, the total Initial Term Commitment is $815,000,000. 

“Initial Term Facility” means the facility comprised of the Initial Term Commitments and the Initial Term Loans, together
with any refinancing thereof. 
 “Initial Term Loans” means Loans made pursuant to Section 2.01(b). 

  
 38 













 “Initial Term Maturity Date” means the date that is seven (7) years
after the Effective Date. 
 “Insignificant Subsidiary” means any subsidiary of the Target other than any such subsidiary
that is a “significant subsidiary” of the Target within the meaning of Rule 405 of the Securities Act of 1933, as amended, in each case determined as of the date of the most recent financial statements of the Target delivered pursuant to
Section 4.01(h). 
 “Intellectual Property” has the meaning assigned to such term in the Collateral Agreement. 

“Intercompany Termination” means the termination of all intercompany loans between the Acquired Business (or any Person
included therein), on the one hand, and the Seller or its Subsidiaries (other than the Acquired Business), on the other hand. 

“Intercreditor Agreements” means the Closing Date Intercreditor Agreement, any First Lien Intercreditor Agreement or any
other intercreditor agreement contemplated by this Agreement. 
 “Interest Coverage Ratio” means, as of any date, the ratio
of (a) Consolidated EBITDA to (b) Consolidated Interest Expense, in each case for the Test Period as of such date. 

“Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with
Section 2.05. 
 “Interest Payment Date” means, subject to Section 2.10(c), (a) with respect to any ABR Loan, the
last day of each calendar month of March, June, September and December, (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency
Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and (c) as to
any SONIA Loan, each date that is on the numerically corresponding day in each calendar month that is one month after the Borrowing of such SONIA Loan; provided that, as to any such SONIA Loan, (i) if any such date would be a day other than a
Business Day, such date shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such date shall be the next preceding Business Day and (ii) the Interest
Payment Date with respect to any Borrowing that occurs on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the applicable calendar month) shall be the last Business Day of the succeeding
applicable calendar month; provided, that for purposes of this clause (c), the date of a Borrowing of a SONIA Loan initially shall be the date on which such Loan is made and thereafter shall be the effective date of the most recent conversion or
continuation of such Loan or Borrowing. 
 “Interest Period” means, with respect to any Eurocurrency Borrowing, the period
commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter (or, if agreed to by each Lender participating therein, twelve months or such other
period less than twelve months or such other period less than one month, in each case as the Borrower may elect), provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that commences
on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period
and (c) that in the event the Borrower elects an Interest Period of less than one month, the interest rate in respect of the applicable Eurocurrency Borrowing shall be determined through 

  
 39 













 
the use of straight-line interpolation by reference to two such rates, one of which shall be determined as if the length of the period of such deposits were the period of time for which the rate
for such deposits are available is the period next shorter than the length of such Interest Period and the other of which shall be determined as if the period of time for which the rate for such deposits are available is the period next longer than
the length of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

 “Interim Financial Statements” means the unaudited consolidated balance sheet of the Acquired Business as at the end of,
and the related unaudited consolidated statements of operations, comprehensive income (loss), cash flows and parent net investment of the Acquired Business for, the nine-month period ended September 30, 2016. 

“Intermediate Parent” means any subsidiary of Holdings of which the Borrower is a subsidiary. 

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of
(a) the purchase or other acquisition of Equity Interests or Indebtedness or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition
of any other Indebtedness or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person (excluding, in the case of the Borrower and the Restricted Subsidiaries, intercompany loans,
advances, or Indebtedness having a term not exceeding 364 days (inclusive of any rollover or extensions of terms) and made in the ordinary course of business) or (c) the purchase or other acquisition (in one transaction or a series of
transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. The amount, as of any date of determination, of (i) any
Investment in the form of a loan or an advance shall be the principal amount thereof outstanding on such date, minus any cash payments actually received by such investor representing interest in respect of such Investment (to the extent any such
payment to be deducted does not exceed the remaining principal amount of such Investment and without duplication of amounts increasing the Available Amount or the Available Equity Amount), but without any adjustment for write-downs or write-offs
(including as a result of forgiveness of any portion thereof) with respect to such loan or advance after the date thereof, (ii) any Investment in the form of a Guarantee shall be 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 in good faith by a Financial Officer, (iii) any
Investment in the form of a transfer of Equity Interests or other non-cash property by the investor to the investee, including any such transfer in the form of a capital contribution, shall be the Fair Market
Value of such Equity Interests or other property as of the time of the transfer, minus any payments actually received by such investor representing a return of capital of, or dividends or other distributions in respect of, such Investment (to the
extent such payments do not exceed, in the aggregate, the original amount of such Investment and without duplication of amounts increasing the Available Amount or the Available Equity Amount), but without any other adjustment for increases or
decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the date of such Investment, and (iv) any Investment (other than any Investment referred to in clause
(i), (ii) or (iii) above) by the specified Person in the form of a purchase or other acquisition for value of any Equity Interests, evidences of Indebtedness or other securities of any other Person shall be the original cost of such Investment
(including any Indebtedness assumed in connection therewith), plus (A) the cost of all additions thereto and minus (B) the amount of any portion of such Investment that has been repaid to the investor in cash as a repayment of principal or
a return of capital, and of any cash payments actually received by such investor representing interest, dividends or other distributions in respect of such Investment (to the extent the amounts referred to in clause (B) do not, in the
aggregate, exceed the original cost of such Investment plus the costs of additions thereto and 

  
 40 













 
without duplication of amounts increasing the Available Amount or the Available Equity Amount), but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the date of such Investment. For purposes of Section 6.04, if an Investment involves the acquisition of more than one Person, the
amount of such Investment shall be allocated among the acquired Persons in accordance with GAAP; provided that pending the final determination of the amounts to be so allocated in accordance with GAAP, such allocation shall be as reasonably
determined by a Financial Officer. 
 “Investor” means a holder of Equity Interests in Holdings (or any direct or indirect
parent thereof) on the Effective Date. 
 “IPO” means the initial underwritten public offering (other than a public
offering pursuant to a registration statement on Form S-8) of common Equity Interests in the IPO Entity. 

“IPO Entity” means, at any time at and after an IPO, Initial Holdings, a parent entity of Initial Holdings, or an
Intermediate Parent, as the case may be, the Equity Interests in which were issued or otherwise sold pursuant to the IPO; provided that, immediately following the IPO, the Borrower is a wholly-owned subsidiary of such IPO Entity and such IPO
Entity owns, directly or through its subsidiaries, substantially all the businesses and assets owned or conducted, directly or indirectly, by the Borrower immediately prior to the IPO. 

“Issuing Bank” means each of Citibank, JPMorgan Chase Bank, N.A., Barclays Bank PLC, Credit Suisse AG, Jefferies Finance LLC,
HSBC Bank USA, National Association, Citizens Bank, N.A. and any other Revolving Lender which after notice to the Administrative Agent agrees to become an Issuing Bank and, solely with respect to any Existing Letter of Credit (and any amendment,
renewal or extension thereof in accordance with this Agreement), the Lender or Affiliate of a Lender that issued such Existing Letter of Credit; provided that (i) Barclays Bank PLC shall not be obligated to issue commercial letters of
credit or bank guarantees, (ii) Credit Suisse AG shall not be obligated to issue commercial letters of credit or bank guarantees, (iii) Jefferies Finance LLC shall not be obligated to issue commercial letters of credit, non- Dollar letters of credit or bank guarantees and (iv) HSBC Bank USA, National Association, shall not be obligated to issue bank guarantees. Each Issuing Bank may, in its discretion, arrange for one or more
Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. Jefferies Finance LLC will cause Letters
of Credit to be issued by unaffiliated financial institutions and such Letters of Credit shall be treated as issued by Jefferies Finance LLC for all purposes under the Loan Documents. 

“Joint Bookrunners” means Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A., Barclays Bank PLC, Credit Suisse
Securities (USA) LLC, Jefferies Finance LLC, HSBC Securities (USA) Inc., Macquarie Capital (USA) Inc. and Citizens Bank, N.A. 

“Junior Financing” means any Material Indebtedness (other than any permitted intercompany Indebtedness owing to Holdings, the
Borrower or any Restricted Subsidiary) that is either (a) subordinated in right of payment to the Loan Document Obligations, or (b) secured on a junior basis to the Liens securing the Secured Obligations. 

“Latest Maturity Date” means, at any date of determination, the latest maturity or expiration date applicable to any
Revolving Loan, Term Loan or Term Commitment hereunder at such time, including the latest maturity or expiration date of the Initial Revolving Facility, Initial Term Loans, any Incremental Term Loan, Incremental Revolving Facility or Other Term
Loan, in each case as extended in accordance with this Agreement from time to time. 

  
 41 













 “LC Collateral Account” has the meaning assigned to such term in
Section 2.24(j). 
 “LC Disbursement” means a payment made by an Issuing Bank pursuant to a drawing on a Letter of
Credit. 
 “LC Exposure” means, at any time of determination, the sum (without duplication) of the Dollar Amount of
(a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower or any other Loan Party at
such time, minus (c) the amount then on deposit in the LC Collateral Account. The LC Exposure of any Revolving Lender at any time shall be its Pro Rata Share of the total LC Exposure at such time. 

“LC Sublimit” means an amount equal to the lesser of (a) $30,000,000 and (b) the Total Revolving Commitments under the
Revolving Facility; provided that no Lead Arranger (or its affiliates) shall be required to issue letters of credit or bank guarantees in excess of its Pro Rata Share of the LC Sublimit (such amount with respect to any Issuing Bank, such
Issuing Bank’s “Individual LC Sublimit”). The LC Sublimit is part of, and not in addition to, the Revolving Commitments. 

“LCA Election” has the meaning assigned to such term in Section 1.08. 

“LCA Test Date” has the meaning assigned to such term in Section 1.08. 

“Lead Arrangers” means Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A., Barclays Bank PLC, Credit Suisse Securities
(USA) LLC, Jefferies Finance LLC, HSBC Securities (USA) Inc., Macquarie Capital (USA) Inc. and Citizens Bank, N.A. 

“Lenders” means (a) the Term Lenders, (b) the Revolving Lenders and (c) any other Person that shall have
become a party hereto pursuant to an Assignment and Assumption, an Incremental Facility Amendment or a Refinancing Amendment, in each case other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless
the context otherwise requires, the term “Lenders” includes the Swingline Lender and the Issuing Banks. 
 “Letters of
Credit” means any letter of credit or bank guarantee issued pursuant to this Agreement other than any such letter of credit or bank guarantee that shall have ceased to be a “Letter of Credit” outstanding hereunder pursuant to
Section 9.05. 
 “Liabilities” means the recorded liabilities (including contingent liabilities that would be recorded
in accordance with GAAP) of the Borrower and its Subsidiaries taken as a whole, as of the Effective Date after giving effect to the consummation of the Transactions, determined in accordance with GAAP consistently applied. 

“LIBO Rate” means: 
  

	(a)	 for any Interest Period with respect to a Eurocurrency Borrowing denominated in Dollars, the rate per annum
equal to the London Interbank Offered Rate (“LIBOR”) or a comparable or successor rate, which rate is approved by the Administrative Agent, as published on the ICE Benchmark LIBOR01 screen page (or such other commercially available
source providing quotations of LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for dollar deposits (for delivery
on the first day of such Interest Period) with a term equivalent to such Interest Period; and 



  
 42 














	(b)	 for any Interest Period with respect to a Eurocurrency Borrowing denominated in an Alternative Currency (other
than Sterling), the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on Reuters Page LIBOR01, LIBOR02 or CDOR, as applicable (in each case or any successor thereto), that displays an offered
rate administered by ICE Benchmark Administration Limited or (with respect to Canadian Dollars) Thomson Reuters Benchmark Services Limited, as applicable (or, in each case, such other commercially available source providing equivalent quotations as
may be designated by the Administrative Agent from time to time), that appears for deposits in such Alternative Currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, or, if different, the date on which quotations would customarily be provided by leading banks in the London interbank market for deposits of amounts
in the relevant Alternative Currency for delivery on the first day of such Interest Period; or 


  

	(c)	 for any interest calculation with respect to an ABR Borrowing on any date, the rate per annum equal to LIBOR,
at approximately 11:00 a.m., London time determined two Business Days prior to such date for Dollar deposits with a term of one month commencing that day; 



provided that to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved
rate shall be applied to the applicable Interest Period in a manner consistent with market practice; provided further, that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate
shall be applied to the applicable Interest Period as otherwise reasonably determined by the Administrative Agent. 
 Notwithstanding the
foregoing, (x) solely with respect to the Initial Term Loans, the LIBO Rate in respect of any applicable Interest Period will be deemed to be 1.00% per annum if the LIBO Rate for such Interest Period calculated pursuant to the foregoing
provisions would otherwise be less than 1.00% per annum and (y) without limiting clause (x) in no event shall the LIBO Rate be less than 0.00% (and if such rate would otherwise be less than 0.00%, it shall be deemed to be 0.00%). 

“LIBOR” has the meaning assigned to such term in the definition of “LIBO Rate.” 

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance,
charge or security interest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic
effect as any of the foregoing) relating to such asset. 
 “Limited Condition Acquisition” shall mean any Acquisition
Transaction the consummation of which is not conditioned on the availability of, or on obtaining, third party financing. 
 “Loan
Document Obligations” means (a) the due and punctual payment by the Borrower of (i) the principal of and interest at the applicable rate or rates provided in this Agreement (including interest accruing during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or
otherwise and (ii) all other monetary obligations of the Borrower under or pursuant to this Agreement and each of the other Loan Documents, including obligations to pay LC Disbursements, fees, expense reimbursement obligations and
indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including 

  
 43 













 
monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the
due and punctual payment and performance of all other obligations of the Borrower under or pursuant to each of the Loan Documents and (c) the due and punctual payment and performance of all the obligations of each other Loan Party under or
pursuant to this Agreement and each of the other Loan Documents (including interest and monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding). 
 “Loan Documents” means this Agreement, any Incremental Amendment, any Refinancing
Amendment, any Loan Modification Agreement, the Guarantee Agreement, the Collateral Agreement, the Intercreditor Agreements, the other Security Documents and, except for purposes of Section 9.02, any promissory notes delivered pursuant to
Section 2.07(f). 
 “Loan Modification Agreement” means a Loan Modification Agreement, in form reasonably satisfactory
to the Administrative Agent, among the Borrower, the Administrative Agent and one or more Accepting Lenders, effecting one or more Permitted Amendments and such other amendments hereto and to the other Loan Documents as are contemplated by
Section 2.22. 
 “Loan Modification Offer” has the meaning specified in Section 2.22(a). 

“Loan Parties” means Holdings, each Intermediate Parent, the Borrower and the Subsidiary Loan Parties. 

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

“Management Investors” means the directors and officers and employees of Holdings, any Intermediate Parents, the Borrower
and/or any of their respective subsidiaries who are (directly or indirectly through one or more investment vehicles) Investors. 

“Master Agreement” has the meaning assigned to such term in the definition of “Swap Agreement.” 

“Material Adverse Effect” means any event, circumstance or condition that has had, or could reasonably be expected to have, a
material and adverse effect on (a) the business or financial condition of the Borrower and the Restricted Subsidiaries, taken as a whole, (b) the ability of the Borrower and the Guarantors, taken as a whole, to perform their payment
obligations under the Loan Documents or (c) the rights and remedies of the Administrative Agent and the Lenders under the Loan Documents. 

“Material Indebtedness” means Indebtedness (other than the Loan Document Obligations), or obligations in respect of one or
more Swap Agreements, of any one or more of Holdings, any Intermediate Parents, the Borrower and the Restricted Subsidiaries in an aggregate principal amount exceeding $25,000,000; provided that in no event shall any Permitted Receivables
Financing be considered Material Indebtedness for any purpose. For purposes of determining Material Indebtedness, the “principal amount” of the obligations in respect of any Swap Agreement at any time shall be the maximum aggregate amount
(giving effect to any netting agreements) that Holdings, the Borrower or such Restricted Subsidiary would be required to pay if such Swap Agreement were terminated at such time. 

“Material Real Property” means any fee-owned real property with a book value greater
than $10,000,000 as determined on the Effective Date (for existing fee-owned real property) or, with respect to after-acquired fee-owned real property, on the date of
acquisition thereof or of the Person that owns such fee-owned real property. 

  
 44 













 “Material Subsidiary” means (a) each wholly-owned Restricted
Subsidiary that, as of the last day of the fiscal quarter of the Borrower most recently ended for which financial statements are available, had revenues or total assets for such quarter in excess of 2.5% of the consolidated revenues or total assets,
as applicable, of the Borrower for such quarter or that is designated by the Borrower as a Material Subsidiary and (b) any group comprising wholly-owned Restricted Subsidiaries that each would not have been a Material Subsidiary under clause
(a) but that, taken together, as of the last day of the fiscal quarter of the Borrower most recently ended for which financial statements are available, had revenues or total assets for such quarter in excess of 10.0% of the consolidated
revenues or total assets, as applicable, of the Borrower for such quarter; provided that solely for purposes of Sections 7.01(h) and 7.01(i) each such Restricted Subsidiary forming part of such group is subject to an Event of Default under
one or more of such Sections. 
 “Maturity Date” means (a) with respect to the Initial Revolving Commitments,
Incremental Revolving Increases and related Revolving Loans hereunder, the date that is five years after the Effective Date, (b) with respect to the Initial Term Loans, the date that is seven years after the Effective Date, (c) with
respect to any Incremental Revolving Commitments and related Revolving Loans or with respect to any Incremental Term Loans, the final maturity date as specified in the applicable Incremental Amendment and (d) with respect to any Other
Commitments or Other Loans, the final maturity date as specified in the applicable Refinancing Amendment; provided, in each case, that if such day is not a Business Day, the applicable Maturity Date shall be the Business Day immediately
preceding such day. 
 “Maximum Rate” has the meaning assigned to such term in Section 9.18. 

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business. 

“Mortgage” means a mortgage, deed of trust, assignment of leases and rents or other security document granting a Lien on any
Mortgaged Property to secure the Secured Obligations, provided, however, in the event any Mortgaged Property is located in a jurisdiction which imposes mortgage recording taxes or similar fees, the applicable Mortgage shall not secure an
amount in excess of 100% of the Fair Market Value of such Mortgaged Property. Each Mortgage shall be substantially in the form of Exhibit Q with such modifications as may be required by, or customary to account for, local law matters. 

“Mortgaged Property” means Material Real Property with respect to which a Mortgage is granted pursuant to
Section 4.01(f) (if any), 5.11, 5.12 or 5.14. 
 “Multiemployer Plan” means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA to which any Loan Party or any ERISA Affiliate is then making contributions, or accruing an obligation to make contributions, or has within the last six plan years made contributions, including, for these purposes,
any Person which ceased to be an ERISA Affiliate during such six year period. 
 “Net Proceeds” means, with respect to any
event, (a) the proceeds received in respect of such event in cash or Permitted Investments, including (i) any cash or Permitted Investments received in respect of any non-cash proceeds, including any
cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment or earn-out (but excluding any interest payments), but only as and when
received, (ii) in the case of a casualty, insurance proceeds that are actually received, and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments that are actually received, minus
(b) the sum of (i) all fees and out-of-pocket 

  
 45 













 
expenses paid by Holdings, the Borrower and the Restricted Subsidiaries in connection with such event (including attorney’s fees, investment banking fees, survey costs, title insurance
premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, underwriting discounts and commissions, other customary expenses and brokerage, consultant, accountant and other customary fees), (ii) in the case
of a Disposition of an asset (including pursuant to a Sale Leaseback or Casualty Event or similar proceeding), (x) the amount of all payments that are permitted hereunder and are made by Holdings, the Borrower and the Restricted Subsidiaries as a
result of such event to repay Indebtedness (other than the Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event, (y) the pro rata portion of net cash proceeds thereof (calculated without regard to
this clause (y)) attributable to minority interests and not available for distribution to or for the account of Holdings, any Intermediate Parents, the Borrower and the Restricted Subsidiaries as a result thereof and (z) the amount of any
liabilities directly associated with such asset and retained by Holdings, the Borrower or the Restricted Subsidiaries and (iii) the amount of all Taxes paid (or reasonably estimated to be payable), and the amount of any reserves established by
Holdings, the Borrower and the Restricted Subsidiaries to fund contingent liabilities reasonably estimated to be payable, that are directly attributable to such event, provided that any reduction at any time in the amount of any such reserves
(other than as a result of payments made in respect thereof) shall be deemed to constitute the receipt by the Borrower at such time of Net Proceeds in the amount of such reduction. 

“Non-Accepting Lender” has the meaning assigned to such term in Section 2.22(c).

 “Non-Cash Compensation Expense” means any
non-cash expenses and costs that result from the issuance of stock-based awards, partnership interest-based awards and similar incentive based compensation awards or arrangements. 

“Non-Consenting Lender” has the meaning assigned to such term in
Section 9.02(c). 
 “Not Otherwise Applied” means, with reference to the Available Amount, the Starter Basket or the
Available Equity Amount, as applicable, that was not previously applied pursuant to Section 6.01(a)(xxvi), 6.04(n), 6.08(a)(viii) or 6.08(b)(iv). 

“OFAC” has the meaning assigned to such term in Section 3.18(d). 

“Offered Amount” has the meaning assigned to such term in Section 2.09(a)(ii)(D)(1). 

“Offered Discount” has the meaning assigned to such term in Section 2.09(a)(ii)(D)(1). 

“OID” has the meaning assigned to such term in Section 2.18(b). 

“Organizational Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and
the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or
organization and operating agreement (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); and (c) with respect to any partnership, joint venture, trust or other
form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity. 

  
 46 













 “Other Commitments” means each and any Other Revolving Commitments and
Other Term Commitments. 
 “Other Loans” means each and any Other Revolving Loans and Other Term Loans. 

“Other Revolving Commitments” means one or more Classes of revolving loan commitments hereunder that result from a
Refinancing Amendment. 
 “Other Revolving Facility” means each and any facility comprised of Other Revolving Commitments
and Other Revolving Loans created pursuant to a Refinancing Amendment, together with any Incremental Revolving Increase and/or refinancing thereof, and the extensions of credit thereunder. 

“Other Revolving Loans” means one or more Classes of Revolving Loans under an Other Revolving Facility, together with any
refinancing thereof. 
 “Other Taxes” means all present or future recording, stamp, court or documentary, intangible,
filing or similar Taxes arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document, except any such Taxes imposed with respect to an assignment (other than
an assignment made pursuant to Section 2.17(b)). 
 “Other Term Commitments” means one or more Classes of term loan
commitments hereunder that result from a Refinancing Amendment. 
 “Other Term Facility” means each and any facility
comprised of Other Term Commitments and Other Term Loans created pursuant to a Refinancing Amendment, together with any refinancing thereof. 

“Other Term Loans” means one or more Classes of Term Loans under an Other Term Facility that result from a Refinancing
Amendment, together with any refinancing thereof. 
 “Overnight Rate” means, for any day, (a) with respect to any
amount denominated in Dollars, the Federal Funds Effective Rate and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an
amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of the Administrative Agent in the London or other applicable offshore interbank market for such
Alternative Currency to major banks in such interbank market. 
 “Parent Entity” means any Person that is a direct or
indirect parent of the Borrower. 
 “Participant” has the meaning assigned to such term in Section 9.04(c)(i). 

“Participant Register” has the meaning assigned to such term in Section 9.04(c)(iii). 

“Participating Lender” has the meaning assigned to such term in Section 2.09(a)(ii)(C)(2). 

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing
similar functions. 

  
 47 













 “Permitted Acquisition” means an Acquisition Transaction; provided
that (a) in the case of any purchase or other acquisition of Equity Interests in a Person, (i) such Person, upon the consummation of such purchase or acquisition, will be a Subsidiary (including as a result of a merger or consolidation
between any Subsidiary and such Person), or (ii) such Person is merged into or consolidated with a Subsidiary and such Subsidiary is the surviving entity of such merger or consolidation, (b) the business of such Person, or such assets, as
the case may be, constitute a business permitted by Section 5.16, (c) with respect to each such purchase or other acquisition, all actions required to be taken with respect to any such newly created or acquired Subsidiary (including each
subsidiary thereof) or assets in order to satisfy the requirements set forth in clauses (a), (b), (c) and (d) of the definition of the term “Collateral and Guarantee Requirement” to the extent applicable shall have been taken (or
arrangements for the taking of such actions after the consummation of the Permitted Acquisition shall have been made that are reasonably satisfactory to the Administrative Agent) (unless such newly created or acquired Subsidiary is designated as an
Unrestricted Subsidiary pursuant to Section 5.15 or is otherwise an Excluded Subsidiary) and (d) after giving effect to any such purchase or other acquisition, no Event of Default under clause (a), (b), (h) or (i) of Section 7.01
shall have occurred and be continuing. 
 “Permitted Amendment” means an amendment to this Agreement and, if applicable the
other Loan Documents, effected in connection with a Loan Modification Offer pursuant to Section 2.22, providing for an extension of a maturity date applicable to the Loans and/or Commitments of the Accepting Lenders and, in connection
therewith, (a) a change in the Applicable Rate with respect to the Loans and/or Commitments of the Accepting Lenders and/or (b) a change in the fees payable to, or the inclusion of new fees to be payable to, the Accepting Lenders and/or
(c) additional covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of such Loan Modification Offer (it being understood that to the extent that any financial maintenance covenant is added for the
benefit of any such Loans and/or Commitments, no consent shall be required by the Administrative Agent or any of the Lenders if such financial maintenance covenant is either (i) also added for the benefit of any corresponding Loans remaining
outstanding after the issuance or incurrence of such Loans and/or Commitments or (ii) only applicable after the Latest Maturity Date at the time of such Loan Modification Offer); provided that (A) the borrowing and repayment (other
than in connection with a permanent repayment and termination of Revolving Commitments) of the Revolving Loans made pursuant to the amended Revolving Commitments shall be made on a pro rata basis with any borrowings and repayments of any Revolving
Loans and Revolving Commitments of the Class that is being amended and that remain outstanding after such amendment and (B) assignments and participations of the amended Revolving Commitments shall be governed by the assignment and
participation provisions set forth in Section 9.04. 
 “Permitted Cure Security” means any Equity Interest of Holdings
other than any Disqualified Equity Interests; provided that any such Equity Interests issued for purposes of exercising a Cure Right pursuant to Section 7.03 that are not common Equity Interests shall be on terms and conditions
reasonably acceptable to the Administrative Agent. 
 “Permitted Encumbrances” means: 

 

	(a)	 Liens for taxes or other governmental charges that are not overdue for a period of more than 30 days or that
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; 



 

	(b)	 Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s,
repairmen’s or construction contractors’ Liens and other similar Liens arising in the ordinary course of business that secure amounts not overdue for a period of more than 30 days or, if more than 30 days overdue, are unfiled and no other
action has been taken to enforce such Liens or that 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; 



  
 48 














	(c)	 Liens incurred or deposits made in the ordinary course of business (i) in connection with workers’
compensation, unemployment insurance and other social security legislation and (ii) securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees or similar
instruments for the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary or otherwise supporting the payment of items set forth in the
foregoing clause (i); 


  

	(d)	 Liens incurred or deposits made to secure the performance of bids, trade contracts, governmental contracts and
leases, statutory obligations, surety, stay, customs and appeal bonds, performance bonds, bankers’ acceptance facilities and other obligations of a like nature (including those to secure health, safety and environmental obligations) and
obligations in respect of letters of credit, bank guarantees or similar instruments that have been posted to support the same, incurred in the ordinary course of business or consistent with past practices; 



 

	(e)	 easements, rights-of-way,
restrictions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property that, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of Holdings, the
Borrower and the Restricted Subsidiaries, taken as a whole; 



	(f)	 Liens securing, or otherwise arising from, judgments not constituting an Event of Default under
Section 7.01(j); 


  

	(g)	 Liens on goods the purchase price of which is financed by a documentary letter of credit issued for the account
of the Borrower or any of its Subsidiaries or Liens on bills of lading, drafts or other documents of title arising by operation of law or pursuant to the standard terms of agreements relating to letters of credit, bank guarantees and other similar
instruments, provided that such Lien secures only the obligations of the Borrower or such subsidiaries in respect of such letter of credit to the extent such obligations are permitted by Section 6.01; 



 

	(h)	 rights of set-off, banker’s lien, netting agreements and other
Liens arising by operation of law or by of the terms of documents of banks or other financial institutions in relation to the maintenance of administration of deposit accounts, securities accounts, cash management arrangements or in connection with
the issuance of letters of credit, bank guarantees or other similar instruments; and 


  

	(i)	 Liens arising from precautionary Uniform Commercial Code financing statements or any similar filings made in
respect of operating leases entered into by the Borrower or any of its subsidiaries. 


 “Permitted First Priority
Refinancing Debt” means any secured Indebtedness incurred by the Borrower in the form of one or more series of senior secured notes; provided that (i) such Indebtedness is secured by the Collateral on an equal priority basis
(but without control of remedies) with the Loan Document Obligations and is not secured by any property or assets of the Borrower or any Subsidiary other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing
Indebtedness in respect of Loans (including portions of Classes of Loans or Other Loans), and (iii) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to the Closing Date Intercreditor Agreement
and any First Lien Intercreditor Agreement. Permitted First Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor. 

  
 49 













 “Permitted Holder” means (a) the Sponsor; (b) Longview Asset
Management LLC, (c) the Management Investors and their Immediate Family Members; and (d) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act as in effect on the date hereof) of which the
Persons described in clauses (a), (b) and/or (c) are members; provided that the Persons described in clauses (a), (b) and/or (c) beneficially own a majority of the Equity Interests beneficially owned by such group. 

“Permitted Holdings Debt” has the meaning assigned to such term in Section 6.01(a)(xviii). 

“Permitted Investments” means any of the following, to the extent owned by the Borrower or any Restricted Subsidiary: 

 

	(a)	 Dollars, euro, Sterling, Canadian Dollars, Singapore dollars, yuan or such other currencies held by it from
time to time in the ordinary course of business; 


  

	(b)	 readily marketable obligations issued or directly and fully guaranteed or insured by the government or any
agency or instrumentality of (i) the United States or (ii) any member nation of the European Union rated A-2 (or the equivalent thereof) or better by S&P or
P-2 (or the equivalent thereof) or better by Moody’s, having average maturities of not more than 24 months from the date of acquisition thereof; provided that the full faith and credit of the
United States or such member nation of the European Union is pledged in support thereof; 


  

	(c)	 time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank
that (i) is a Lender or (ii) has combined capital and surplus of at least (x) $250,000,000 in the case of U.S. banks and (y) $100,000,000 (or the dollar equivalent as of the date of determination) in the case of non-U.S. banks (any such bank meeting the requirements of clause (i) or (ii) above being an “Approved Bank”), in each case with average maturities of not more than 12 months from the date of
acquisition thereof; 


  

	(d)	 commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the parent company thereof)
or any variable or fixed rate note issued by, or guaranteed by, a corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent
thereof) or better by Moody’s, in each case with average maturities of not more than 24 months from the date of acquisition thereof; 


  

	(e)	 repurchase agreements entered into by any Person with an Approved Bank, a bank or trust company (including any
of the Lenders) or recognized securities dealer, in each case, having capital and surplus in excess of (x) $250,000,000 in the case of U.S. banks and (y) $100,000,000 (or the dollar equivalent as of the date of determination) in the case of non-U.S. banks, in each case, for direct obligations issued by or fully guaranteed or insured by the government or any agency or instrumentality of (i) the United States or (ii) any member nation of the
European Union rated A (or the equivalent thereof) or better by S&P and A2 (or the equivalent thereof) or better by Moody’s, in which such Person shall have a perfected first priority security interest (subject to no other Liens) and
having, on the date of purchase thereof, a Fair Market Value of at least 100% of the amount of the repurchase obligations; 


  

	(f)	 marketable short-term money market and similar highly liquid funds either (i) having assets in excess of
(x) $250,000,000 in the case of U.S. banks or other U.S. financial institutions and (y) $100,000,000 (or the dollar equivalent as of the date of determination) in the case of non-U.S. banks or other non-U.S. financial institutions or (ii) having a rating of at least A-2 or P-2 from either S&P or Moody’s (or, if at any
time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service); 



  
 50 














	(g)	 securities with average maturities of 24 months or less from the date of acquisition issued or fully guaranteed
by any state, commonwealth or territory of the United States, or by any political subdivision or taxing authority of any such state, commonwealth or territory having an investment grade rating from either S&P or Moody’s (or the equivalent
thereof); 


  

	(h)	 investments with average maturities of 12 months or less from the date of acquisition in mutual funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s; 


  

	(i)	 instruments equivalent to those referred to in clauses (a) through (h) above denominated in euro or any
other foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection
with any business conducted by any Subsidiary organized in such jurisdiction; 


  

	(j)	 investments, classified in accordance with GAAP as current assets, in money market investment programs that are
registered under the Investment Company Act of 1940 or that are administered by financial institutions having capital of at least $250,000,000, and, in either case, the portfolios of which are limited such that substantially all of such investments
are of the character, quality and maturity described in clauses (a) through (i) of this definition; 


  

	(k)	 with respect to any Foreign Subsidiary: (i) obligations of the national government of the country in which
such Foreign Subsidiary maintains its chief executive office and principal place of business, provided such country is a member of the Organization for Economic Cooperation and Development, in each case maturing within one year after the date
of investment therein, (ii) certificates of deposit of, bankers acceptances of, or time deposits with, any commercial bank which is organized and existing under the laws of the country in which such Foreign Subsidiary maintains its chief
executive office and principal place of business, provided such country is a member of the Organization for Economic Cooperation and Development, and whose short-term commercial paper rating from S&P is at least “A-2” or the equivalent thereof or from Moody’s is at least “P-2” or the equivalent thereof (any such bank being an “Approved Foreign
Bank”), and in each case with maturities of not more than 24 months from the date of acquisition and (iii) the equivalent of demand deposit accounts which are maintained with an Approved Foreign Bank; and 



 

	(l)	 investment funds investing at least 90% of their assets in securities of the types described in clauses
(a) through (k) above. 


 “Permitted Receivables Financing” means, collectively, any receivables
securitizations or other receivables financings (including any factoring program) in an aggregate amount not to exceed the greater of $37,500,000 and 15% of EBITDA for the last Test Period (measured at each time any such financing is entered into)
that are non-recourse to Holdings and the Restricted Subsidiaries (except for (x) any customary limited recourse or recourse limited Subsidiaries that are not Loan Parties, (y) any performance
undertaking or Guarantee and (z) an unsecured parent Guarantee (a “Receivables Guarantee”) by Holdings, Intermediate Holdings or a Restricted Subsidiary that is a parent company of a Restricted Subsidiary of obligations of
Restricted Subsidiaries, and, in each case, reasonable extensions thereof); provided that with respect to Permitted Receivables Financings incurred in the form of a factoring program, the outstanding amount of such Permitted Receivables
Financing for the purposes of this definition shall be deemed to be equal to the Permitted Receivables Net Investment for the last Test Period. 

  
 51 













 “Permitted Receivables Net Investment” means the aggregate cash amount paid
by the purchasers under any Permitted Receivables Financing in the form of a factoring program in connection with their purchase of accounts receivable and customary related assets or interests therein, as the same may be reduced from time to time
by collections with respect to such accounts receivable and related assets or otherwise in accordance with the terms of such Permitted Receivables Financing (but excluding any such collections used to make payments of commissions, discounts, yield
and other fees and charges incurred in connection with any Permitted Receivables Financing in the form of a factoring program which are payable to any Person other than the Borrower or a Restricted Subsidiary). 

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of
any Indebtedness of such Person; provided that (a) (i) with respect to any such Indebtedness constituting Capital Lease Obligations, the assets subject to such Capitalized Lease shall be substantially the same as the Indebtedness so
modified, refinanced, refunded, renewed or extended and (ii) with respect to all Indebtedness other than such constituting Capital Lease Obligations, the principal amount (or accreted value, if applicable) thereof does not exceed the principal
amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses incurred, in
connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing revolving commitments unutilized thereunder to the extent that the portion of any existing and unutilized revolving commitment
being refinanced was permitted to be drawn under Sections 6.01 and 6.02 of this Agreement immediately prior to such refinancing (other than by reference to a Permitted Refinancing) and such drawing shall be deemed to have been made, (b) other
than with respect to a Permitted Refinancing in respect of Capital Lease Obligations, Indebtedness resulting from such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity
date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) if the Indebtedness being modified,
refinanced, refunded, renewed or extended is subordinated in right of payment to the Loan Document Obligations, Indebtedness resulting from such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the
Loan Document Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, (d) immediately after giving effect thereto,
no Event of Default shall have occurred and be continuing, and (e) if the Indebtedness being modified, refinanced, refunded, renewed or extended is permitted pursuant to Section 6.01(a)(ii), 6.01(a)(xxi), 6.01(a)(xxii), 6.01(a)(xxiii) or
6.01(a)(xxiv), (i) the terms and conditions (excluding as to subordination, interest rate (including whether such interest is payable in cash or in kind), rate floors, fees, discounts and premiums) of Indebtedness resulting from such modification,
refinancing, refunding, renewal or extension (including as to collateral (including in respect of the priority of the Liens on such collateral)) are, taken as a whole, are not materially more favorable to the investors providing such Indebtedness
than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed or extended (except for covenants or other provisions applicable to periods after the Latest Maturity Date at the time such Indebtedness is incurred) (it
being understood that, to the extent that any financial maintenance covenant is added for the benefit of any such Permitted Refinancing, the terms shall not be considered materially more favorable if such financial maintenance covenant is either
(A) also added for the benefit of any corresponding Loans remaining outstanding after the issuance or incurrence of such Permitted Refinancing or (B) only applicable after the Latest Maturity Date at the time of such refinancing);
provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to such modification, refinancing, refunding, renewal or extension, together with a reasonably detailed description
of the material terms and conditions of such resulting Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement, shall be
conclusive evidence that such terms and conditions 

  
 52 













 
satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable
description of the basis upon which it disagrees) and (ii) the primary obligor in respect of, and/or the Persons (if any) that Guarantee, the Indebtedness resulting from such modification, refinancing, refunding, renewal or extension are the
primary obligor in respect of, and/or Persons (if any) that Guaranteed the Indebtedness being modified, refinanced, refunded, renewed or extended. For the avoidance of doubt, it is understood that a Permitted Refinancing may constitute a portion of
an issuance of Indebtedness in excess of the amount of such Permitted Refinancing; provided that such excess amount is otherwise permitted to be incurred under Section 6.01. For the avoidance of doubt, it is understood and agreed that a
Permitted Refinancing includes successive Permitted Refinancings of the same Indebtedness. 
 “Permitted Second Priority Refinancing
Debt” means any secured Indebtedness incurred by the Borrower in the form of one or more series of junior lien secured notes or junior lien secured loans; provided that (i) such Indebtedness is secured by the Collateral on a junior
basis with the Loan Document Obligations and is not secured by any property or assets of the Borrower or any Subsidiary other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Loans
(including portions of Classes of Loans or Other Loans), and (iii) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to the Closing Date Intercreditor Agreement and, if applicable, a customary
Intercreditor Agreement substantially consistent with the Closing Date Intercreditor Agreement pursuant to which, among things, the Liens securing such Indebtedness are subordinated to the Lien securing the Secured Obligations. Permitted Second
Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor. 
 “Permitted Unsecured
Refinancing Debt” means unsecured Indebtedness incurred by Borrower in the form of one or more series of senior unsecured notes or loans; provided that (i) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness
in respect of Loans (including portions of Classes of Loans or Other Loans), and (ii) such Indebtedness is not secured by any Lien on any property or assets of Holdings, any Intermediate Parents, the Borrower or any Restricted Subsidiary.
Permitted Unsecured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor. 
 “Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. 

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of
ERISA or Section 412 of the Code or Section 302 of ERISA, and (i) in respect of which a Loan Party or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an
“employer” as defined in Section 3(5) of ERISA or (ii) has at any time within the preceding six years been maintained, sponsored or contributed to by any Loan Party or any ERISA Affiliate. 

“Planned Expenditures” has the meaning assigned to such term in the definition of “Excess Cash Flow.” 

“Platform” has the meaning specified in Section 5.01. 

“Post-Transaction Period” means, with respect to any Specified Transaction, the period beginning on the date on which such
Specified Transaction is consummated and ending on the last day of the eighth full consecutive fiscal quarter of the Borrower immediately following the date on which such Specified Transaction is consummated. 

  
 53 













 “Prepayment Event” means: 

(a) any sale, transfer or other Disposition of any property or asset of Holdings, any Intermediate Parent, the Borrower or any of the Restricted Subsidiaries
pursuant to Section 6.05(j), Section 6.05(k), Section 6.05(m) and Section 6.05(n) other than Dispositions resulting in aggregate Net Proceeds not exceeding $10,000,000 in the case of any single transaction or series of related
transactions; or 
 (b) the incurrence by the Borrower or any of the Restricted Subsidiaries of any Indebtedness, other than Indebtedness permitted under
Section 6.01 (other than Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt and Other Loans) or permitted by the Required Lenders pursuant to Section 9.02. 

“Present Fair Saleable Value” means the amount that could be obtained by an independent willing seller from an independent
willing buyer if the assets of the Borrower and its Subsidiaries taken as a whole are sold with reasonable promptness in an arm’s-length transaction under present conditions for the sale of comparable
business enterprises insofar as such conditions can be reasonably evaluated. 
 “Pro Forma Adjustment” means, for any Test
Period, any adjustment to Consolidated EBITDA made in accordance with clause (b) of the definition of that term. 
 “Pro Forma
Basis,” “Pro Forma Compliance” and “Pro Forma Effect” means, with respect to compliance with any test, financial ratio or covenant hereunder required by the terms of this Agreement to be made on a Pro Forma
Basis, that (a) to the extent applicable, the Pro Forma Adjustment shall have been made and (b) all Specified Transactions and the following transactions in connection therewith that have been made during the applicable period of
measurement or subsequent to such period and prior to or simultaneously with the event for which the calculation is made shall be deemed to have occurred as of the first day of the applicable period of measurement in such test, financial ratio or
covenant: (i) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (A) in the case of a Disposition of all or substantially all Equity Interests in any
subsidiary of Holdings or any division, product line, or facility used for operations of Holdings, any Intermediate Parents, the Borrower or any of the Restricted Subsidiaries, shall be excluded, and (B) in the case of a Permitted Acquisition
or Investment described in the definition of “Specified Transaction,” shall be included, (ii) any retirement of Indebtedness, and (iii) any Indebtedness incurred or assumed by Holdings, the Borrower or any of the Restricted
Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate that is or would be in
effect with respect to such Indebtedness as at the relevant date of determination; provided that, without limiting the application of the Pro Forma Adjustment pursuant to clause (a) above, the foregoing pro forma adjustments may be
applied to any such test, financial ratio or covenant solely to the extent that such adjustments are consistent with the definition of “Consolidated EBITDA” (and subject to the limitations set forth in clause (b) thereof) and give
effect to events (including cost savings, operating expense reductions and synergies) that are (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on Holdings, the Borrower and any of the Restricted
Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of “Pro Forma Adjustment.” 

“Pro Forma Disposal Adjustment” means, for any four-quarter period that includes all or a portion of a fiscal quarter
included in any Post-Transaction Period with respect to any Sold Entity or Business, the pro forma increase or decrease in Consolidated EBITDA projected by the Borrower in good faith as a result of contractual arrangements between the Borrower or
any Restricted Subsidiary entered into with such Sold Entity or Business at the time of its disposal or within the Post-Transaction Period and which represent an increase or decrease in Consolidated EBITDA which is incremental to the Disposed EBITDA
of such Sold Entity or Business for the most recent four-quarter period prior to its disposal. 

  
 54 













 “Pro Forma Entity” means any Acquired Entity or Business or any Converted
Restricted Subsidiary. 
 “Pro Forma Financial Statements” has the meaning assigned to such term in Section 3.04(c).

 “Pro Rata Share” means, with respect to each Revolving Lender at any time, a fraction (expressed as a percentage,
carried out to the ninth decimal place), the numerator of which is the Dollar Amount of the Revolving Commitments and, if applicable and without duplication, Revolving Loans, of such Revolving Lender under the applicable Revolving Facility at such
time and the denominator of which is the Dollar Amount of the Aggregate Revolving Commitments and, if applicable and without duplication, Revolving Loans under such Revolving Facility at such time (if the applicable Revolving Commitments for such
Revolving Facility have terminated or expired, the Pro Rata Share shall be determined based upon such Revolving Lender’s share of the aggregate Revolving Exposure under such Revolving Facility at that time). 

“Proposed Change” has the meaning assigned to such term in Section 9.02(c). 

“Public Lender” has the meaning specified in Section 5.01. 

“Purchasing Borrower Party” means Holdings or any subsidiary of Holdings. 

“Qualified Equity Interests” means Equity Interests in Holdings or any parent of Holdings other than Disqualified Equity
Interests. 
 “Qualifying Lender” has the meaning assigned to such term in Section 2.09(a)(ii)(D)(3). 

“Receivables Guarantee” has the meaning assigned to such term in the definition of “Permitted Receivables
Financing.” 
 “Receivables Subsidiary” means any Special Purpose Entity established in connection with a Permitted
Receivables Financing. 
 “Refinanced Debt” has the meaning assigned to such term in the definition of “Credit
Agreement Refinancing Indebtedness.” 
 “Refinancing Amendment” means an amendment to this Agreement executed by each
of (a) the Borrower and Holdings, (b) the Administrative Agent and (c) each Additional Lender and Lender that agrees to provide any portion of the Credit Agreement Refinancing Indebtedness being incurred pursuant thereto, in
accordance with Section 2.19. 
 “Register” has the meaning assigned to such term in Section 9.04(b)(iv). 

“Registered Equivalent Notes” means, with respect to any notes originally issued in a Rule 144A or other private placement
transaction under the Securities Act of 1933, substantially identical notes (having substantially the same Guarantees) issued in a dollar-for-dollar exchange therefor
pursuant to an exchange offer registered with the SEC. 

  
 55 













 “Related Parties” means, with respect to any specified Person, such
Person’s Affiliates and the partners, directors, officers, employees, trustees, agents, controlling persons, advisors and other representatives of such Person and of each of such Person’s Affiliates and permitted successors and assigns.

 “Release” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge,
dispersal, leaching or migration into the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) and including the environment within any building or other structure. 

“Removal Effective Date” has the meaning assigned to such term in Article VIII. 

“Repricing Transaction” means (a) the incurrence by the Borrower or any Subsidiary of any Indebtedness in the form of
term loans that are broadly syndicated to banks and other institutional investors (i) having an Effective Yield that is less than the Effective Yield for the Initial Term Loans, but excluding Indebtedness incurred in connection with an IPO,
Change of Control or Transformative Acquisition, and (ii) the proceeds of which are used to prepay (or, in the case of a conversion, deemed to prepay or replace), in whole or in part, outstanding principal of Initial Term Loans or (b) any
effective reduction in the Effective Yield for the Initial Term Loans (e.g., by way of amendment, waiver or otherwise), except for a reduction in connection with an IPO, Change of Control or Transformative Acquisition. 

“Required Additional Debt Terms” means with respect to any Indebtedness, (a) such Indebtedness does not mature earlier
than the Latest Maturity Date (except in the case of customary bridge loans which subject to customary conditions (including no payment or bankruptcy event of default), would either automatically be converted into or required to be exchanged for
permanent refinancing which does not mature earlier than the Latest Maturity Date), (b) such Indebtedness does not have mandatory redemption features (other than customary asset sale, insurance and condemnation proceeds events, change of control
offers or events of default or, if term loans, excess cash flow prepayments applicable to periods before the Latest Maturity Date) that could result in redemptions of such Indebtedness prior to the Latest Maturity Date, (c) other than with
respect to Indebtedness incurred by a non-Loan Party, such Indebtedness is not guaranteed by any entity that is not a Loan Party, (d) other than with respect to Indebtedness incurred by a non-Loan Party, such Indebtedness that is secured (i) is not secured by any assets not securing the Secured Obligations, (ii) is subject to the relevant Intercreditor Agreement(s) and (iii) is subject
to security agreements relating to such Indebtedness that are substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (e) with respect to Indebtedness incurred by a non-Loan Party, (i) such Indebtedness is not guaranteed by a Loan Party and (ii) such Indebtedness is not secured by the Collateral and (f) the terms and conditions of such Indebtedness (excluding
pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions) are not materially more favorable (when taken as a whole) to the lenders or investors providing such Indebtedness than the terms and
conditions of this Agreement (when taken as a whole) are to the Lenders (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at such time) (it being understood that, to the extent that any financial
maintenance covenant is added for the benefit of any Indebtedness, no consent shall be required by the Administrative Agent or any of the Lenders if such financial maintenance covenant is either (i) also added for the benefit of any
corresponding Loans remaining outstanding after the issuance or incurrence of any such Indebtedness in connection therewith or (ii) only applicable after the Latest Maturity Date at such time); provided that a certificate of a
Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such resulting Indebtedness
or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement, shall be conclusive evidence that such terms and conditions satisfy the
foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees). 

  
 56 













 “Required Lenders” means, at any time, Lenders having Term Loans, Revolving
Exposures and unused Commitments (other than Swingline Commitments) representing more than 50% of the aggregate Dollar Amount of Term Loans, Revolving Exposures and unused Commitments (other than Swingline Commitments) at such time; provided
that (a) Loans held by the Borrower or any Affiliate thereof (other than Affiliated Debt Funds) shall be excluded for purposes of making a determination of Required Lenders and (b) whenever there are one or more Defaulting Lenders or
Disqualified Lenders, the total Dollar Amount of outstanding Loans, Revolving Exposures and unused Commitments of each Defaulting Lender and each Disqualified Lender shall, in each case, be excluded for purposes of making a determination of Required
Lenders. 
 “Required Revolving Lenders” means, at any time, Revolving Lenders have Revolving Exposures and unused
Revolving Commitments (other than Swingline Commitments) representing more than 50% of the aggregate Dollar Amount of Revolving Exposures and unused Revolving Commitments (other than Swingline Commitments) at such time; provided that whenever
there are one or more Defaulting Lenders or Disqualified Lenders, the total outstanding Dollar Amount of Revolving Exposures and unused Revolving Commitments of each Defaulting Lender and each Disqualified Lender shall, in each case, be excluded for
purposes of making a determination of Required Revolving Lenders. 
 “Requirements of Law” means, with respect to any
Person, any statutes, laws, treaties, rules, regulations, orders, decrees, writs, injunctions or determinations of any arbitrator or court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property
or to which such Person or any of its property is subject. 
 “Resignation Effective Date” has the meaning assigned to such
term in Article VIII. 
 “Responsible Officer” means the chief executive officer, president, vice president, chief
financial officer, treasurer or assistant treasurer, or other similar officer, manager or a director of a Loan Party and with respect to certain limited liability companies or partnerships that do not have officers, any manager, sole member,
managing member or general partner thereof, and as to any document delivered on the Effective Date or thereafter pursuant to paragraph (a) of the definition of the term “Collateral and Guarantee Requirement,” any secretary or
assistant secretary 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 Debt Payments” has the meaning set forth in Section 6.08(b). 

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to
any Equity Interests in Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any Equity Interests in Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary or any option, warrant or other right to acquire any such Equity Interests. 

“Restricted Subsidiary” means any Subsidiary other than an Unrestricted Subsidiary. 

  
 57 













 “Retained Declined Proceeds” has the meaning assigned to such term in
Section 2.09(d). 
 “Revolving Borrowing” means a request for Revolving Loans. 

“Revolving Commitment” means, with respect to each Revolving Lender, the commitment of such Revolving Lender to make
Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum possible aggregate amount of such Revolving Lender’s Revolving Exposure hereunder, as such
commitment may be (a) reduced from time to time pursuant to Section 2.06, (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04 and (c) increased from time to time
pursuant to Section 2.18. The initial amount of each Revolving Lender’s Revolving Commitment is set forth on the Commitment Schedule, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving
Commitment, as applicable. 
 “Revolving Exposure” means, with respect to any Revolving Lender at any time, the Dollar
Amount of the sum of the outstanding principal amount of such Revolving Lender’s Revolving Loans and its LC Exposure and an amount equal to its Pro Rata Share of the aggregate principal amounts of Swingline Loans outstanding at such time. 

“Revolving Facility” means each and any of the Initial Revolving Facility (together with any Incremental Revolving Increase
thereto), any Incremental Revolving Facility, and any Other Revolving Facility, in each case together with the extensions of credit thereunder and any refinancing thereof. 

“Revolving Lender” means, initially, the Persons listed on Schedule 2.01(a) and as of any date of determination from
and after the Effective Date, a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated or expired, a Lender with Revolving Exposure. Unless the context otherwise requires, the term “Revolving Lenders” under any
particular Revolving Facility includes the Swingline Lender under such Revolving Facility. 
 “Revolving Loan” means the
loans and advances made by the Revolving Lenders pursuant to this Agreement, including a Loan made pursuant to Section 2.01(a) and Swingline Loans. 

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any
successor to its rating agency business. 
 “Sale Leaseback” means any transaction or series of related transactions
pursuant to which the Borrower or any other Restricted Subsidiary (a) sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired, and (b) as part of such transaction, thereafter rents
or leases such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold, transferred or disposed of. 

“Sanctions” means economic sanctions administered or enforced by the United States Government (including without limitation,
sanctions enforced by OFAC), the United Nations Security Council, the European Union or Her Majesty’s Treasury. 

“SEC” means the Securities and Exchange Commission or any Governmental Authority succeeding to any of its principal
functions. 
 “Second Lien Credit Agreement” has the meaning assigned to such term in the definition of “Second Lien
Facility.” 

  
 58 













 “Second Lien Facility” means the term loan facility pursuant to that
certain Second Lien Credit Agreement (the “Second Lien Credit Agreement”), dated as of the date hereof, by and among Holdings, the Borrower, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, the lenders party
thereto and the other agents party thereto (it being understood and agreed that the Second Lien Facility shall include any additional commitments or loans thereunder after the date hereof that are permitted pursuant to this Agreement and the Closing
Date Intercreditor Agreement). 
 “Secured Cash Management Obligations” means the due and punctual payment and performance
of all obligations of Holdings, any Intermediate Parents, the Borrower and the Restricted Subsidiaries in respect of any overdraft and related liabilities arising from treasury, depository, cash pooling arrangements and cash management services,
corporate credit and purchasing cards and related programs or any automated clearing house transfers of funds (collectively, “Cash Management Services”) provided to Holdings, the Borrower or any Subsidiary (whether absolute or
contingent and howsoever and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor)) that are (a) owed to the Administrative Agent or any of its Affiliates,
(b) owed on the Effective Date to a Person that is a Lender or an Affiliate of a Lender as of the Effective Date or (c) owed to a Person that is an Agent, a Lender or an Affiliate of an Agent or Lender at the time such obligations are
incurred. 
 “Secured Leverage Ratio” means, on any date, the ratio of (a) Consolidated Secured Debt as of such date
to (b) Consolidated EBITDA for the Test Period as of such date. 
 “Secured Obligations” means (a) the Loan
Document Obligations, (b) the Secured Cash Management Obligations and (c) the Secured Swap Obligations (excluding with respect to any Loan Party, Excluded Swap Obligations of such Loan Party). 

“Secured Parties” means (a) each Lender, (b) the Administrative Agent and Collateral Agent, (c) each Joint
Bookrunner, (d) each Issuing Bank, (e) the Swingline Lender, (f) each Person to whom any Secured Cash Management Obligations are owed, (g) each counterparty to any Swap Agreement the obligations under which constitute Secured
Swap Obligations and (h) the permitted successors and assigns of each of the foregoing. 
 “Secured Swap Obligations”
means the due and punctual payment and performance of all obligations of Holdings, any Intermediate Parents, the Borrower, and the Restricted Subsidiaries under each Swap Agreement that (a) is with a counterparty that is the Administrative
Agent or any of its Affiliates, (b) is in effect on the Effective Date with a counterparty that is a Lender or an Affiliate of a Lender as of the Effective Date or (c) is entered into after the Effective Date with any counterparty that is
a Lender, an Agent or an Affiliate of a Lender or an Agent at the time such Swap Agreement is entered into. 
 “Security
Documents” means the Collateral Agreement, the Mortgages and each other security agreement or pledge agreement executed and delivered pursuant to the Collateral and Guarantee Requirement, Section 4.01(f), 5.11, 5.12 or 5.14 to secure
any of the Secured Obligations. 
 “Seller” means CenturyLink, Inc., a Louisiana corporation. 

“Senior Representative” means, with respect to any series of Permitted First Priority Refinancing Debt, Permitted Second
Priority Refinancing Debt or other applicable Indebtedness, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise
obtained, as the case may be, and each of their successors in such capacities. 

  
 59 













 “Settlement” has the meaning specified in Section 2.23(a)(ii). 

“Settlement Date” has the meaning specified in Section 2.23(a)(ii). 

“Sold Entity or Business” has the meaning given such term in the definition of “Consolidated EBITDA.” 

“Solicited Discount Proration” has the meaning assigned to such term in Section 2.09(a)(ii)(D)(3). 

“Solicited Discounted Prepayment Amount” has the meaning assigned to such term in Section 2.09(a)(ii)(D)(1). 

“Solicited Discounted Prepayment Notice” means an irrevocable written notice of a Borrower Solicitation of Discounted
Prepayment Offers made pursuant to Section 2.09(a)(ii)(D) substantially in the form of Exhibit M. 
 “Solicited
Discounted Prepayment Offer” means the irrevocable written offer by each Lender, substantially in the form of Exhibit N, submitted following the Administrative Agent’s receipt of a Solicited Discounted Prepayment Notice. 

“Solicited Discounted Prepayment Response Date” has the meaning assigned to such term in Section 2.09(a)(ii)(D)(1). 

“Solvent” means (a) the Fair Value of the assets of Holdings and its Subsidiaries on a consolidated basis taken as a
whole exceeds their Liabilities, (b) the Present Fair Saleable Value of the assets of Holdings and its Subsidiaries on a consolidated basis taken as a whole exceeds their Liabilities, (c) Holdings and its Subsidiaries on a consolidated
basis taken as a whole after consummation of the Transactions is a going concern and has sufficient capital to reasonably ensure that it will continue to be a going concern for the period from the date hereof through the Latest Maturity Date taking
into account the nature of, and the needs and anticipated needs for capital of, the particular business or businesses conducted or to be conducted by Holdings and its Subsidiaries on a consolidated basis as reflected in the projected financial
statements and in light of the anticipated credit capacity and (d) for the period from the date hereof through the Latest Maturity Date, Holdings and its Subsidiaries on a consolidated basis taken as a whole will have sufficient assets and cash
flow to pay their Liabilities as those liabilities mature or (in the case of contingent Liabilities) otherwise become payable, in light of business conducted or anticipated to be conducted by Holdings and its Subsidiaries as reflected in the
projected financial statements and in light of the anticipated credit capacity. 
 “SONIA” means, with respect to any
Business Day, a rate per annum equal to the Sterling Overnight Index Average for such Business Day. 
 “SONIA
Administrator” means the Bank of England (or any successor administrator of the Sterling Overnight Index Average). 

“SONIA Administrator’s Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk,
or any successor source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time. 

“SONIA Borrowing” means, as to any Borrowing, the SONIA Loans comprising such Borrowing. 

  
 60 













 “SONIA Loan” means a Loan that bears interest at a rate based on Daily
Simple SONIA. 
 “SONIA Rate Day” has the meaning specified in the definition of “Daily Simple SONIA”. 

“Special Purpose Entity” means a direct or indirect subsidiary of Holdings, whose organizational documents contain
restrictions on its purpose and activities and impose requirements intended to preserve its separateness from Holdings and/or one or more Subsidiaries of Holdings. 

“Specified Acquisition Agreement Representations” means such of the representations made by, or with respect to, the Acquired
Business in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or any of its affiliates) has the right (taking into account any applicable cure provisions) to terminate its
obligations under the Acquisition Agreement or decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of such representations in the Acquisition Agreement. 

“Specified Discount” has the meaning assigned to such term in Section 2.09(a)(ii)(B)(1). 

“Specified Discount Prepayment Amount” has the meaning assigned to such term in Section 2.09(a)(ii)(B)(1). 

“Specified Discount Prepayment Notice” means an irrevocable written notice of a Borrower Offer of Specified Discount
Prepayment made pursuant to Section 2.09(a)(ii)(B) substantially in the form of Exhibit I. 
 “Specified Discount
Prepayment Response” means the irrevocable written response by each Lender, substantially in the form of Exhibit J, to a Specified Discount Prepayment Notice. 

“Specified Discount Prepayment Response Date” has the meaning assigned to such term in Section 2.09(a)(ii)(B)(1). 

“Specified Discount Proration” has the meaning assigned to such term in Section 2.09(a)(ii)(B)(3). 

“Specified Representations” means the representations and warranties set forth in Section 3.01(a) and (b) (in each case,
with respect to Holdings, the Borrower and the Guarantors), Section 3.02 (with respect to the entering into, borrowing under, guaranteeing under, and performance of the Loan Documents and the granting of Liens in the Collateral),
Section 3.03(b)(i) (with respect to the entering into, borrowing under, guaranteeing under, and performance of the Loan Documents and the granting of Liens in the Collateral), Section 3.08, Section 3.14, Section 3.16,
Section 3.18(a), Section 3.18(b), Section 3.18(c) (with respect to the Patriot Act only) and Section 3.19 (subject to the proviso to Section 4.01(f)). Notwithstanding the foregoing, in no event shall the Specified
Representations (other than with respect to Section 3.14) include any representation or warranty with respect to any Insignificant Subsidiary of the Target. 

“Specified Transaction” means, with respect to any period, any Investment, Disposition, incurrence or repayment of
Indebtedness, Restricted Payment, subsidiary designation or other event that by the terms of the Loan Documents requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a
“Pro Forma Basis.” 

  
 61 













 “Sponsor” means each of (a) BC Partners, Inc. and its Affiliates
(including the funds, partnerships or other co-investment vehicles managed, advised or controlled thereby, and any investors in such funds (including committed investors in BC European Capital X, L.P.),
partnerships or other co-investments vehicles as of the Effective Date, but other than, in each case, Holdings and its Subsidiaries or any portfolio company, and (b) Medina Capital Advisors, LLC and its
Affiliates (including the funds, partnerships or other co-investment vehicles managed, advised or controlled thereby but other than, in each case, Holdings and its Subsidiaries or any portfolio company). 

“Spot Rate” means on any day with respect to any currency other than Dollars, including any Alternative Currency, the rate at
which such currency may be exchanged into Dollars (at the bid price), as set forth at approximately 11:00 a.m., London time, on such day as determined by OANDA Corporation (and available at http://www.oanda.com/) for such currency; in the
event that such rate is not determined by OANDA Corporation, the Spot Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower,
or, in the absence of such agreement, such Spot Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then
being conducted, at or about 10:00 a.m., New York City time, on such date for the purchase of Dollars for delivery two Business Days later. 

“SPV” has the meaning assigned to such term in Section 9.04(e). 

“Starter Basket” has the meaning assigned to such term in the definition of “Available Amount.” 

“Standby Letter of Credit” means any Letter of Credit other than a Commercial Letter of Credit. 

“Statutory Reserve Rate” means, with respect to any currency, a fraction (expressed as a decimal), the numerator of which is
the number one and the denominator of which is the number one minus the aggregate of the maximum reserve, liquid asset or similar percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by
any Governmental Authority of the United States or of the jurisdiction of such currency or any jurisdiction in which Loans in such currency are made to which banks in such jurisdiction are subject for any category of deposits or liabilities
customarily used to fund loans in such currency or by reference to which interest rates applicable to Loans in such currency are determined. Such reserve, liquid asset or similar percentages shall include those imposed pursuant to Regulation D of
the Board of Governors, and if any Lender is required to comply with the requirements of The Bank of England and/or the Prudential Regulation Authority (or any authority that replaces any of the functions thereof) or the requirements of the European
Central Bank. Eurocurrency Loans shall be deemed to be subject to such reserve, liquid asset or similar requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under
Regulation D or any other applicable law, rule or regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. 

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

“Submitted Amount” has the meaning assigned to such term in Section 2.09(a)(ii)(C)(1). 

“Submitted Discount” has the meaning assigned to such term in Section 2.09(a)(ii)(C)(1). 

“Subordinated Indebtedness” means any Junior Financing under clause (a) of the definition thereof. 

  
 62 













 “subsidiary” means, with respect to any Person (the
“parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements
if such financial statements were prepared in accordance with GAAP, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. 

“Subsidiary” means any subsidiary of the Borrower. 

“Subsidiary Loan Party” means each Subsidiary that is a party to the Guarantee Agreement. 

“Successor Borrower” has the meaning assigned to such term in Section 6.03(a)(iv). 

“Successor Holdings” has the meaning assigned to such term in Section 6.03(a)(v). 

“Swap” means any agreement, contract, or transaction that constitutes a “swap” within the meaning of section 1a(47)
of the Commodity Exchange Act. 
 “Swap Agreement” 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 Obligation” means, with respect to any Person, any obligation to pay or perform under any Swap. 

“Swingline Borrowing” means a request for Swingline Loans. 

“Swingline Exposure” means, with respect to any Revolving Lender, at any time, such Revolving Lender’s Pro Rata Share of
the Swingline Loans outstanding at such time. 
 “Swingline Lender” means Citibank, in its capacity as lender of Swingline
Loans hereunder, and its successors and assigns in such capacity. 
 “Swingline Loan” means a Swingline Loan made by the
Swingline Lender to the Borrower under Section 2.23(a). Swingline Loans shall be available in Dollars. 
 “Swingline
Sublimit” means an amount equal to the lesser of (a) $25,000,000, and (b) the Total Revolving Commitments under the applicable Facility. The Swingline Sublimit is part of, and not in addition to, the Revolving Commitments. 

  
 63 













 “Syndication Agent” means JPMorgan Chase Bank, N.A. 

“Target” means Savvis, Inc., a Delaware corporation. 

“Target Subsidiaries” means the Subsidiaries of the Target, after giving effect to certain internal restructuring
transactions to be conducted by Seller after the date of the Acquisition Agreement and prior to the Effective Date as contemplated by the Acquisition Agreement. 

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by
any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 
 “Term Commitment”
means, with respect to each Term Lender, its Initial Term Commitment, Incremental Term Commitment and/or Other Term Commitment. 

“Term Facility” means each or any of the Initial Term Facility, each Incremental Term Facility, and any Other Term Facility.

 “Term Lenders” means initially the Persons listed on Schedule 2.01(b) and as of any date of determination from
and after the Effective Date, any other Person that shall have become a party hereto pursuant to an Assignment and Assumption in respect of any Term Loans, an Incremental Facility Amendment in respect of any Term Loans or a Refinancing Amendment in
respect of any Term Loans, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. 

“Term Loans” means the Initial Term Loans, any Incremental Term Loans and any Other Term Loans. 

“Term Maturity Date” means (a) with respect to the Initial Term Loans, the Initial Term Loan Maturity Date, with respect
to any Incremental Term Loans, the maturity date specified for such Incremental Term Loans in the applicable Incremental Facility Amendment and (c) with respect to any Other Term Loans, the maturity date specified for such Other Term Loans in
the applicable Refinancing Amendment. 
 “Test Period” means, at any date of determination, the most recently completed
four consecutive fiscal quarters of the Borrower ending on or prior to such date for which financial statements have been (or were required to have been) delivered pursuant to Section 5.01(a) or Section 5.01(b); provided that prior
to the first date financial statements have been delivered pursuant to Section 5.01(a) or Section 5.01(b), the Test Period in effect shall be the period of four consecutive fiscal quarters of the Borrower ended September 30, 2016.

 “Testing Condition” shall be satisfied on the last day of any fiscal quarter of Borrower if on such day the aggregate
outstanding principal amount of Revolving Loans (excluding undrawn amounts under any Letters of Credit) and/or Swingline Loans exceeds (or exceeded) 35% of the then outstanding Revolving Commitments in effect on such date. 

“Total Leverage Ratio” means, on any date, the ratio of (a) Consolidated Total Debt as of such date to
(b) Consolidated EBITDA for the Test Period as of such date. 
 “Total Revolving Commitments” means, with respect to
any Revolving Facility, the aggregate outstanding amount of Revolving Commitments for such Revolving Facility of all Revolving Lenders under such Revolving Facility. 

  
 64 













 “Transactions” means, collectively, (a) the Equity Financing,
(b) the Acquisition, (c) the availability of the Initial Revolving Commitments on the Effective Date, the funding of the Initial Term Loans on the Effective Date and the consummation of the other transactions contemplated by this
Agreement, (d) the funding of the term loans under the Second Lien Facility on the Effective Date, (e) the consummation of any other transactions in connection with the foregoing (including in connection with the Acquisition Documents) and
(f) the payment of the fees and expenses incurred in connection with any of the foregoing (including the Transaction Costs). 

“Transaction Costs” means any fees, costs or expenses incurred or paid by the Sponsor, any Parent Entity, Initial Holdings,
the Borrower or any Subsidiary in connection with the Transactions, this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby. 

“Transformative Acquisition” means any acquisition by the Borrower or any Restricted Subsidiary that is either (a) not
permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition, would not provide the Borrower and
its Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. 

“Type,” when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans
comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate, the Alternate Base Rate or Daily Simple SONIA. 

“UCC” or “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect from time to time in
the State of New York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Collateral Agent’s security interest in any item or portion of the Pledged
Collateral (as defined in the Collateral Agreement) is governed by the Uniform Commercial Code as in effect in a U.S. jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at
such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions. 

“Unrestricted Subsidiary” means any Subsidiary (other than the Borrower) designated by the Borrower as an Unrestricted
Subsidiary pursuant to Section 5.15 subsequent to the Effective Date. 
 “USA Patriot Act” means the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended from time to time. 

“Vehicles” means all railcars, cars, trucks, trailers, construction and earth moving equipment and other vehicles covered by
a certificate of title law of any state and all tires and other appurtenances to any of the foregoing. 
 “Weighted Average Life to
Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial
maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such
date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness. 

  
 65 













 “wholly-owned subsidiary” means, with respect to any Person at any date, a
subsidiary of such Person of which securities or other ownership interests representing 100% of the Equity Interests (other than (a) directors’ qualifying shares and (b) nominal shares issued to foreign nationals to the extent
required by applicable Requirements of Law) are, as of such date, owned, controlled or held by such Person or one or more wholly-owned subsidiaries of such Person or by such Person and one or more wholly-owned subsidiaries of such Person. 

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such
Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. 
 “Withholding Agent” shall
mean any Loan Party and the Administrative Agent. 
 “Write-Down and Conversion Powers” means, with respect to any EEA
Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and
conversion powers are described in the EU Bail-In Legislation Schedule. 
 SECTION 1.02
Classification of Loans and Borrowings. For purposes of this Agreement, Loans and Borrowings may be classified and referred to by Class (e.g., a “Term Loan”) or by Type (e.g., a “Eurocurrency Loan”) or by Class and
Type (e.g., a “Eurocurrency Term Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., a “Eurocurrency Borrowing”) or by Class and Type (e.g., a
“Eurocurrency Term Borrowing”). 
 SECTION 1.03 Terms Generally. 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, (a) any
definition of or reference to any agreement (including this Agreement and the other Loan Documents), instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended,
amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s
successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (c) the words
“herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) 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. 

SECTION 1.04 Accounting Terms; GAAP. 

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

(b) Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test contained in this Agreement, the
Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio and the Interest Coverage Ratio shall be calculated on a Pro Forma Basis to give effect to all Specified Transactions that have been made during the applicable period of
measurement or subsequent to such period and prior to or simultaneously with the event for which the calculation is made. 

  
 66 













 (c) Where reference is made to “the Borrower and the Restricted Subsidiaries on a
consolidated basis” or similar language, such consolidation shall not include any Subsidiaries of the Borrower other than the Restricted Subsidiaries. 

(d) In the event that the Borrower elects to prepare its financial statements in accordance with IFRS and such election results in a change in
the method of calculation of financial covenants, standards or terms (collectively, the “Accounting Changes”) in this Agreement, the Borrower and the Administrative Agent agree to enter into good faith negotiations in order to amend
such provisions of this Agreement (including the levels applicable herein to any computation of the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio and the Interest Coverage Ratio) so as to reflect equitably the
Accounting Changes with the desired result that the criteria for evaluating the Borrower’s financial condition shall be substantially the same after such change as if such change had not been made. Until such time as such an amendment shall
have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed in accordance with GAAP (as determined
in good faith by a Responsible Officer of the Borrower) (it being agreed that the reconciliation between GAAP and IFRS used in such determination shall be made available to Lenders) as if such change had not occurred. 

SECTION 1.05 Effectuation of Transactions. All references herein to Holdings, the Borrower and their subsidiaries shall be deemed
to be references to such Persons, and all the representations and warranties of Holdings, any Intermediate Parents, the Borrower and the other Loan Parties contained in this Agreement and the other Loan Documents shall be deemed made, in each case,
after giving effect to the Acquisition and the other Transactions to occur on the Effective Date, unless the context otherwise requires. 

SECTION 1.06 Currency Translation; Rates. 

(a) For purposes of any determination under Article V, Article VI or Article VII or any determination under any other provision of this
Agreement, all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at the Spot Rate (rounded to the nearest currency unit, with 0.5 or more of a currency unit
being rounded upward); provided, however, that for purposes of determining compliance with Article VI with respect to the amount of any Indebtedness, Investment, Disposition, Restricted Payment or Restricted Debt Payment in a currency other
than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred or Disposition, Restricted Payment or Restricted
Debt Payment is made; provided further, that, for the avoidance of doubt, the foregoing provisions of this Section 1.06 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment
may be incurred or Disposition, Restricted Payment or Restricted Debt Payment made at any time under such Sections. For purposes of any determination of Consolidated Total Debt, amounts in currencies other than Dollars shall be translated into
Dollars at the currency exchange rates used in preparing the most recently delivered financial statements pursuant to Section 5.01(a) or Section 5.01(b); provided, that the determination of any Dollar Amount shall be made in
accordance with Section 2.25. Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Borrower’s consent (such consent not to be
unreasonably withheld) to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency. 

  
 67 













 (b) The Administrative Agent does not warrant, nor accept responsibility, nor shall the
Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “LIBO Rate” or with respect to any comparable or successor rate thereto, except as
expressly provided herein. 
 SECTION 1.07 Letters of Credit. Unless otherwise specified herein, the Dollar Amount of a Letter
of Credit at any time shall be deemed to be the amount of the stated Dollar Amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer
Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the amount of the maximum stated amount of such Letter of Credit after giving effect to
all such increases, whether or not such maximum stated amount is in effect at such time. 
 SECTION 1.08 Limited Condition
Acquisitions. In connection with any action being taken solely in connection with a Limited Condition Acquisition, for purposes of: 

(i) determining compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage
Ratio, Secured Leverage Ratio, Total Leverage Ratio or the Interest Coverage Ratio; 
 (ii) determining compliance with
representations, warranties, defaults or Events of Default (in each case, other than for purposes of Section 4.02 in connection with any Borrowing of Revolving Loans or Swingline Loans or the issuance of Letter of Credit); and 

(iii) testing availability under baskets set forth in this agreement (including baskets measured as a percentage of
Consolidated EBITDA or Consolidated Total Assets); 
 in each case, at the option of the Borrower (the Borrower’s election to exercise such option in
connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition
Acquisition are entered into (the “LCA Test Date”) (provided that the Borrower shall be required to make an LCA Election on or prior to the date on which the definitive agreements for such Limited Condition Acquisition have
been entered into), and if, after giving Pro Forma Effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if
they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date (after giving effect to any increases or decrease in Indebtedness of the Borrower and Restricted Subsidiaries since such date), the Borrower could
have taken such action on the relevant LCA Test Date in compliance with such ratio, representation, warranty, default, Events of Default or basket, such ratio, representation, warranty, default, Event of Default or basket shall be deemed to have
been complied with for the purposes of such Limited Condition Acquisition. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date
are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the
consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection
with any subsequent calculation of any ratios, representations, warranties, defaults, Events of Default or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance,
lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the 

  
 68 













 
designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date
that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratios, representations, warranties, defaults, Events of Default or baskets shall be
calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated. 

ARTICLE II 
 THE CREDITS 

SECTION 2.01 Commitments. 

(a) Subject to the terms and conditions set forth herein, each Revolving Lender agrees, severally and not jointly, to make Revolving Loans
denominated in Dollars or in one or more Alternative Currencies under any Revolving Facility to the Borrower under such Revolving Facility from time to time during the Availability Period in an aggregate principal amount that will not result in
(i) such Revolving Lender’s Revolving Exposure exceeding such Revolving Lender’s Revolving Commitment for such Revolving Facility at such time or (ii) the total Revolving Exposures exceeding the aggregate Revolving Commitments
for such Facility at such time. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow Revolving Loans. 

(b) Subject to the terms and conditions set forth herein, each Term Lender agrees to make a Term Loan denominated in Dollars to the Borrower on
the Effective Date in a principal amount not exceeding its Initial Term Commitment. Amounts repaid or prepaid in respect of Loans may not be reborrowed. 

SECTION 2.02 Loans and Borrowings. 

(a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Facility, Class and Type
made by the Lenders ratably in accordance with their respective Commitments of the applicable Facility and Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder,
provided that the Commitments of the Lenders are several and, other than as expressly provided herein with respect to a Defaulting Lender, no Lender shall be responsible for any other Lender’s failure to make Loans as required hereby.

 (b) Subject to Section 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurocurrency Loans or SONIA Loans as the
Borrower may request in accordance herewith; provided that all Borrowings made on the Effective Date must be made as ABR Borrowings unless the Borrower shall have given the notice required for a Eurocurrency Borrowing under Section 2.03 and
provided an indemnity letter extending the benefits of Section 2.14 to Lenders in respect of such Borrowings. Revolving Loans denominated in (i) Dollars may be ABR Loans or Eurocurrency Loans, (ii) any Alternative Currency (other than
Sterling) shall be Eurocurrency Loans and (iii) Sterling shall be SONIA Loans. 
 (c) At the commencement of each Interest Period for
any Eurocurrency Borrowing or SONIA Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum; provided that a Eurocurrency Borrowing that results
from a continuation of an outstanding Eurocurrency Borrowing may be in an aggregate amount that is equal to such outstanding Borrowing. ABR Borrowings may be in any amount. Each Swingline Loan shall be in an amount that is an integral multiple of
$100,000 and not less than $500,000. Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of 15 Eurocurrency Borrowings outstanding under a Facility at the same
time. 

  
 69 













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

SECTION 2.03 Requests for Borrowings. 

(a) To request a Borrowing, the Borrower shall notify the Administrative Agent of such request in writing (1) (x) in the case of a Eurocurrency
Borrowing denominated in Dollars, not later than 3:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing, (y) in the case of a Eurocurrency Borrowing denominated in any Alternative Currency or a SONIA Loan,
not later than 12:00 p.m., New York City time (or 3:00 p.m., New York City time, in the case of Borrowings denominated in Canadian Dollars) four Business Days before the date of the proposed Borrowing and (z) in the case of any Eurocurrency
Borrowing to be made on the Effective Date, such shorter period of time as may be agreed to by the Administrative Agent or (2) in the case of an ABR Borrowing, not later than 12:00 p.m., New York City time, on the date of the proposed
Borrowing. Each such Borrowing Request shall be irrevocable and shall be delivered by hand delivery, facsimile or other electronic transmission to the Administrative Agent and shall be signed by the Borrower. Each such Borrowing Request shall
specify the following information: 
 (i) the Facility, Class and Type of Loans to be borrowed or to which existing
Loans are to be converted; 
 (ii) the aggregate amount of such Borrowing; 

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

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

(v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period
contemplated by the definition of the term “Interest Period”; 
 (vi) the location and number of the
Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.04; and 

(vii) in the case of a Revolving Borrowing, the currency in which such Borrowing is to be denominated. 

If no election as to the Type of Borrowing is specified as to (i) any Borrowing denominated in Dollars, then the requested Borrowing shall be an ABR
Borrowing, (ii) any Borrowing denominated in Sterling, then the requested Borrowing shall be a SONIA Borrowing, or (iii) any Borrowing denominated in an Alternative Currency, then the requested Borrowing shall be a Eurocurrency Borrowing.
If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no currency is specified with respect to any requested
Eurocurrency Borrowing, then the Borrower shall be deemed to have requested that the Borrowing be denominated in Dollars. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each
Lender of the applicable Facility and Class of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. 

  
 70 













 Notwithstanding the foregoing, a Borrowing Request with respect to the funding of any
Revolving Loans or Term Loans on the Effective Date (i) may be made not later than one (1) Business Day prior to the Effective Date, (ii) may be conditioned upon the consummation of the Transactions on the Effective Date (and may be
revoked if such condition is not satisfied) and (iii) shall not include any representation or statement as to the absence (or existence) of any default or event of default. 

SECTION 2.04 Funding of Borrowings. 

(a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds in
Dollars or the applicable Alternative Currency by 2:00 p.m., New York City time in the case of Loans denominated in Dollars or Canadian Dollars, or 10:00 a.m., New York City time in the case of any Borrowing denominated in any Alternative Currency
(other than Canadian Dollars) to the Applicable Account of the Administrative Agent most-recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made pursuant to Section 2.23. The
Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower designated by the Borrower in the applicable Borrowing Request. 

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date (and, with respect to any ABR Loan,
time) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance
with paragraph (a) of this Section and may, in reliance on such assumption and in its sole discretion, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the Borrowing available
to the Administrative Agent, then the applicable Lender agrees to pay to the Administrative Agent an amount equal to such share on demand of the Administrative Agent. If such Lender does not pay such corresponding amount forthwith upon demand of the
Administrative Agent therefor, the Administrative Agent shall promptly notify the Borrower, and the Borrower agrees to pay such corresponding amount to the Administrative Agent forthwith on demand. The Administrative Agent shall also be entitled to
recover from such Lender or the Borrower interest on such corresponding amount, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in
the case of such Lender, the greater of the Overnight Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, the rate reasonably determined by the Administrative Agent to be its
cost of funding such amount, or (ii) in the case of the Borrower, the interest rate applicable to such Borrowing in accordance with Section 2.11. If such Lender pays such amount to the Administrative Agent, then such amount shall
constitute such Lender’s Loan included in such Borrowing. Each Lender agrees, by becoming party to this agreement, that if such Lender should become a non-funding Lender as contemplated by this
Section 2.04(b) and the Administrative Agent recovers any such unfunded principal and interest from the Borrower, the Borrower shall have a claim against such non-funding Lender for all principal and
interest paid to Administrative Agent in respect of such non-funded Loan as well as for any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to
the extent permitted by applicable laws) suffered by the Borrower that are caused by such non-Funding Lender’s failure to fund its Loan when due. 

  
 71 













 (c) Obligations of the Lenders hereunder to make Loans, to fund participations in Letters of
Credit and Swingline Loans and to make payments pursuant to Section 9.03(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 9.03(c) on any date
required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and, other than as expressly provided herein with respect to a Defaulting Lender, 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 9.03(c). 
 SECTION 2.05
Interest Elections. 
 (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request or designated
by Section 2.03 and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Borrowing Request or designated by Section 2.03. Thereafter, the Borrower may elect to convert such Borrowing to a
different Type or to continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section; provided that, notwithstanding anything to the contrary herein, no Loan
may be converted into or continued as a Loan denominated in a different currency but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. The Borrower may elect different options with respect to
different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate
Borrowing. This Section 2.05 shall not apply to Swingline Loans, which may not be converted or continued. 
 (b) To make an election
pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type
resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and confirmed promptly to the Administrative Agent by hand delivery, facsimile or other electronic transmission
to the Administrative Agent in the form of a written Interest Election Request signed by the Borrower. 
 (c) Each Interest Election Request
shall specify the following information in compliance with Section 2.03: 
 (i) the Borrowing to which such Interest
Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses
(iii) and (iv) below shall be specified for each resulting Borrowing); 
 (ii) the effective date of the election made
pursuant to such Interest Election Request, which shall be a Business Day; 
 (iii) whether the resulting Borrowing is to be
an ABR Borrowing or a Eurocurrency Borrowing; and 
 (iv) if the resulting Borrowing is to be a Eurocurrency Borrowing, the
Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.” 

If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month’s duration. 

  
 72 













 (d) Promptly following receipt of an Interest Election Request in accordance with this
Section, the Administrative Agent shall advise each Lender of the applicable Class of the details thereof and of such Lender’s portion of each resulting Borrowing. 

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing denominated in Dollars prior
to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. If the Borrower fails to deliver a timely
Interest Election Request with respect to a Eurocurrency Borrowing denominated in an Alternative Currency prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such
Interest Period such Borrowing, shall be continued as a Eurocurrency Borrowing of one month. If the Borrower fails to deliver a timely Interest Election Request with respect to a SONIA Borrowing prior to the Interest Payment Date therefor, then,
unless such Borrowing is repaid as provided herein, such SONIA Borrowing shall be continued as a SONIA Borrowing bearing interest at a rate based upon the applicable Daily Simple SONIA as of such Interest Payment
Date.    Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an
Event of Default is continuing, (x) with respect to Loans denominated in Dollars, (i) no outstanding Borrowing under any Facility may be converted to or continued as a Eurocurrency Borrowing and (ii) unless repaid, each Eurocurrency
Borrowing of Loans shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto or (y) with respect to a Revolving Loan denominated in an Alternative Currency, (i) no outstanding Revolving Borrowing under any
Revolving Facility may be converted to or continued as a Eurocurrency Borrowing with an Interest Period of greater than one month and (ii) unless repaid, (A) each Eurocurrency Borrowing of Revolving Loans shall be continued as a
Eurocurrency Borrowing with an Interest Period of one month at the end of the Interest Period applicable thereto and (B) each SONIA Borrowing shall automatically be converted to an ABR Borrowing denominated in Dollars (in an amount equal to the
Dollar Equivalent of the applicable Alternative Currency, if applicable) immediately. 
 SECTION 2.06 Termination and Reduction of
Commitments. 
 (a) Revolving Commitments. Upon the prior written notice to the Administrative Agent (which notice the
Administrative Agent shall promptly transmit to each of the Revolving Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Revolving Commitments of any Class, as determined by
the Borrower, in whole or in part; provided that: 
 (i) any such termination or reduction shall apply proportionately
and permanently to reduce the Revolving Commitments of each of the Revolving Lenders of such Class, except that, notwithstanding the foregoing, the Borrower may allocate any termination or reduction of Revolving Commitments among Classes of
Revolving Commitments at its direction, 
 (ii) any partial reduction pursuant to this Section 2.06(a) shall be in an
aggregate amount of at least $1,000,000 or any whole multiple of $1,000,000 in excess thereof, 
 (iii) after giving effect
to such termination or reduction and to any prepayments of Revolving Loans or cancellation or cash collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate Dollar Amount of the Revolving
Lenders’ Revolving Exposure for such Class shall not exceed the Total Revolving Commitments for such Class, and 

  
 73 













 (iv) if, after giving effect to any reduction of the Revolving Commitments,
the LC Sublimit or the Swingline Sublimit with respect to the applicable Revolving Facility exceeds the amount of Total Revolving Commitments thereunder, such sublimit shall be automatically reduced by the amount of such excess. 

Except as provided above, the amount of any such Revolving Commitment reduction shall not be applied to the LC Sublimit or the Swingline Sublimit unless
otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Revolving Commitments if such termination would have resulted from a refinancing of all of the applicable
Revolving Facility, which refinancing is not consummated or is otherwise delayed. Unless previously terminated, all Revolving Commitments of a Class shall terminate on the Maturity Date applicable to such Class. 

(b) Term Commitments. 

(i) Unless previously terminated, the Initial Term Commitments shall terminate upon the earlier of (i) 5:00 p.m., New York City
time, on the Effective Date and (ii) 11:59 p.m., New York City time, on August 8, 2017. 
 (ii) The Borrower may at any
time terminate, or from time to time reduce, the Term Commitments of any Class; provided that each reduction of the Term Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than
$1,000,000. 
 (iii) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Term
Commitments under paragraph (ii) of this Section at least one Business Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the
Administrative Agent shall advise the Term Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable. Any termination or reduction of the Term Commitments of any
Class shall be permanent. Each reduction of the Term Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Term Commitments of such Class. 

SECTION 2.07 Repayment of Loans; Evidence of Debt. 

(a) Revolving Loans. 

(i) The Borrower hereby unconditionally promises to pay (A) to the Administrative Agent for the account of each Revolving
Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date, and (B) to the Swingline Lender the then unpaid principal amount of such Swingline Loan of such Swingline Lender on the Maturity Date; provided that on
each date that a Revolving Loan is made while any Swingline Loan is outstanding under the same Facility, the Borrower shall repay all such Swingline Loans with the proceeds of such Revolving Loan then outstanding under such Facility. 

(ii) If for any reason the aggregate Revolving Exposure under any Facility at any time exceeds the aggregate Revolving
Commitments under that Facility (including after giving effect to any determination of the Dollar Amount of each Revolving Loan denominated in an Alternative Currency pursuant to Section 2.25), the Borrower shall, within five Business Days,
prepay Revolving Loans and Swingline Loans and/or cash collateralize the LC Exposure under such Facility in an aggregate amount equal to such excess; provided that the Borrower shall not be required to cash collateralize the LC Exposure
pursuant to this Section 2.07(a)(ii) unless after the prepayment in full of the Revolving Loans and Swingline Loans under such Facility such aggregate Revolving Exposure exceeds the aggregate Revolving Commitments for such Facility then in
effect. 

  
 74 













 (b) Term Loans. The Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan of such Lender as provided in Section 2.08. 

(c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such
Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. 

(d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the
Class and Type thereof, the currency thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and
(iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. 

(e) The entries made in the accounts maintained pursuant to paragraphs (c) or (d) of this Section shall be prima facie
evidence of the existence and amounts of the obligations recorded therein, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the
Borrower to pay any amounts due hereunder in accordance with the terms of this Agreement. In the event of any inconsistency between the entries made pursuant to paragraphs (c) and (d) of this Section, the accounts maintained by the
Administrative Agent pursuant to paragraph (d) of this Section shall control. 
 (f) Any Lender may request through the Administrative
Agent that Loans of any Class made by it be evidenced by a promissory note. In such event, the Borrower shall execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its
registered assigns) and in a form provided by the Administrative Agent and approved by the Borrower. 
 SECTION 2.08 Amortization of
Term Loans. 
 (a) Subject to adjustment pursuant to paragraph (c) of this Section, the Borrower shall repay Term Loan Borrowings on
the dates and in the amounts set forth on Annex I, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment; provided that if any such date is not a Business Day, such
payment shall be due on the next preceding Business Day. 
 (b) To the extent not previously paid, all Term Loans shall be due and payable on
the Term Maturity Date applicable to such Term Loans, or, if such date is not a Business Day, on the next preceding Business Day. 
 (c) Any
prepayment of a Borrowing of any Class of Term Loans (i) pursuant to Section 2.09(a)(i) shall be applied to reduce the subsequent scheduled and outstanding repayments of the Borrowings of such Class of Term Loans to be made
pursuant to this Section as directed by the Borrower (and absent such direction in direct order of maturity) and (ii) pursuant to Section 2.09(b) or 2.09(c) shall be applied to reduce the subsequent scheduled and outstanding repayments of
the Borrowings of such Class of Term Loans to be made pursuant to this Section, or, except as otherwise provided in any Refinancing Amendment, pursuant to the corresponding section of such Refinancing Amendment, in direct order of maturity.


  
 75 













 (d) Prior to any repayment of any Borrowings of any Class of Term Loans hereunder, the
Borrower shall select the Borrowing or Borrowings of the applicable Class of Term Loans to be repaid and shall notify the Administrative Agent in writing (via hand delivery or facsimile) of such election not later than 3:00 p.m., New York City
time, two Business Day before the scheduled date of such repayment. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall make such designation in its reasonable discretion with a
view, but no obligation, to minimize breakage costs owing under Section 2.14. Each repayment of a Borrowing of Term Loans shall be applied ratably to the Term Loans included in the repaid Borrowing. Repayments of Borrowings of Term Loans shall
be accompanied by accrued interest on the amount repaid. 
 SECTION 2.09 Prepayment of Loans. 

(a) (i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to the
requirements of this Section; provided that (A) upon prior notice in accordance with paragraph (e) of this Section 2.09, the Borrower shall have the right at any time and from time to time to prepay any Revolving Borrowing in
whole or in part without premium or penalty (but subject to Section 2.14) and (B) in the event that, on or prior to the six-month anniversary of the Effective Date, the Borrower (i) makes any
prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which (in the good faith determination of the Borrower) is to decrease the Effective Yield on such Initial Term Loans or (ii) effects any
amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which (in the good faith determination of the Borrower) is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the
Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the aggregate principal amount of the Initial Term Loans being prepaid in connection with such
repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate principal amount of the Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective reduction in
Effective Yield pursuant to such Repricing Transaction. 
 (ii) Notwithstanding anything in any Loan Document to the
contrary, so long as no Default or Event of Default has occurred and is continuing, the Borrower may prepay the outstanding Term Loans on the following basis: 

(A) The Borrower shall have the right to make a voluntary prepayment of Loans at a discount to par (such prepayment, the
“Discounted Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers, in each case made in
accordance with this Section 2.09(a)(ii); provided that the Borrower shall not initiate any action under this Section 2.09(a)(ii) in order to make a Discounted Loan Prepayment unless (I) at least ten (10) Business Days
shall have passed since the consummation of the most recent Discounted Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date; or (II) at least three (3) Business Days shall
have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Loan and/or Other Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the
case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers. 

  
 76 













 (B) (1) Subject to the proviso to subsection (A) above, the
Borrower may from time to time offer to make a Discounted Loan Prepayment by providing the Auction Agent with three (3) Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (I) any such
offer shall be made available, at the sole discretion of the Borrower, to each Lender and/or each Lender with respect to any Class of Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount
offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Loans subject to such offer and the specific percentage discount to par (the “Specified
Discount”) of such Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Loans and, in such an event, each such offer
will be treated as a separate offer pursuant to the terms of this Section), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $10,000,000 and whole increments of $1,000,000 in excess thereof and
(IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each relevant Lender with a copy of such Specified Discount Prepayment Notice and a form of the
Specified Discount Prepayment Response to be completed and returned by each such Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York time, on the third Business Day after the date of delivery of such notice to the
relevant Lenders (the “Specified Discount Prepayment Response Date”). 
 (2) Each relevant Lender receiving
such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its relevant then outstanding Loans at the Specified Discount and, if so (such
accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the tranches of such Lender’s Loans to be prepaid at such offered discount. Each acceptance of a Discounted Loan Prepayment by a Discount Prepayment
Accepting Lender shall be irrevocable. Any Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower
Offer of Specified Discount Prepayment. 
 (3) If there is at least one Discount Prepayment Accepting Lender, the Borrower
will make prepayment of outstanding Loans pursuant to this paragraph (B) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and tranches of Loans specified in such Lender’s Specified Discount
Prepayment Response given pursuant to subsection (2); provided that, if the aggregate principal amount of Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such
prepayment shall be made pro-rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender
and the Auction Agent (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction
Agent shall promptly, and in any case within three (3) Business Days following the Specified Discount Prepayment Response Date, notify (I) the Borrower of the respective Lenders’ responses to such offer, the Discounted Prepayment
Effective Date and the aggregate principal amount of the Discounted Loan Prepayment and the tranches to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the tranches of Loans to be
prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of 

  
 77 













 the Specified Discount Proration, if any, and confirmation of the principal amount, tranche
and Type of Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower and Lenders shall be conclusive and binding for all
purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection
(J) below). 
 (C) (1) Subject to the proviso to subsection (A) above, the Borrower may from time to time
solicit Discount Range Prepayment Offers by providing the Auction Agent with three (3) Business Days’ notice in the form of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, at the
sole discretion of the Borrower, to each Lender and/or each Lender with respect to any Class of Loans on an individual tranche basis, (II) any such notice shall specify the maximum aggregate principal amount of the relevant Loans (the
“Discount Range Prepayment Amount”), the tranche or tranches of Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Loans with
respect to each relevant tranche of Loans willing to be prepaid by the Borrower (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be offered with respect to different tranches of Loans and, in such an
event, each such offer will be treated as a separate offer pursuant to the terms of this Section), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $10,000,000 and whole increments of $1,000,000 in excess
thereof and (IV) each such solicitation by the Borrower shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each relevant Lender with a copy of such Discount Range Prepayment
Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding relevant Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York time, on the third Business Day after the date of delivery of such
notice to the relevant Lenders (the “Discount Range Prepayment Response Date”). Each relevant Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the
“Submitted Discount”) at which such Lender is willing to allow prepayment of any or all of its then outstanding Loans of the applicable tranche or tranches and the maximum aggregate principal amount and tranches of such
Lender’s Loans (the “Submitted Amount”) such Lender is willing to have prepaid at the Submitted Discount. Any Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment
Response Date shall be deemed to have declined to accept a Discounted Loan Prepayment of any of its Loans at any discount to their par value within the Discount Range. 

(2) The Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range
Prepayment Response Date and shall determine (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the Applicable Discount and Loans to be prepaid at such Applicable
Discount in accordance with this subsection (C). The Borrower agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by Auction Agent by the Discount Range Prepayment Response Date, in the order
from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted
Discount that is the smallest discount to par within the Discount Range being referred to as the “Applicable Discount”) which yields a Discounted Loan Prepayment in an aggregate principal amount equal to the lower of (I) the
Discount 

  
 78 













 
Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger
than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Loans equal to its Submitted Amount (subject to any required proration pursuant to the following subsection (3)) at the Applicable Discount (each
such Lender, a “Participating Lender”). 
 (3) If there is at least one Participating Lender, the Borrower
will prepay the respective outstanding Loans of each Participating Lender in the aggregate principal amount and of the tranches specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount; provided that if the
Submitted Amount by all Participating Lenders offered at a discount to par greater than the Applicable Discount exceeds the Discounted Range Prepayment Amount, prepayment of the principal amount of the relevant Loans for those Participating Lenders
whose Submitted Discount is a discount to par greater than or equal to the Applicable Discount (the “Identified Participating Lenders”) shall be made pro-rata among the Identified
Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender and the Auction Agent (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its sole reasonable
discretion) will calculate such proration (the “Discount Range Proration”). The Auction Agent shall promptly, and in any case within five (5) Business Days following the Discount Range Prepayment Response Date, notify
(I) the Borrower of the respective Lenders’ responses to such solicitation, the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount of the Discounted Loan Prepayment and the tranches to be
prepaid, (II) each Lender of the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount and tranches of Loans to be prepaid at the Applicable Discount on such date, (III) each Participating Lender
of the aggregate principal amount and tranches of such Lender to be prepaid at the Applicable Discount on such date, and (z) if applicable, each Identified Participating Lender of the Discount Range Proration. Each determination by the Auction
Agent of the amounts stated in the foregoing notices to the Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by the
Borrower on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (J) below). 

(D) (1) Subject to the proviso to subsection (A) above, the Borrower may from time to time solicit Solicited
Discounted Prepayment Offers by providing the Auction Agent with three (3) Business Days’ notice in the form of a Solicited Discounted Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole
discretion of the Borrower, to each Lender and/or each Lender with respect to any Class of Loans on an individual tranche basis, (II) any such notice shall specify the maximum aggregate dollar amount of the Loans (the “Solicited
Discounted Prepayment Amount”) and the tranche or tranches of Loans the Borrower is willing to prepay at a discount (it being understood that different Solicited Discount Prepayment Amounts may be offered with respect to different tranches
of Loans and, in such an event, each such offer will be treated as a separate offer pursuant to the terms of this Section), (III) the Solicited Discounted Prepayment Amount shall be in an aggregate amount not less than $10,000,000 and whole
increments of $1,000,000 in excess thereof and (IV) each such solicitation by the Borrower shall remain outstanding through the Solicited Discounted Prepayment Response Date. The Auction Agent will promptly provide each relevant Lender with a
copy of such Solicited Discounted Prepayment Notice and a form of the Solicited Discounted Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00


  
 79 













 
p.m., New York time on the third Business Day after the date of delivery of such notice to the relevant Lenders (the “Solicited Discounted Prepayment Response Date”). Each
Lender’s Solicited Discounted Prepayment Offer shall (x) be irrevocable, (y) remain outstanding until the Acceptance Date, and (z) specify both a discount to par (the “Offered Discount”) at which such Lender is
willing to allow prepayment of its then outstanding Loan and the maximum aggregate principal amount and tranches of such Loans (the “Offered Amount”) such Lender is willing to have prepaid at the Offered Discount. Any Lender whose
Solicited Discounted Prepayment Offer is not received by the Auction Agent by the Solicited Discounted Prepayment Response Date shall be deemed to have declined prepayment of any of its Loans at any discount. 

(2) The Auction Agent shall promptly provide the Borrower with a copy of all Solicited Discounted Prepayment Offers received on
or before the Solicited Discounted Prepayment Response Date. The Borrower shall review all such Solicited Discounted Prepayment Offers and select the largest of the Offered Discounts specified by the relevant responding Lenders in the Solicited
Discounted Prepayment Offers that is acceptable to the Borrower (the “Acceptable Discount”), if any. If the Borrower elects to accept any Offered Discount as the Acceptable Discount, then as soon as practicable after the
determination of the Acceptable Discount, but in no event later than by the third Business Day after the date of receipt by the Borrower from the Auction Agent of a copy of all Solicited Discounted Prepayment Offers pursuant to the first sentence of
this subsection (2) (the “Acceptance Date”), the Borrower shall submit an Acceptance and Prepayment Notice to the Auction Agent setting forth the Acceptable Discount. If the Auction Agent shall fail to receive an Acceptance and
Prepayment Notice from the Borrower by the Acceptance Date, the Borrower shall be deemed to have rejected all Solicited Discounted Prepayment Offers. 

(3) Based upon the Acceptable Discount and the Solicited Discounted Prepayment Offers received by Auction Agent by the
Solicited Discounted Prepayment Response Date, within three (3) Business Days after receipt of an Acceptance and Prepayment Notice (the “Discounted Prepayment Determination Date”), the Auction Agent will determine (in
consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the aggregate principal amount and the tranches of Loans (the “Acceptable Prepayment Amount”) to be
prepaid by the Borrower at the Acceptable Discount in accordance with this Section 2.09(a)(ii)(D)). If the Borrower elects to accept any Acceptable Discount, then the Borrower agrees to accept all Solicited Discounted Prepayment Offers received
by Auction Agent by the Solicited Discounted Prepayment Response Date, in the order from largest Offered Discount to smallest Offered Discount, up to and including the Acceptable Discount. Each Lender that has submitted a Solicited Discounted
Prepayment Offer with an Offered Discount that is greater than or equal to the Acceptable Discount shall be deemed to have irrevocably consented to prepayment of Loans equal to its Offered Amount (subject to any required pro-rata reduction pursuant to the following sentence) at the Acceptable Discount (each such Lender, a “Qualifying Lender”). The Borrower will prepay outstanding Loans pursuant to this subsection
(D) to each Qualifying Lender in the aggregate principal amount and of the tranches specified in such Lender’s Solicited Discounted Prepayment Offer at the Acceptable Discount; provided that if the aggregate Offered Amount by all
Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount exceeds the Solicited Discounted Prepayment Amount, prepayment of the principal amount of the Loans for those Qualifying Lenders whose Offered Discount is
greater than or equal to the Acceptable Discount (the “Identified Qualifying Lenders”) shall be made pro rata among 

  
 80 













 
the Identified Qualifying Lenders in accordance with the Offered Amount of each such Identified Qualifying Lender and the Auction Agent (in consultation with the Borrower and subject to rounding
requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “Solicited Discount Proration”). On or prior to the Discounted Prepayment Determination Date, the Auction Agent shall
promptly notify (I) the Borrower of the Discounted Prepayment Effective Date and Acceptable Prepayment Amount comprising the Discounted Loan Prepayment and the tranches to be prepaid, (II) each Lender of the Discounted Prepayment Effective
Date, the Acceptable Discount, and the Acceptable Prepayment Amount of all Loans and the tranches to be prepaid to be prepaid at the Applicable Discount on such date, (III) each Qualifying Lender of the aggregate principal amount and the
tranches of such Lender to be prepaid at the Acceptable Discount on such date, and (IV) if applicable, each Identified Qualifying Lender of the Solicited Discount Proration. Each determination by the Auction Agent of the amounts stated in the
foregoing notices to the Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment
Effective Date in accordance with subsection (F) below (subject to subsection (J) below). 
 (E) In connection with
any Discounted Loan Prepayment, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Discounted Loan Prepayment, the payment of customary fees and expenses from the Borrower in connection
therewith. 
 (F) If any Loan is prepaid in accordance with paragraphs (B) through (D) above, the Borrower shall prepay
such Loans on the Discounted Prepayment Effective Date. The Borrower shall make such prepayment to the Auction Agent, for the account of the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable, at the
Administrative Agent’s Office in immediately available funds not later than 11:00 a.m., New York City time, on the Discounted Prepayment Effective Date and all such prepayments shall be applied to the remaining principal installments of the
relevant tranche of Loans on a pro rata basis across such installments. The Loans so prepaid shall be accompanied by all accrued and unpaid interest on the par principal amount so prepaid up to, but not including, the Discounted Prepayment Effective
Date. Each prepayment of the outstanding Loans pursuant to this Section 2.09(a)(ii) shall be paid to the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable. The aggregate principal amount of the
tranches and installments of the relevant Loans outstanding shall be deemed reduced by the full par value of the aggregate principal amount of the tranches of Loans prepaid on the Discounted Prepayment Effective Date in any Discounted Loan
Prepayment. Notwithstanding anything to the contrary, Loans may not be prepaid in accordance with this Section 2.09(a)(ii) with the proceeds of any Revolving Loans. 

(G) To the extent not expressly provided for herein, each Discounted Loan Prepayment shall be consummated pursuant to
procedures consistent, with the provisions in this Section 2.09(a)(ii), established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower. 

(H) Notwithstanding anything in any Loan Document to the contrary, for purposes of this Section 2.09(a)(ii), each notice
or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon Auction Agent’s (or its delegate’s) actual receipt during normal business hours of such
notice or communication; provided that any notice or communication actually received outside of normal business hours shall be deemed to have been given as of the opening of business on the next Business Day. 

  
 81 













 (I) Each of the Borrower and the Lenders acknowledges and agrees that the
Auction Agent may perform any and all of its duties under this Section 2.09(a)(ii) by itself or through any Affiliate of the Auction Agent and expressly consents to any such delegation of duties by the Auction Agent to such Affiliate and the
performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any Discounted Loan Prepayment provided
for in this Section 2.09(a)(ii) as well as activities of the Auction Agent. 
 (J) The Borrower shall have the right, by
written notice to the Auction Agent, to revoke in full (but not in part) its offer to make a Discounted Loan Prepayment and rescind the applicable Specified Discount Prepayment Notice, Discount Range Prepayment Notice or Solicited Discounted
Prepayment Notice therefor at its discretion at any time on or prior to the applicable Specified Discount Prepayment Response Date (and if such offer is revoked pursuant to the preceding clauses, any failure by the Borrower to make any prepayment to
a Lender, as applicable, pursuant to this Section 2.09(a)(ii) shall not constitute a Default or Event of Default under Section 7.01 or otherwise). 

(b) In the event and on each occasion that any Net Proceeds are received by or on behalf of Holdings, any Intermediate Parents, the Borrower
or any of the Restricted Subsidiaries in respect of any Prepayment Event, the Borrower shall, within ten Business Days after such Net Proceeds are received (or, in the case of a Prepayment Event described in clause (b) of the definition of the
term “Prepayment Event,” on the date of such Prepayment Event), prepay Term Loans in an aggregate amount equal to the Disposition Percentage (or, in the case of a Prepayment Event described in clause (b) of the definition of
“Prepayment Event”, 100%) of the amount of such Net Proceeds; provided that, in the case of any event described in clause (a) of the definition of the term “Prepayment Event,” if the Borrower and the Restricted
Subsidiaries invest (or commit to invest) the Net Proceeds from such event (or a portion thereof) within 12 months after receipt of such Net Proceeds in assets useful in the business of the Borrower and the other Subsidiaries (including capital
expenditures and Permitted Acquisitions or similar Investments permitted under Section 6.04), then no prepayment shall be required pursuant to this paragraph in respect of such Net Proceeds in respect of such event (or the applicable portion of
such Net Proceeds, if applicable) except to the extent of any such Net Proceeds therefrom that have not been so invested (or committed to be invested) by the end of such 12-month period (or if committed to be
so invested within such 12-month period, have not been so invested within 18 months after receipt thereof), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not
been so invested (or committed to be invested); provided further, that the Borrower may use a portion of such Net Proceeds to prepay or repurchase any other Indebtedness that is secured by the Collateral on a pari passu basis with the
Borrowings to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceeds of such Prepayment
Event, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness and the denominator of which is the
aggregate outstanding principal amount of Term Loans and such other Indebtedness. 
 (c) Following the end of each fiscal year of the
Borrower, commencing with the fiscal year ending December 31, 2018, the Borrower shall prepay Term Loans in an aggregate amount equal to the ECF Percentage of Excess Cash Flow for such fiscal year; provided that, at the Borrower’s
option, such amount shall be reduced by the aggregate amount of prepayments of (i) Loans made pursuant to Section 

  
 82 













 
2.09(a) (provided that such reduction as a result of prepayments pursuant to clause (ii) thereof shall (x) be limited to the actual amount of such cash prepayment and
(y) only be applicable if the applicable prepayment offer was made to all Lenders) and (ii) other Consolidated First Lien Debt (provided that in the case of the prepayment of any revolving commitments, there is a corresponding
reduction in commitments) and/or any Indebtedness under the Second Lien Credit Agreement, in each case made during such fiscal year or after year-end and prior to the time such Excess Cash Flow prepayment is
due (without duplication of any such credit in any prior or subsequent fiscal year) and excluding, in each case, all such prepayments funded with the proceeds of other long-term Indebtedness or the issuance of Equity Interests) (with the First Lien
Net Leverage Ratio of the Borrower for purposes of determining the applicable ECF Percentage, recalculated to give pro forma effect to any cash pay down or reductions made after year end and prior to the time such Excess Cash Flow Payment is due).
Each prepayment pursuant to this paragraph shall be made on or before the date that is five Business Days after the date on which financial statements are required to be delivered pursuant to Section 5.01 with respect to the fiscal year for
which Excess Cash Flow is being calculated. 
 (d) Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall
select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (e) of this Section. In the event of any mandatory prepayment of Term Loans made at a time when more than
one Class of Term Loans remain outstanding, the Borrower shall select the Term Loans to be prepaid so that the aggregate amount of such prepayment is allocated between such Classes of Term Loans (and, to the extent provided in the Refinancing
Amendment for any Class of Other Loans, the Borrowings of such Class) pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class (except for any mandatory prepayments with the Net Proceeds of Credit Agreement
Refinancing Indebtedness for a particular Class and except to the extent that the Lenders of a particular Class have agreed to less than pro rata treatment); provided that any Lender (and, to the extent provided in the Refinancing
Amendment for any Class of Other Loans, any Lender that holds Other Loans of such Class) may elect, by notice to the Administrative Agent in writing (via hand delivery or facsimile) at least one Business Day prior to the prepayment date, to
decline all or any portion of any prepayment of its Loans or Other Loans of any such Class pursuant to this Section (other than an optional prepayment pursuant to paragraph (a)(i) of this Section or a mandatory prepayment as a result of the
Prepayment Event set forth in clause (b) of the definition thereof, which may not be declined), in which case the aggregate amount of the prepayment that would have been applied to prepay Loans or Other Loans of any such Class but was so
declined shall be applied (or offered to be applied) to make a mandatory prepayment of the Second Lien Facility to the extent required by the Second Lien Credit Agreement, and any amounts not required to be applied to the Second Lien Facility and/or
declined by the lenders under the Second Lien Facility may be retained by the Borrower and the Restricted Subsidiaries (such amounts, “Retained Declined Proceeds”). Optional prepayments of Borrowings shall be allocated among the
Classes of Borrowings as directed by the Borrower. In the absence of a designation by the Borrower as described in the preceding provisions of this paragraph of the Type of Borrowing of any Class, the Administrative Agent shall make such designation
in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.14. 
 (e) The Borrower
shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) in writing (via hand delivery, facsimile or other electronic communication) of any prepayment hereunder (i) in the case of
prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment and (ii) in the case of prepayment of a Eurocurrency Borrowing or SONIA Borrowing, not later than 11:00 a.m. (New York
City time in the case of Loans denominated in Dollars or Canadian Dollars, or London time in the case of any Borrowing denominated in any other Alternative Currency), three Business Days before the date of prepayment. Each such notice shall be
irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory 

  
 83 













 
prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, so long as the Administrative Agent is notified prior to the prepayment date, a notice of
optional prepayment may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition,
in which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice, the
Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type and currency as provided in
Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued
interest to the extent required by Section 2.11. At the Borrower’s election in connection with any prepayment pursuant to this Section 2.09, such prepayment shall not be applied to any Loan of a Defaulting Lender and shall be
allocated ratably among the relevant non-Defaulting Lenders. 
 (f) Notwithstanding any other
provisions of Section 2.09(b) or (c), (A) to the extent that any of or all the Net Proceeds of any Prepayment Event set forth in clause (a) of the definition thereof by a Foreign Subsidiary giving rise to a prepayment pursuant to
Section 2.09(b) (a “Foreign Prepayment Event”) or Excess Cash Flow are prohibited or delayed by any Requirement of Law from being repatriated to the Borrower, the portion of such Net Proceeds or Excess Cash Flow so affected
will not be required to be applied to repay Loans at the times provided in Section 2.09(b) or (c), as the case may be, and such amounts may be retained by the applicable Foreign Subsidiary so long as the applicable Requirement of Law will not
permit repatriation to the Borrower (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable Requirement of Law to permit such repatriation), and to the extent such
repatriation of any of such affected Net Proceeds or Excess Cash Flow becomes permitted under the applicable Requirement of Law, such repatriation will be promptly effected and such repatriated Net Proceeds or Excess Cash Flow will be promptly (and
in any event not later than three Business Days after such repatriation) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to Section 2.09(b) or (c), as applicable, and
(B) to the extent that and for so long as the Borrower has determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Prepayment Event or Excess Cash Flow would have a material adverse tax consequence (taking
into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Proceeds or Excess Cash Flow, the Net Proceeds or Excess Cash Flow so affected will not be required to be applied to
repay Loans at the times provided in Section 2.09(b) or (c), as the case may be, and such amounts may be retained by the applicable Foreign Subsidiary; provided that if the Borrower determines in good faith that repatriation of any of or
all the Net Proceeds of any Foreign Prepayment Event or Excess Cash Flow would no longer have a material adverse tax consequence (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with
respect to such Net Proceeds or Excess Cash Flow, such Net Proceeds or Excess Cash Flow shall be promptly (and in any event not later than three Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a
result thereof) to the repayment of the Loans pursuant to Section 2.09(b) or (c), as applicable. 
 SECTION 2.10 Fees. 

(a) Commitment Fee. The Borrower agrees to pay in Dollars to the Administrative Agent for the account of the Revolving Lenders (based on
their Pro Rata Share of the Revolving Exposure) a commitment fee, which shall accrue at the Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of the Revolving Lenders during the period from and including the


  
 84 













 
Effective Date to but excluding the date on which the Lenders’ Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears in accordance with clause (c) below.
All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of calculating the commitment fees only, no
portion of the Revolving Commitments shall be deemed utilized as a result of outstanding Swingline Loans. 
 (b) Letter of Credit
Fees. The Borrower agrees to pay in Dollars to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit issued for the account of the Borrower, which shall
accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency Rate Loans under the Revolving Facility on the daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) under the Revolving Facility, during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which
such Revolving Lender ceases to have any LC Exposure. In addition, the Borrower agrees to pay to each Issuing Bank, for its own account, a fronting fee, in respect of each Letter of Credit issued by such Issuing Bank to the Borrower for the period
from the date of issuance of such Letter of Credit through the expiration date of such Letter of Credit (or if terminated on an earlier date to the termination date of such Letter of Credit), computed at a rate equal to 0.125% per annum or such
other percentage per annum to be agreed upon between the Borrower and such Issuing Bank of the daily outstanding amount of such Letter of Credit, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or
extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of each calendar month of March, June, September and December shall be payable in accordance with
clause (c) below; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand.
All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed. 

(c) Subject to clause (d) below, all interest, commitment fees under Section 2.10(a) and participation and fronting fees under
Section 2.10(b), in each case payable hereunder, shall accrue through and including, and be due and payable in arrears on, the last day of each calendar month of March, June, September and December and, as applicable, on the date on which the
Revolving Commitments terminate (other than as set forth under the definition of “Interest Payment Date”). The Borrower hereby authorizes the Administrative Agent, from time to time without prior notice to the Borrower, to charge all such
amounts that are due and payable to the loan account of the Borrower (provided that such amounts shall not be charged to any loan account until (5) Business Days after the Administrative Agent has provided the Borrower with an invoice
for any such amount). Any such amounts payable hereunder that are charged to a loan account shall thereupon constitute Loans under the Revolving Facility and shall, (i) if denominated in Dollars, initially accrue interest at the rate then
applicable to Loans comprising ABR Borrowings (unless and until converted, if applicable, into Eurocurrency Borrowings in accordance with the terms of this Agreement), (ii) if denominated in an Alternative Currency (other than Sterling), initially
accrue interest at the rate then applicable to Loans comprising Eurocurrency Borrowings with an Interest Period of one month or (iii) if denominated in Sterling, initially accrue interest at the rate then applicable to SONIA Loans. 

(d) The Borrower shall pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so
specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and each applicable Agent). 

  
 85 













 (e) All fees payable hereunder shall be paid on the dates due, in immediately available
funds, to the Administrative Agent (or to the applicable Issuing Bank in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any
circumstances. 
 (f) Notwithstanding the foregoing, the Borrower shall not be obligated to pay any amounts to any Defaulting Lender
pursuant to this Section 2.10. 
 SECTION 2.11 Interest. 

(a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate. 

(b) The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus the Applicable Rate; provided that each Eurocurrency Borrowing on the Effective Date shall bear interest at 1.17% plus the Applicable Rate. The Loans comprising each SONIA Borrowing shall bear interest at Daily Simple SONIA plus the
Applicable Rate. 
 (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the
Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of
any Loan, 2.00% per annum plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other overdue amount, 2.00% per annum plus the rate applicable to Term Loans that are
ABR Loans as provided in paragraph (a) of this Section; provided that no amount shall be payable pursuant to this Section 2.11(c) to a Defaulting Lender so long as such Lender shall be a Defaulting Lender; provided further,
that no amounts shall accrue pursuant to this Section 2.11(c) on any overdue amount or other amount payable to a Defaulting Lender so long as such Lender shall be a Defaulting Lender. 

(d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, provided that
(i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on
the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such
conversion. 
 (e) All computations of interest for ABR Loans (including ABR Loans determined by reference to the Adjusted LIBO Rate) and
SONIA Loans 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 2.16, 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. 

  
 86 













 SECTION 2.12 Alternate Rate of Interest. 

(a) If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowing: 

(i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and
reasonable means do not exist for ascertaining Daily Simple SONIA or the Adjusted LIBO Rate for such Interest Period with respect to a Borrowing; or 

(ii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not
adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (in each case with respect to the Loans impacted by this clause (b) or clause (a) above,
“Impacted Loans”), 
 then, in the case of clause (a) or (b) above, the Administrative Agent shall give notice thereof (and, if
requested by the Borrower, reasonably acceptable evidence of such determination) to the Borrower and the Lenders by telephone, facsimile or other electronic communication as promptly as practicable thereafter. 

Upon receipt of such notice and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no
longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing or SONIA Borrowing, as applicable, shall be ineffective, (ii) all Borrowings
denominated in Dollars shall be made as an ABR Borrowing and the utilization of the LIBO Rate component in determining the Alternate Base Rate shall be suspended, and (iii) all Borrowings denominated in an Alternative Currency shall be made as
Loans bearing interest at an alternative rate mutually acceptable to the Borrower and the Revolving Lenders, provided, however, that if the Borrower and the applicable Revolving Lenders cannot agree within a reasonable time on an
alternative rate for such Loans denominated in an Alternative Currency, the Borrower may, at its discretion, either (i) prepay such Loans, (ii) convert such Loans into ABR Loans denominated in Dollars (in an amount equal to the Dollar
Equivalent of such Alternative Currency) or (iii) in the case of a Eurocurrency Borrowing, maintain such Loans outstanding, in which case, the interest rate payable to the applicable Lender on such Loans will be the rate determined by the
Administrative Agent as its cost of funds to fund a Borrowing of such Loans with maturities comparable to the Interest Period applicable thereto plus the Applicable Rate; provided, however, that, in each case, the Borrower may revoke any
Borrowing Request that is pending when such notice is received. 
 (b) Notwithstanding the foregoing, if the Administrative Agent has made
the determination described in clause (a)(i) of this Section 2.12 and/or is advised by the Required Lenders of their determination in accordance with clause (a)(ii) of this Section 2.12 and the Borrower shall so request, the Administrative
Agent, the Required Lenders and the Borrower shall negotiate in good faith to amend the definition of “LIBO Rate” and other applicable provisions to preserve the original intent thereof in light of such change; provided that, until
so amended, such Impacted Loans will be handled as otherwise provided pursuant to the terms of this Section 2.12. 
 SECTION 2.13
Increased Costs. 
 (a) 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 by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing Bank; or 

  
 87 













 (ii) impose on any Lender, any Issuing Bank or the London interbank market
any other condition, cost or expense (other than with respect to Taxes) affecting this Agreement or Eurocurrency Loans or SONIA Loans made by such Lender or any Letter of Credit or participation therein; or 

(iii) subject any Lender or Issuing Bank to any Taxes on its Loans, letters of credit, Commitments, or other obligations, or
its deposits, reserves, other liabilities or capital attributable thereto; 
 and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurocurrency Loan or SONIA Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or Issuing Bank or to reduce the amount of any sum received or receivable by such
Lender or Issuing Bank hereunder (whether of principal, interest or otherwise), then, from time to time upon request of such Lender or Issuing Bank, the Borrower will pay to such Lender or Issuing Bank such additional amount or amounts as will
compensate such Lender or Issuing Bank for such increased costs actually incurred or reduction actually suffered, provided that to the extent any such costs or reductions are incurred by any Lender or Issuing Bank as a result of any requests,
rules, guidelines or directives enacted or promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Basel III after the Effective Date, then such Lender or Issuing Bank shall be compensated pursuant to this
Section 2.13(a) only to the extent such Lender or Issuing Bank is imposing such charges on similarly situated borrowers under the other syndicated credit facilities under which such Lender is a lender or such Issuing Bank is a letter of credit
issuer. Notwithstanding the foregoing, this paragraph will not apply to (A) Indemnified Taxes or Other Taxes or (B) Excluded Taxes. 

(b) If any Lender or Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has the effect of reducing the
rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in
Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such
Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy and liquidity requirements), then, from time
to time upon request of such Lender or Issuing Bank, the Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing
Bank’s holding company for any such reduction actually suffered. 
 (c) A certificate of a Lender or Issuing Bank setting forth the
amount or amounts necessary to compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company in reasonable detail, as the case may be, as specified in paragraph (a) or (b) of this Section delivered to the
Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within 15 days after receipt thereof. 

(d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of
such Lender’s or Issuing Bank’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section for any increased costs incurred or reductions
suffered more than 180 days 

  
 88 













 
prior to the date that such Lender or Issuing Bank, 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
Issuing Bank’s intention to claim compensation therefor; provided further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period
referred to above shall be extended to include the period of retroactive effect thereof. 
 SECTION 2.14 Break Funding Payments.
In the event of (a) the payment of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default) or SONIA Loan other than on the Interest Payment Date
therefor (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto or the conversion of any SONIA Loan other than on the Interest Payment Date
therefor, (c) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.09(e) and is revoked in accordance
therewith) or (d) the assignment of any SONIA Loan other than on the Interest Payment Date thereof or any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant
to Section 2.17 or Section 9.02(c), then, in any such event, the Borrower shall, after receipt of a written request by any Lender affected by any such event (which request shall set forth in reasonable detail the basis for requesting such
amount), compensate each Lender under the relevant Facility for the actual loss, cost and expense attributable to such event (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment
of deposits or other funds required by such Lender to fund its Eurocurrency Loans or SONIA Loans). A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section delivered to the
Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 15 days after receipt of such demand. Notwithstanding the foregoing, this Section 2.14 will not apply
to losses, costs or expenses resulting from Taxes, as to which Section 2.15 shall govern. 
 SECTION 2.15 Taxes. 

(a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made free and clear of and
without deduction or withholding for any Taxes, except as required by applicable Requirements of Law. If the applicable Withholding Agent shall be required by applicable Requirements of Law to withhold or deduct any Taxes from such payments, then
(i) the applicable Withholding Agent shall make such withholdings or deductions, (ii) the applicable Withholding Agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable
Requirements of Law and (iii) if the Tax in question is an Indemnified Tax or Other Tax, the amount payable by the applicable Loan Party shall be increased as necessary so that after all required deductions of Indemnified Taxes or Other Taxes
have been made (including deductions applicable to additional amounts payable under this Section 2.15) the Administrative Agent, any Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no
such withholdings or deductions of Indemnified Taxes or Other Taxes been made. 
 (b) Without limiting the provisions of paragraph
(a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with Requirements of Law, or at the option of the Administrative Agent, timely reimburse it for the payment of any other Taxes. 

(c) Without duplication of amounts paid by the Borrower pursuant to Sections 2.15(a) or (b), the Borrower shall indemnify the Administrative
Agent, each Lender and each Issuing Bank, within 30 days after written demand therefor, for the full amount of any Indemnified or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under
this 

  
 89 













 
Section 2.15) payable or paid by, or required to be withheld from a payment to, the Administrative Agent, such Lender or such Issuing Bank, as the case may be, and any reasonable out-of-pocket 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. Any Lender or Issuing Bank seeking indemnity pursuant to this Section 2.15(c) shall promptly notify the Borrower of the imposition of the relevant Indemnified or Other Taxes. A certificate setting forth in
reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, an Issuing Bank or by the Administrative Agent on its own behalf or on behalf of a Lender or an Issuing Bank, shall be
conclusive absent manifest error. 
 (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Loan Party to a
Governmental Authority pursuant to this Section 2.15, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 
 (e) (i) Any Lender that
is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the
Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition,
any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or
the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and
submission of such documentation (other than such documentation set forth in Section 2.15(e)(ii)(1), (ii)(2) and (ii)(4) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would
subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. 

(ii) Without limiting the foregoing: 

(1) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall
deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; 

(2) each Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code shall
to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which it becomes a Lender under this Agreement (and from
time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent) whichever of the following is applicable: 

  
 90 













 (A) in the case of such a Lender claiming the benefits of an income tax
treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable
payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal
withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty, 
 (B)
executed copies of IRS Form W-8ECI, 
 (C) in the case of such a Lender claiming the
benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit P-1 to the effect that such Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in
Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or
W-8BEN-E, or 
 (D) to the extent such
Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W- 8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit P-2 or Exhibit P-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such Lender is a partnership and one or more direct or indirect partners of such Lender are claiming the
portfolio interest exemption, such Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit P-4 on behalf of each such direct and indirect partner; 

(3) each Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code
shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this
Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S.
federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and 

(4) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if
such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent
at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code)
and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has
complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (4), “FATCA” shall include any amendments made to FATCA after the date of this
Agreement. 

  
 91 













 (iii) The Administrative Agent shall deliver to the Borrower, on or prior to
the date on which it becomes a party to this Agreement, either: (i) two duly completed copies of IRS Form W-9, or (ii) two duly completed copies of IRS Form
W-8IMY, with the effect that the Borrower may make payments to the Administrative Agent, to the extent such payments are received by the Administrative Agent as an intermediary, without deduction or
withholding of any Taxes imposed by the United States. The Administrative Agent, each Lender and each Issuing Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall
update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. 

(f) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a
refund of any Taxes as to which it has been indemnified pursuant to this Section (including by the payment of additional amounts pursuant to this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the
extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such
indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party
the amount paid over pursuant to this paragraph (f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental
Authority. Notwithstanding anything to the contrary in this paragraph (f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (f) the payment of which would place
the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted,
withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any
other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. 
 (g) Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not
already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of
Section 9.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and
any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability
delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan
Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (g). 

(h) The agreements in this Section 2.15 shall survive the termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder. For the avoidance of doubt, for purposes of this Section 2.15, the term “Requirements of Law” includes FATCA. 

  
 92 













 SECTION 2.16 Payments Generally; Pro Rata Treatment; Sharing of Setoffs. 

(a) The Borrower shall make each payment required to be made by it under any Loan Document (whether of principal, interest, fees or
reimbursement of LC Disbursements, or of amounts payable under Section 2.13, 2.14 or 2.15, or otherwise) prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly
required, prior to 2:00 p.m. (New York City time in the case of payments denominated in Dollars or Canadian Dollars, or London time in the case of any payments denominated in an Alternative Currency)), on the date when due, in immediately available
funds, without setoff or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest
thereon. All such payments shall be made to such account as may be specified by the Administrative Agent, except payments to be made directly to any Issuing Bank or the Swingline Lender as expressly provided herein. The Administrative Agent shall
distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment (other than payments on the Eurocurrency Loans) under any Loan Document shall be due on a
day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day. If any payment on a Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to
the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any payment of
principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate for the period of such extension. Except as otherwise expressly provided herein and except with respect to principal of or interest on
Loans denominated in an Alternative Currency, all such payments shall be made in Dollars to such account as may be specified by the Administrative Agent. Except as otherwise expressly provided herein and except with respect to principal of or
interest on Loans denominated in Dollars, all payments by the Borrower hereunder with respect to principal of and interest on Loans denominated in any Alternative Currency shall be made in such Alternative Currency to such account as may be
specified by the Administrative Agent. If, for any reason, the Borrower is prohibited by any Requirements of Law from making any required payment hereunder in an Alternative Currency, the Borrower shall make such payment in Dollars in the Dollar
Amount of the Alternative Currency payment amount. 
 (b) If at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due under any Facility, such funds shall be applied, (1) first, towards payment of interest and fees then due under such
Facility, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (2) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of principal then due to such parties. 
 (c) If any Lender shall, by
exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans of a given Class or participations in LC Disbursements or Swingline Loans resulting in such Lender
receiving payment of a greater proportion of the aggregate amount of its Loans of such Class or participations in LC Disbursements or Swingline Loans and accrued interest thereon than the proportion received by any other Lender with outstanding
Loans of the same Class or participations in LC Disbursements or Swingline Loans, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of such Class or participations in LC
Disbursements or Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their
respective Loans of such Class or participations in LC Disbursements or Swingline Loans, provided that (i) if any such participations are 

  
 93 













 
purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without
interest and (ii) the provisions of this paragraph 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 (including the application of funds arising
from existence of a Defaulting Lender), (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant or (C) any disproportionate payment obtained by a
Lender of any Class or participations in LC Disbursements or Swingline Loans as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans of that Class or participations in LC Disbursements or
Swingline Loans or any increase in the Applicable Rate in respect of Loans or participations in LC Disbursements or Swingline Loans of Lenders that have consented to any such extension. 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. 
 (d) Unless the Administrative Agent shall have
received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or Issuing Banks 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 and in its sole discretion, distribute to the Lenders or Issuing Banks, as the case may be, the amount due. In such event, if the
Borrower has not in fact made such payment, then each of the Lenders or the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with
interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Overnight Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation. 
 (e) If any Lender shall fail to make any payment required to be made by
it pursuant to Section 2.04(a), 2.04(b), 2.16(d) or 9.03(c), then the Administrative Agent may, in its discretion and in the order determined by the Administrative Agent (notwithstanding any contrary provision hereof), (i) apply any amounts
thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Section until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated
account as cash collateral for, and to be applied to, any future funding obligations of such Lender under any such Section. 

SECTION 2.17 Mitigation Obligations; Replacement of Lenders. 

(a) If any Lender requests compensation under Section 2.13, or if the Borrower is required to pay any additional amount to any Lender or
any Governmental Authority or other recipient for the account of any Lender pursuant to Section 2.15 or any event that gives rise to the operation of Section 2.21, then following request by the Borrower such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its Loans hereunder or participations in any Letters of Credit affected by such event, or to assign and delegate its rights and obligations hereunder to another of its offices,
branches or Affiliates, if, in the reasonable judgment of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.13 or Section 2.15 or mitigate the applicability
of Section 2.21, as the case may be, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not be inconsistent with the internal policies of, or otherwise be disadvantageous in any material economic, legal or
regulatory respect to, such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 

  
 94 













 (b) If (i) any Lender requests compensation under Section 2.13 or gives notice
under Section 2.21, (ii) the Borrower is required to pay any additional amount to any Lender or to any Governmental Authority or other recipient for the account of any Lender pursuant to Section 2.15, or (iii) any Lender becomes a
Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions
contained in Section 9.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such
assignment and delegation), provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent to the extent such consent would be required under Section 9.04(b) for an assignment of Loans or
Commitments, as applicable, which consents, in each case, shall not unreasonably be withheld or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and unreimbursed participations in
LC Disbursements and Swingline Loans, accrued but unpaid interest thereon, accrued but unpaid fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the
Borrower (in the case of all other amounts), (C) the Borrower or such assignee shall have paid (unless waived) to the Administrative Agent the processing and recordation fee specified in Section 9.04(b)(ii) and (D) in the case of any such
assignment resulting from a claim for compensation under Section 2.13, payment required to be made pursuant to Section 2.15 or a notice given under Section 2.21, such assignment will result in a material reduction in such compensation
or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above),
the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by
the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment need not be a party thereto. 

SECTION 2.18 Increased Loans and Commitments. 

(a) At any time and from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by
notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders), request to effect (x) one or more increases in the Revolving Commitments of any Revolving Facility (each such
increase, an “Incremental Revolving Increase” or, solely to the extent set forth in Section 2.18(e) below, provide commitment under a new Revolving Facility (an “Incremental Revolving Facility”) and/or
(y) one or more increases in the aggregate amount of Term Loans of any Class then outstanding or one or more additional tranches of term loans hereunder in the form of an additional tranche of term loans comprising a new
Class hereunder (each such increase of term loans or additional tranche of term loans, an “Incremental Term Loan”), in each case from one or more the Additional Lenders (which may include any Lender (each of which shall be
entitled to agree or decline to participate in its sole discretion), but the Borrower shall not be obligated to offer to any Lender the opportunity to participate in any Incremental Facility); provided that at the time of each such request
and upon the effectiveness of each Incremental Facility Amendment, (A) (i) no Event of Default shall have occurred and be continuing (except in connection with a Permitted Acquisition or any other Investment not prohibited by the terms of this
Agreement, which shall be subject to no continuing Event of Default under clauses (a), (b), (h) or (i) of Section 7.01) or shall result therefrom and (ii) the representations and warranties set forth Article III shall be true and
correct in all material respects (except in connection with a Permitted Acquisition or any other Investment not prohibited by the terms of this Agreement, which shall be subject to, if and only to the


  
 95 













 
extent required by the Lenders providing such Incremental Facility, customary “SunGard” or “certain funds” conditionality), (B) the maturity date of any Incremental Term Loans
shall not be earlier than the Initial Term Maturity Date and the Weighted Average Life to Maturity of the Incremental Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (provided
that this clause (B) shall not apply to up to $75,000,000 in Incremental Term Loans as selected by the Borrower), (C) the pricing, interest rate margins, rate floors, fees, premiums, funding discounts and, subject to clause (B), the maturity
and amortization schedule for any Incremental Facility shall be determined by the Borrower and the applicable Additional Lenders, (D)(i) the Incremental Facility shall be secured solely by the Collateral on an equal and ratable basis with the
Secured Obligations and (ii) no Incremental Facility shall be guaranteed by entities other than the Guarantors, (E) any Incremental Facility shall be on terms and pursuant to documentation to be determined by the Borrower and the
applicable Additional Lenders; provided, that to the extent such terms and documentation with respect to any Incremental Term Loans are not consistent with the Initial Term Loans (except to the extent permitted by clause (B) or (C)
above), they shall be reasonably satisfactory to the Administrative Agent (except for covenants or other provisions applicable only to the periods after the Latest Maturity Date) (it being understood that, to the extent that any financial
maintenance covenant or any other term more favorable to the Additional Lenders than the terms of this Agreement is added for the benefit of any Incremental Term Facility, no consent shall be required from the Administrative Agent or any of the then
existing Term Lenders to the extent that such financial maintenance covenant or other such term is (1) also added for the benefit of any existing Term Loans or (2) only applicable after the Latest Maturity Date) and (F) such
Incremental Facility may be provided in any currency as mutually agreed among the Administrative Agent, the Borrower and the applicable Additional Lenders. Notwithstanding anything to contrary herein, the sum of (i) the aggregate principal
amount of all Incremental Term Loans and Incremental Revolving Facilities and (ii) the aggregate principal amount of Incremental Equivalent Debt incurred after the Effective Date pursuant to Section 6.01(a)(xxiii) shall not at the time of
incurrence of any such Incremental Facility (which, in the case of any Incremental Revolving Increase or Incremental Revolving Facility, shall be the time of effectiveness of the commitments therefor) or Incremental Equivalent Debt (and after giving
effect to such incurrence) exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of the Dollar Amount of $10,000,000 and integral multiples of the Dollar Amount of $1,000,000 in excess thereof
(unless the Borrower and the Administrative Agent otherwise agree); provided that such amount may be less than the Dollar Amount of $10,000,000 if such amount represents all the remaining availability set forth above at the time of
determination. 
 (b) In the event that, only during the period commencing on the Effective Date and ending on the first anniversary of the
Effective Date, the Applicable Rates for any Incremental Term Loan incurred pursuant to clause (a) of the definition of “Incremental Cap” and which (i) (together with all previously incurred Incremental Term Loans) are issued in an
aggregate principal amount in excess of $75,000,000 and (ii) have a maturity date less than two years after the Latest Maturity Date, are greater than the Applicable Rates for the Initial Term Loans by more than 0.50% per annum, then the
Applicable Rates for the Initial Term Loans shall be increased to the extent necessary so that the Applicable Rates for the Initial Term Loans are equal to the Applicable Rates for such Incremental Term Loans minus 0.50% per annum;
provided that with respect to any Incremental Term Loans that do not bear interest at a rate determined by reference to the Eurocurrency Rate, for purposes of calculating the applicable increase (if any) in the Applicable Rates for the
Initial Term Loans in the preceding provisos, the Applicable Rate for such Incremental Term Loans shall be deemed to be the interest rate (calculated after giving effect to any increases required pursuant to the immediately succeeding proviso) of
such Incremental Term Loans minus the then applicable LIBO Rate; provided further, that in determining the Applicable Rates applicable to the Initial Term Loans and such Incremental Term Loans, (x) original issue discount
(“OID”) or upfront fees (which shall be deemed, solely for purposes of this clause (x), to constitute like amounts of OID) or other fees payable by the Borrower to the Lenders of the Initial Term Loans and such


  
 96 













 
Incremental Term Loans in the initial primary syndication thereof shall be included (with OID or upfront fees or other fees being equated to interest based on an assumed four-year life to
maturity), (y) (1) with respect to the Initial Term Loans, to the extent that the LIBO Rate for a three-month interest period on the closing date of the applicable Incremental Facility Amendment is less than 1.00%, the amount of such difference
shall be deemed added to the Applicable Rate for the Initial Term Loans solely for the purpose of determining whether an increase in the Applicable Rate for the Initial Term Loans shall be required and (2) with respect to such Incremental Term
Loans, to the extent that the LIBO Rate for a three-month interest period on the closing date of the applicable Incremental Facility Amendment is less than the interest rate floor, if any, applicable to such Incremental Term Loans, the amount of
such difference shall be deemed added to the Applicable Rate for such Incremental Term Loans solely for the purpose of determining whether an increase in the Applicable Rate for the Initial Term Loans shall be required and (z) any arrangement,
commitment or similar fees payable to the Lead Arrangers (or their respective Affiliates) in connection with the Initial Term Loans or to one or more arrangers (or their Affiliates) or other providers of such Incremental Term Loans shall be
excluded. 
 (c) (i) Each notice from the Borrower pursuant to this Section shall set forth the requested amount of the relevant
Incremental Facility. 
 (ii) Commitments in respect of any Incremental Facility shall become Commitments under this
Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents executed by the Borrower, such Additional Lender and the Administrative Agent. Commitments in
respect of any Incremental Facility may be provided, subject to the prior written consent of the Borrower (not to be unreasonably withheld), by any existing Lender (it being understood that no existing Lender shall have any right to participate in
any Incremental Facility or, unless it agrees, be obligated to provide any Commitments in respect of any Incremental Facility) or by any Additional Lender. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such
amendments to any Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to (x) effect the provisions of this Section and/or (y) so long as such amendments are not, in the reasonable
opinion of the Administrative Agent, materially adverse to the Lenders, maintain the “fungibility” of any such Incremental Facility with any Class of then-outstanding Loans hereunder. 

(d) Upon the effectiveness of each Incremental Facility pursuant to this Section, each Additional Lender shall extend revolving commitments or
make additional term loans, as applicable, to the Borrower in a principal amount equal to such Lender’s Commitments in respect of such Incremental Facility. Any such revolving commitments shall be “Revolving Commitments” for all
purposes of this Agreement and the other Loan Documents, and any such term loans shall be “Term Loans” for all purposes of this Agreement and the other Loan Documents. 

(e) Any Incremental Revolving Facility (other than an Incremental Revolving Increase) shall be in the form of a separate “first-in, last-out” or “last-out” tranche (the “FILO Tranche”) with interest rate margins, rate
floors, upfront fees, funding discounts and original issue discounts and advance rates, in each case to be agreed upon (which, for the avoidance of doubt, shall not require any adjustment to the Applicable Rate or other Revolving Facility) among the
Borrower and the Additional Lenders providing the FILO Tranche so long as (1) any loans and related obligations in respect of the FILO Tranche are not be guaranteed by any Person other than the Guarantors and are not secured by any assets other
than Collateral; (2) as between (x) the Revolving Loans (other than the FILO Tranche) and other Loan Document Obligations, the Secured Management Obligations and the Secured Swap Obligations and (y) the FILO Tranche, all proceeds from
the liquidation or other realization of the Collateral or application of funds under Section 7.02 shall be applied, first to obligations owing under, or with respect to, the 

  
 97 













 Revolving Loans (other than the FILO Tranche) and other Loan Document Obligations, the Secured Cash
Management Obligations and the Secured Swap Obligations, and second to the FILO Tranche; (3) the Borrower may not prepay Loans under the FILO Tranche or terminate or reduce the commitments in respect thereof at any time that other Revolving
Loans (including Swingline Loans) or commitments in respect thereof and/or amounts owed in respect of LC Disbursements (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent) are
outstanding; (4) no changes affecting the priority status of the Revolving Loans (other than the FILO Tranche) and other Loan Document Obligations, the Secured Cash Management Obligations and the Secured Swap Obligations vis-à-vis the FILO Tranche may be made without the consent of each of the Revolving Lenders (other than the Revolving Lenders under FILO Tranche), (5) the final
maturity of any FILO Tranche shall not occur, and no FILO Tranche shall require mandatory commitment reductions prior to, the Maturity Date of the Initial Revolving Commitments and (6) except as otherwise set forth in this Section 2.18(e),
the terms of any such FILO Tranche shall be reasonably acceptable to the Administrative Agent. 
 (f) Notwithstanding anything to the
contrary, this Section 2.18 shall supersede any provisions in Section 2.16 or Section 9.02 to the contrary. 

SECTION 2.19 Refinancing Amendments. 

(a) At any time after the Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing
Indebtedness in respect of all or any portion of the Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Loans), in the form of Other Loans or Other Commitments, in each case pursuant to a
Refinancing Amendment; provided that the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Loans being so refinanced (and
in the case of any Other Revolving Facility, the termination of the corresponding Revolving Commitments for such Revolving Loans being so refinanced). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.19
shall be in an aggregate principal amount that is (i) not less than the Dollar Amount of $10,000,000 and (ii) an integral multiple of the Dollar Amount of $1,000,000 in excess thereof (unless the Borrower and the Administrative Agent
otherwise agree). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement
shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and
Commitments subject thereto as Other Loans and/or Other Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate,
in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. 
 (b) Notwithstanding
anything to the contrary, this Section 2.19 shall supersede any provisions in Section 2.16 or Section 9.02 to the contrary. 

SECTION 2.20 Defaulting Lenders. 

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

  
 98 













 (i) Waivers and Amendments. Such Defaulting Lender’s right to
approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 9.02. 

(ii) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative
Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to
Section 9.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second,
to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to each Issuing Bank and the Swingline Lender under the relevant Facility; third, to cash collateralize the Issuing Banks’ LC Exposure (if any) with
respect to such Defaulting Lender in accordance with Section 2.24(j); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan under the relevant Facility in respect of which that
Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and
released in order to satisfy obligations of that Defaulting Lender to fund Loans under the relevant Facility; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks and the Swingline Lender as a result of any judgment of
a court of competent jurisdiction obtained by any Lender, such Issuing Bank or Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no
Default or Event of Default exists, to the payment of any amounts owing to any Loan Party as a result of any judgment of a court of competent jurisdiction obtained by any Loan Party against that Defaulting Lender as a result of that Defaulting
Lender’s breach of its obligations under this Agreement; and eighth, subject to the last sentence of Section 2.09(e), to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if
such payment is a payment of the principal amount of any Loans or LC Disbursements and such Lender is a Defaulting Lender under clause (a) of the definition thereof, such payment shall be applied solely to pay the relevant Loans of, and LC
Disbursements owed to, the relevant non-Defaulting Lenders on a pro rata basis prior to being applied pursuant to Section 2.24(j). Any payments, prepayments or other amounts paid or payable to a
Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to Section 2.24(j) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably
consents hereto. 
 (iii) Certain Fees. That Defaulting Lender shall not be entitled to receive or accrue any
commitment fee pursuant to Section 2.10(a) or any fees in respect of Letters of Credit pursuant to Section 2.10(b) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee
that otherwise would have been required to have been paid to that Defaulting Lender). 
 (iv) Reallocation of Swingline
Exposure and LC Exposure. If any Swingline Exposure or LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender then: 

(A) all or any part of such Swingline Exposure and LC Exposure shall be reallocated among the
non-Defaulting Lenders under the relevant Facility in accordance with their respective Pro Rata Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent
(x) the sum of all non-Defaulting Lenders’ Revolving Exposures plus such Defaulting 

  
 99 













 Lender’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lenders’ Revolving Commitments under the relevant Facility as of such date and (y) no such non-Defaulting Lender’s Revolving Exposure under any
Facility shall exceed such Revolving Lender’s Revolving Commitment under such Facility at such time; and 
 (B) If the
reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within three (3) Business Days following notice by the Administrative Agent (x) first, prepay the Swingline Exposure of such
Defaulting Lender and (y) second, cash collateralize such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in
Section 2.24(j) for so long as such LC Exposure is outstanding; 
 (C) if the Borrower cash collateralizes any portion
of such Defaulting Lender’s LC Exposure pursuant to this Section 2.22(a)(iv), the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.10(b) with respect to such Defaulting Lender’s LC
Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized; 
 (D) if the LC Exposure of the
non-Defaulting Lenders is reallocated pursuant to this Section 2.22(c), then the fees payable to the Revolving Lenders pursuant to Section 2.10(a) and Section 2.10(b) shall be adjusted in
accordance with such non-Defaulting Lenders’ Pro Rata Share (calculated without regard to such Defaulting Lender’s Commitment); or 

(E) if any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to this
Section 2.20(a)(iv), then, without prejudice to any rights or remedies of the applicable Issuing Bank or any Lender hereunder, all letter of credit fees payable under Section 2.10(b) with respect to such Defaulting Lender’s LC
Exposure shall be payable to the applicable Issuing Bank until such LC Exposure is cash collateralized and/or reallocated. 

(v) Swingline Loans and Letters of Credit. So long as any Revolving Lender is a Defaulting Lender, the Swingline Lender
under any affected Facility shall not be required to fund any Swingline Loan and the Issuing Banks thereunder shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100%
covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.20(a)(iv), and participating interests in any such newly
issued or increased Letter of Credit or newly made Swingline Loan shall be allocated among Revolving Lenders that are not Defaulting Lenders in a manner consistent with Section 2.20(a)(iv) (and Revolving Lenders that are Defaulting Lenders
shall not participate therein). 
 (b) Defaulting Lender Cure. 

(i) If the Borrower and the Administrative Agent, each Issuing Bank (if applicable) and the Swingline Lender (if applicable)
agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and
subject to any conditions set forth therein, that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that
Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any
party hereunder arising from that Lender’s having been a Defaulting Lender. 

  
 100 













 (ii) After a determination pursuant to clause (i) above with respect to
a Revolving Lender, then the Swingline Exposure and LC Exposure of the other Revolving Lenders under each relevant Facility shall be readjusted to reflect the inclusion of such Revolving Lender’s Revolving Commitment and on such date such
Revolving Lender shall purchase at par such of the Revolving Loans of the other Revolving Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Revolving Lender to hold such Revolving
Loans in accordance with its Pro Rata Share (without giving effect to Section 2.20(a)(iv)). 
 SECTION 2.21 Illegality. If
any Lender reasonably determines that any law has made it unlawful, or any Governmental Authority has asserted that it is unlawful, for any Lender to make, maintain or fund Loans whose interest is determined by reference to Daily Simple SONIA the
Adjusted LIBO Rate (whether denominated in Dollars or an Alternative Currency), or to determine or charge interest rates based upon Daily Simple SONIA or the Adjusted LIBO Rate, then, on notice thereof by such Lender to the Borrower through the
Administrative Agent, (i) any obligation of such Lender to make or continue SONIA Loans or Eurocurrency Loans, as applicable, in the affected currency or currencies or to convert ABR Loans to Eurocurrency Loans or SONIA Loans, as applicable, in
the affected currency or currencies shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Adjusted LIBO Rate component of
the Alternate Base Rate, the interest rate on such ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the Alternate Base Rate
until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon three Business Days’ notice from such
Lender (with a copy to the Administrative Agent), prepay or (I) if applicable and such Loans are denominated in Dollars, convert all Eurocurrency Loans denominated in Dollars of such Lender to ABR Loans (the interest rate on which ABR Loans of
such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such
Lender may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, or (II) if applicable and such Loans are denominated in an Alternative
Currency, to the extent the Borrower and the applicable Revolving Lenders agree, convert such Loans to Loans bearing interest at an alternative rate mutually acceptable to the Borrower and all of the applicable Revolving Lenders, in each case,
either on the last day of the Interest Period therefor, if such Revolving Lender may lawfully continue to maintain such Eurocurrency Loans or the next Interest Payment Date if such Revolving Lender may lawfully continue to maintain such SONIA Loans,
as applicable, to such day, or immediately, if such Revolving Lender may not lawfully continue to maintain such Eurocurrency Loans or SONIA Loans, as applicable; provided, however, that if the Borrower and the applicable Lender cannot
agree within a reasonable time on an alternative rate for such Loans denominated in an Alternative Currency, the Borrower may, at its discretion, either (i) prepay such Loans, (ii) convert such Loans into ABR Loans denominated in Dollars
(in an amount equal to the Dollar Equivalent of such Alternative Currency) or (ii) maintain such Loans outstanding, in which case, the interest rate payable to the applicable Lender on such Loans will be the rate determined by such Revolving
Lender as its cost of funds to fund a Borrowing of such Loans with maturities comparable to the Interest Period applicable thereto plus the Applicable Rate unless the maintenance of such Loans outstanding on such basis would not stop the conditions
described in the first sentence of this Section 2.21 from existing (in which case the Borrower shall be required to prepay such Loans), and (y) if such notice asserts the illegality of such Lender determining or charging interest rates
based upon the Adjusted LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative
Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing
promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon Daily Simple SONIA or the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued
interest on the amount so prepaid or converted. 

  
 101 













 SECTION 2.22 Loan Modification Offers. 

(a) At any time after the Effective Date, the Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or
more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes (each Class subject to such a Loan Modification Offer, an “Affected Class”) to effect one or more Permitted Amendments
relating to such Affected Class pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower (including mechanics to permit cashless rollovers and exchanges by Lenders). Such notice shall set
forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective. Permitted Amendments shall become effective only with respect to the Loans and
Commitments of the Lenders of the Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans
and Commitments of such Affected Class as to which such Lender’s acceptance has been made. The effectiveness of any Permitted Amendment shall not be conditioned to the absence of any defaults, compliance with any financial measures or any
“most favored nation” pricing requirements, unless otherwise agreed to by the Borrower in the applicable Loan Modification Offer. 

(b) A Permitted Amendment shall be effected pursuant to a Loan Modification Agreement executed and delivered by Holdings, the Borrower, each
applicable Accepting Lender and the Administrative Agent; provided that no Permitted Amendment shall become effective unless Holdings and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions,
secretary’s certificates, officer’s certificates and other documents as shall be reasonably requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness
of each Loan Modification Agreement. Each Loan Modification Agreement may, without the consent of any Lender other than the applicable Accepting Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or
appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments of the Accepting Lenders as a new
“Class” of loans and/or commitments hereunder. 
 (c) If, in connection with any proposed Loan Modification Offer, any Lender of an
Affected Class declines to consent to such Loan Modification Offer on the terms and by the deadline set forth in such Loan Modification Offer (each such Lender, a “Non-Accepting Lender”)
then the Borrower may, on notice to the Administrative Agent and the Non-Accepting Lender, (i) replace such Non-Accepting Lender in whole or in part by causing such
Lender to (and such Lender shall be obligated to) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all or any part of its interests, rights and obligations under this Agreement
in respect of the Loans and Commitments of the Affected Class to (x) in the case of any Class of Term Loans, one or more Eligible Assignees (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) or
(y) in the case of any Class of Revolving Commitments, to one or more Persons approved (other than any Person that is a Lender, an Affiliate of a Lender or an Approved Fund of a Lender at such time, in which case no such approval shall be
required) by the Administrative Agent (such approval in each case not to be unreasonably withheld or delayed), each Issuing Bank and the Swingline Lender under the relevant Facility; provided that neither the Administrative Agent nor any
Lender shall have any obligation to the 

  
 102 













 Borrower to find a replacement Lender; provided further, that (a) the applicable assignee shall
have agreed to provide Loans and/or Commitments on the terms set forth in the applicable Permitted Amendment, (b) such Non-Accepting Lender shall have received payment of an amount equal to the
outstanding principal of the Loans of the Affected Class assigned by it pursuant to this Section 2.22(c), accrued interest thereon, accrued fees and all other amounts (including any amounts under Section 2.09(a)(i)) payable to it
hereunder from the Eligible Assignee (to the extent of such outstanding principal and accrued interest and fees) and (c) unless waived, the Borrower or such Eligible Assignee shall have paid to the Administrative Agent the processing and
recordation fee specified in Section 9.04(b). 
 (d) Notwithstanding anything to the contrary, this Section 2.22 shall supersede
any provisions in Section 2.16 or Section 9.02 to the contrary. 
 SECTION 2.23 Swingline Loans. 

(a) Swingline Facilities. 

(i) Subject to the terms and conditions set forth herein, each Swingline Lender under the Revolving Facilities in reliance upon
the agreements of the other Revolving Lenders for such Revolving Facility set forth in this Section 2.23, make available Swingline Loans denominated in Dollars to the Borrower from time to time during the Availability Period in an aggregate
principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans under the applicable Revolving Facility exceeding the Swingline Sublimit for such Revolving Facility,
(ii) any Revolving Lender’s Revolving Exposure for the applicable Revolving Facility exceeding such Revolving Lender’s Revolving Commitment for such Revolving Facility or (iii) the total Revolving Exposures for the applicable
Revolving Facility exceeding the aggregate amount of Revolving Commitments for such Revolving Facility, in each case, at such time; provided, that a Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding
Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. Swingline Loans shall bear interest at the rate then applicable to Revolving Loans
based on the Alternate Base Rate under the applicable Revolving Facility. To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by facsimile or electronic communication (if arrangements for doing so have
been approved by the Administrative Agent), not later than 3:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount
of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender under the relevant Revolving Facility of any such notice received from the Borrower. Such Swingline Lender shall make each Swingline Loan available
to the Borrower by means of a credit in accordance with the instructions of the Borrower (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.24(e), by remittance to the
applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses, by remittance to the Administrative Agent to be distributed to the relevant Lenders) on the requested date of such Swingline Loan. 

(ii) To facilitate administration of the Revolving Loans, the Revolving Lenders and the Administrative Agent agree (which
agreement is solely among them, and not for the benefit of or enforceable by the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans under each
Facility, and Swingline Loans under each Revolving Facility, shall take place on a periodic basis in accordance with this clause (a)(ii). The Administrative Agent shall request settlement (a 

  
 103 













 “Settlement”) with the Revolving Lenders on at least a bi-weekly basis, or on a more frequent basis if so determined by the Administrative Agent, (A) on behalf of the applicable Swingline Lender, with respect to each outstanding Swingline Loan and (B) with
respect to collections received, in each case, by notifying the applicable Revolving Lenders of such requested Settlement by facsimile or other electronic form of transmission, of such requested Settlement, no later than 1:00 p.m. New York City
time, on the date of such requested Settlement (the “Settlement Date”). Each applicable Revolving Lender (other than the Swingline Lender, in the case of Swingline Loans) shall make the amount of such Revolving Lender’s Pro
Rata Share of the outstanding principal amount of the Swingline Loans with respect to which Settlement is requested available to the Administrative Agent, to such account of the Administrative Agent as the Administrative Agent may designate, not
later than 3:00 p.m., New York City time, on the Settlement Date applicable thereto, which may occur before or after the occurrence or during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent
set forth in Article IV have then been satisfied without regard to any minimum amount specified therein. Such amounts made available to the Administrative Agent shall be applied against the amounts of the applicable Swingline Loan and, together with
the portion of such Swingline Loan representing the Swingline Lender’s pro rata share thereof, shall constitute Revolving Loans of the Revolving Lenders under such Facility. If any such amount is not made available to the Administrative Agent
by any Revolving Lender on the Settlement Date applicable thereto, the Administrative Agent shall, on behalf of the applicable Swingline Lender with respect to each outstanding Swingline Loan, be entitled to recover such amount on demand from such
Revolving Lender together with interest thereon at the Alternate Base Rate for the first three days from and after the Settlement Date and thereafter at the interest rate then applicable to Revolving Loans. Between Settlement Dates, the
Administrative Agent may pay over to the applicable Swingline Lender any payments received by the Administrative Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to
such Swingline Lender’s Revolving Loans or Swingline Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to such Swingline Lender’s Revolving Loans, such
Swingline Lender shall pay to the Administrative Agent for the accounts of the applicable Revolving Lenders, to be applied to the outstanding Revolving Loans of such Revolving Lenders, an amount such that each Revolving Lender shall, upon receipt of
such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans under such Facility. During the period between Settlement Dates, each Swingline Lender with respect to its Swingline Loans, and each Revolving Lender with
respect to its Revolving Loans, shall be entitled to interest thereon at the applicable rate or rates payable under this Agreement. 

(iii) In addition, a Swingline Lender under a Facility may by written notice given to the Administrative Agent not later than
1:00 p.m., New York City time, on any Business Day require the Revolving Lenders under such Revolving Facility to acquire participations on such Business Day in all or a portion of its outstanding Swingline Loans under such Revolving Facility. Such
notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender under the applicable Revolving
Facility, specifying in such notice such Revolving Lender’s Pro Rata Share of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the
Administrative Agent, for the account of a Swingline Lender under a Facility, such Revolving Lender’s Pro Rata Share of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in
Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default 

  
 104 













 or reduction or termination of the Revolving Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in
Section 2.04 with respect to Revolving Loans made by such Revolving Lender (and Section 2.04 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the
applicable Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph. Any amounts received by a
Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan under a Revolving Facility after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly
remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to such
Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to
the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. 

(b) Termination and Appointment. The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender”
hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Swingline Lender’s acknowledging receipt of such
notice and (ii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero.
Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by it
prior to such termination, but shall not make any additional Swingline Loans. After notice to the Administrative Agent, the Borrower may appoint any other Revolving Lender as a “Swingline Lender” so long as such Revolving Lender agrees to
such appointment. 
 SECTION 2.24 Letters of Credit. 

(a) General. Subject to the terms and conditions set forth herein (including the proviso to the definition of “LC Sublimit”
and “Issuing Bank”), (i) each Issuing Bank agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.24, (A) from time to time on any Business Day during the period from the Effective Date to
but not including the 5th Business Day prior to the Maturity Date for the applicable Revolving Facility, upon the request of the Borrower, to issue Letters of Credit denominated in Dollars or an Alternative Currency and issued on sight basis only
for the account of the Borrower (or any Restricted Subsidiary of the Borrower so long as the Borrower is a joint and several co-applicant, and references to the “Borrower” in this Section 2.24
shall be deemed to include reference to such Restricted Subsidiary), and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.24(b), and (B) to honor drafts under the Letters of Credit, and
(ii) the Revolving Lenders under each Facility severally agree to participate in the Letters of Credit issued pursuant to Section 2.24(d) under such Facility; provided that no Letters of Credit shall be issued if the Administrative
Agent receives notice from the Required Revolving Lenders that the conditions set forth in Article IV have not been satisfied. 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. 

  
 105 













 (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request
the issuance of a Letter of Credit, the Borrower shall hand deliver or facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the
Administrative Agent, at least five (5) Business Days in advance of the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a completed Letter of Credit application in a form reasonably
acceptable to the applicable Issuing Bank. To request an amendment, extension or renewal of a Letter of Credit, the Borrower shall submit such an application to the applicable Issuing Bank and the Administrative Agent at least two (2) Business
Days in advance of the requested date of amendment, extension or renewal, identifying the Letter of Credit to be amended, renewed or extended, and specifying the proposed date (which shall be a Business Day) and other details of the amendment,
extension or renewal. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of Letter of Credit application or other agreement submitted by the Borrower to, or entered into by
the Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended, renewed or extended if (and on issuance, amendment, renewal or
extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed the LC Sublimit with respect to the
applicable Revolving Facility, (ii) no Issuing Bank’s LC Exposure shall exceed its Individual LC Sublimit and (iii) the Revolving Exposures shall not exceed the Total Revolving Commitments with respect to the applicable Revolving
Facility, in each case at such time. Promptly after the 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 Issuing Bank will also deliver to
the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Promptly after receipt of such Letter of Credit or amendment, the Administrative Agent shall notify the Revolving Lenders, in writing, of such
Letter of Credit or amendment, and if so requested by a Revolving Lender the Administrative Agent will provide such Revolving Lender with copies of such Letter of Credit or amendment. With respect to Commercial Letters of Credit, each Issuing Bank
shall, on the first Business Day of each month, submit to the Administrative Agent, by facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank), a report detailing the daily
aggregate total of Commercial Letters of Credit for the previous calendar month. 
 (c) Expiration Date. Each Standby Letter of Credit
shall expire not later than the date that is twelve months after the date of the issuance of such Letter of Credit; provided that any Standby Letter of Credit may provide for the automatic extension thereof for any number of additional
periods each of up to one year in duration; provided further that any Letter of Credit which extends beyond the Maturity Date shall be cash collateralized pursuant to clause (j) of this Section 2.24 on or before the date that is
five (5) Business Days prior to the Maturity Date. Each Commercial Letter of Credit shall expire on the earlier of (i) 120 days after the date of the issuance of such Commercial Letter of Credit and (ii) 5 Business Days prior to the Maturity
Date. 
 (d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount
thereof) and without any further action on the part of the applicable Issuing Bank or the Revolving Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender under the relevant Revolving Facility, and each Revolving Lender hereby
acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing,
each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent in Dollars or the applicable Alternative Currency, for the account of the applicable Issuing Bank, such Lender’s Pro Rata Share of each LC
Disbursement made by such Issuing Bank and not reimbursed by the relevant Borrower on the date due as provided in paragraph (e) of this Section 2.24, 

  
 106 













 or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving
Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment,
renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments under the applicable Facility, and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever. 
 (e) Reimbursement. If the applicable Issuing Bank shall make any LC Disbursement in respect of
a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount in Dollars or the applicable Alternative Currency equal to such LC Disbursement not later than (i) 3:00 p.m. (New York City time in
the case of a Letter of Credit denominated in Dollars, or 12:00 p.m. New York City time the case of any Letter of Credit denominated in an Alternative Currency), on the Business Day immediately following the date the Borrower is presented notice of
such LC Disbursement under paragraph (g) of this Section 2.24; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.23 that such payment be
financed with ABR Loans or Swingline Loans under that Facility in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Loans or Swingline Loan.
If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due in Dollars or the applicable Alternative Currency from the relevant Borrower in
respect thereof and such Lender’s Pro Rata Share thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Pro Rata Share of the payment then due from the Borrower, in the same manner as
provided in Section 2.04 with respect to Loans made by such Lender under the relevant Facility (and Section 2.04 shall apply, mutatis mutandis, to the payment obligations of such Revolving Lenders), and the Administrative Agent
shall promptly pay to the applicable Issuing Bank the amounts so received by it from such Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent
shall distribute such payment in Dollars or the applicable Alternative Currency and in the same funds as those received by the Administrative Agent to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant
to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. 
 (f)
Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section 2.24 shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with
the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other
document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the applicable Issuing Bank under a Letter of Credit
against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions
of this Section 2.24(f), constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder or (v) any adverse change in the relevant exchange rates or in the availability of any
Alternative Currency to the Borrower or in the relevant currency markets generally. Neither the Administrative Agent, the Revolving Lenders nor any Issuing Bank, nor any of their respective Related Persons, shall have any liability or responsibility
by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a 

  
 107 













 drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes
beyond the control of such Issuing Bank; provided that the foregoing shall not be construed to excuse such Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect
of which are hereby waived by the Borrower to the extent permitted by applicable laws) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under
a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence, bad faith or willful misconduct on the part of the applicable Issuing Bank (as determined by a final, non-appealable judgment of a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality
thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Issuing Bank may, in its sole discretion, either accept and make
payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit. 
 (g) Disbursement Procedures. The applicable Issuing Bank shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Such Issuing Bank shall promptly notify the Administrative Agent and the Borrower by facsimile or electronic communication (if arrangements for
doing so have been approved by the applicable Issuing Bank) of such demand for payment and whether such Issuing Bank has made or will make a LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall
not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement. 

(h) Interim Interest. If an Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement
in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at
the rate per annum then applicable to ABR Loans; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section 2.24, then Section 2.24(b) shall apply. Interest accrued
pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to clause (e) of this Section 2.24 to reimburse such Issuing
Bank shall be for the account of such Lender to the extent of such payment. 
 (i) Replacement of an Issuing Bank. An Issuing Bank may
be replaced at the written request of the Borrower and without the consent of the Administrative Agent at any time by written agreement among the Borrower, the replaced Issuing Bank and the successor Issuing Bank, and acknowledged by the
Administrative Agent. The Administrative Agent shall notify the Revolving Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of
the replaced Issuing Bank pursuant to Section 2.10(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this Agreement
with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing
Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with
respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit. 

  
 108 













 (j) Cash Collateralization. If (i) any Event of Default shall occur and be
continuing, or (ii) if and to the extent required in accordance with the provisions of Section 2.07, 2.20 or 2.24, on the Business Day following the date that the Borrower receives notice from the Administrative Agent or the Required
Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, upon such demand, the
Borrower shall deposit, in an account or accounts with the Administrative Agent(s), in the name of the Administrative Agent and for the benefit of the Revolving Lenders (each, an “LC Collateral Account”), an amount in cash in
Dollars or the applicable Alternative Currency, equal to 102% of the LC Exposure under each relevant Facility as of such date; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit
shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Section 7.01(h) or (i); provided further, that such deposit may
be required at times and in the amounts specified in Section 2.07(a)(ii). The LC Collateral Account with respect to each Facility shall be separate and apart from, and not commingled with, the LC Collateral Account for any other Facility. Such
deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Loan Document Obligations in accordance with the provisions of this clause (j). The Administrative Agent shall have exclusive dominion and
control, including the exclusive right of withdrawal, over such account and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account. Other than any interest earned on the investment of such deposits,
which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in
such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the
satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 50% of
the total LC Exposure), be applied to satisfy other Loan Document Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (together with all
interest and other earnings with respect thereto, to the extent not applied as aforesaid) shall be returned promptly to the Borrower but in no event later than three (3) Business Days after such Event of Default has been cured or waived. If the
Borrower fails to provide any cash collateral as required by this Section 2.24(j), the Lenders under the relevant Facility may (and, upon direction of the Administrative Agent, shall) advance, as Revolving Loans under the relevant Facility, the
amount of the cash collateral required (whether or not the Commitments have terminated or the conditions in Section 4.02 are satisfied). 

SECTION 2.25 Dollar Amount. The Administrative Agent shall determine the Dollar Amount of each Revolving Loan denominated in an
Alternative Currency and LC Exposure in respect of Letters of Credit denominated in an Alternative Currency (i) as of the first day of each Interest Period applicable thereto and (ii) as of the end of each fiscal quarter of the Borrower,
and shall promptly notify the Borrower and the Revolving Lenders of each Dollar Amount so determined by it. Each such determination shall be based on the Spot Rate (x) on the date of the related Borrowing Request for purposes of the initial
such determination for any Revolving Loan or Letter of Credit and (y) on the fourth Business Day prior to the date as of which such Dollar Amount is to be determined, for purposes of any subsequent determination. 

  
 109 













 ARTICLE III 

REPRESENTATIONS AND WARRANTIES 

Each of Holdings and the Borrower represents and warrants to the Lenders as of the Effective Date (after giving effect to the Transactions)
that: 
 SECTION 3.01 Organization; Powers. Each of Holdings, each Intermediate Parent (if any), the Borrower and each
Restricted Subsidiary is (a) duly organized, validly existing and in good standing (to the extent such concept exists in the relevant jurisdictions) under the laws of the jurisdiction of its organization, (b) has the corporate or other
organizational power and authority to carry on its business as now conducted and to execute, deliver and perform its obligations under each Loan Document to which it is a party, and (c) is qualified to do business in, and is in good standing
in, every jurisdiction where such qualification is required, except in the case of clause (a) (other than with respect to any Loan Party), clause (b) (other than with respect to Holdings and the Borrower and any other Loan Party in the case of the
execution and delivery of any Loan Document to which it is a party) and clause (c), where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 

SECTION 3.02 Authorization; Enforceability. This Agreement and each other Loan Document has been duly authorized, executed and
delivered by each of Holdings, each Intermediate Parent, the Borrower and each other Loan Party party thereto and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party,
will constitute, a legal, valid and binding obligation of Holdings, such Intermediate Parent, the Borrower or such Loan Party, as the case may be, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 

SECTION 3.03 Governmental and Third-Party Approvals; No Conflicts. The execution, delivery and performance of the Loan Documents
(a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or third-party, except such as have been obtained or made and are in full force and effect and except filings
necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings, the Borrower or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings, the Borrower
or any other Loan Party or any of its Restricted Subsidiaries, (c) will not violate or result in a default under any indenture or other agreement or instrument binding upon Holdings, the Borrower or any other Loan Party or any of its
Subsidiaries or their respective assets, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder and (d) will not result in the creation or imposition of any Lien on any asset of
Holdings, the Borrower or any other Loan Party or any of its Subsidiaries, except Liens created under the Loan Documents or otherwise permitted under Section 6.02, except (in the case of each of clauses (a), (b)(ii) and (c)) to the extent that
the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. 

SECTION 3.04 Financial Condition; No Material Adverse Effect. 

(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly indicated therein, including the notes thereto, and (ii) fairly present in all material respects the financial condition of the Acquired Business as of the respective dates thereof and the consolidated results of
their operations for the respective periods then ended in accordance with GAAP consistently applied during the periods referred to therein, except as otherwise expressly indicated therein, including the notes thereto. 

(b) The Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied during the periods referred to
therein, except as otherwise expressly indicated therein, including the notes thereto (if any), and (ii) fairly present in all material respects the financial condition of the Acquired Business as of the date thereof and for the periods covered
thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments and to any other adjustments described therein. 

  
 110 













 (c) Holdings has heretofore furnished to the Lead Arrangers the pro forma consolidated
balance sheet and the related pro forma consolidated statement of operations of the Borrower and its Subsidiaries as of, and for the twelve-month period ending on, September 30, 2016, in each case of the Borrower and its Subsidiaries (such pro
forma balance sheet and statement of income, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions as if such transactions had occurred on such date (in the case of the balance sheet) or
at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by Holdings to be reasonable as of the date of delivery thereof (it
being understood that such Pro Forma Financial Statements need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting
(including any adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)). 

(d) Since the Effective Date, there has been no Material Adverse Effect. 

SECTION 3.05 Properties; Insurance. 

(a) Each of Holdings, the Intermediate Parents, the Borrower and each Restricted Subsidiary has good title to, or valid leasehold or
subleasehold, as applicable, interests in, all its real and personal property material to its business (including the Mortgaged Properties, if any), (i) free and clear of all Liens except for Liens permitted by Section 6.02 and (ii) except
for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or as proposed to be conducted or to utilize such properties for their intended purposes, in each case, except as could not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect. 
 (b) As of the Effective Date, Schedule 3.05
contains a true and complete list of all Material Real Property owned by the Borrower and its Subsidiaries. 
 (c) Each of Holdings, the
Intermediate Parents, the Borrower and each Restricted Subsidiary maintains in effect insurance that complies, in all material respects, with the requirements of Section 5.07. 

SECTION 3.06 Litigation and Environmental Matters. 

(a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of
any Responsible Officer of Holdings or the Borrower, threatened in writing against or affecting Holdings, the Borrower or any Restricted Subsidiary that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse
Effect. 
 (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, none of Holdings, the Intermediate Parents, the Borrower or any Restricted Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval
required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge of a Responsible
Officer of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability. 

  
 111 













 SECTION 3.07 Compliance with Laws and Agreements. Each of Holdings, the
Intermediate Parents, the Borrower and each Restricted Subsidiary is in compliance with (a) its Organizational Documents, (b) all Requirements of Law applicable to it or its property and (c) all indentures and other agreements and
instruments binding upon it or its property, except, in the case of clauses (b) and (c) of this Section, where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 

SECTION 3.08 Investment Company Status. None of Holdings, the Intermediate Parents, the Borrower or any other Loan Party is an
“investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended from time to time. 

SECTION 3.09 Taxes. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect, Holdings, the Intermediate Parents, the Borrower and each Restricted Subsidiary (a) have timely filed or caused to be filed all Tax returns required to have been filed and (b) have paid or caused to be paid all Taxes required to
have been paid (whether or not shown on a Tax return) including in their capacity as tax withholding agents, except any Taxes (i) that are not overdue by more than 30 days or (ii) that are being contested in good faith by appropriate
proceedings, provided that Holdings, such Intermediate Parent, the Borrower or such Restricted Subsidiary, as the case may be, has set aside on its books adequate reserves therefor in accordance with GAAP. 

SECTION 3.10 ERISA. 

(a) Except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in
compliance with the applicable provisions of ERISA, the Code and other federal or state laws. 
 (b) Except as could not reasonably be
expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) no ERISA Event has occurred during the five year period prior to the date on which this representation is made or deemed made or is reasonably expected to
occur, (ii) no Plan has failed to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived, (iii) neither any Loan Party nor any
ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Plan (other than premiums due and not delinquent under Section 4007 of ERISA), (iv) neither any Loan Party 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 (v) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. 

(c) With respect to any Foreign Pension Plan, as of the date hereof, except as could not, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect (i) each such plan is in compliance with all requirements of law applicable and the respective requirements of the governing documents for such plan, (ii) none of any Loan Party or any of
their Subsidiaries, Foreign Subsidiaries or any of their respective directors, officers, employees or agents has engaged in a transaction which would subject any Loan Party or any of its Subsidiaries or Foreign Subsidiaries, directly or indirectly,
to a material tax or civil penalty, (iii) reserves have been established in the financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with applicable law and prudent business practice or, where required,
in accordance with ordinary accounting practices in the jurisdiction in which such Foreign Pension Plan is maintained, and (iv) the present aggregate value of accumulated benefit obligations of all Foreign Pension Plans did not, as of the most
recent statements available, exceed the aggregate value of the assets for all such Foreign Pension Plans. 

  
 112 













 SECTION 3.11 Disclosure. As of the Effective Date, neither (a) the
Information Memorandum nor (b) any of the other reports, financial statements, certificates or other written information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the negotiation of
any Loan Document or delivered thereunder (as modified or supplemented by other information so furnished), when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not materially misleading, provided that, with respect to projected financial information, Holdings and the Borrower represent only that such information was prepared in
good faith based upon assumptions believed by them to be reasonable at the time delivered and, if such projected financial information was delivered prior to the Effective Date, as of the Effective Date, it being understood that any such projected
financial information relates to future events and are not to be viewed as facts, is subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties, no assurance can be given that any particular
projected financial information will be realized and that actual results during the period or periods covered thereby may different significantly form the corresponding projected financial information and such differences could be material. 

SECTION 3.12 Subsidiaries. As of the Effective Date, Schedule 3.12 sets forth the name of each Subsidiary and the registered
ownership interest of Holdings, each Intermediate Parent, the Borrower or another Subsidiary in each Subsidiary. 
 SECTION 3.13
Intellectual Property; Licenses, Etc. Each of Holdings, the Intermediate Parents, the Borrower and each Restricted Subsidiary owns, licenses or possesses the right to use all of the Intellectual Property that is reasonably necessary
for the operation of its business as currently conducted, and, without conflict with the rights of any Person, except to the extent the failure to have any such rights or such conflicts, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect. Holdings, the Borrower or any Restricted Subsidiary do not and will not, in the operation of their businesses as currently conducted, infringe upon, misuse, dilute, misappropriate or otherwise violate any
Intellectual Property rights held by any Person except for such infringements, misuses, dilutions, misappropriations or violations that, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No
claim or litigation regarding any of the Intellectual Property owned by Holdings, the Intermediate Parents, the Borrower or any of the Restricted Subsidiaries is pending or, to the knowledge of any Responsible Officer of Holdings or the Borrower,
threatened in writing against Holdings, the Intermediate Parents, the Borrower or any Restricted Subsidiary, which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 

SECTION 3.14 Solvency. On the Effective Date, immediately after the consummation of the Transactions to occur on the Effective
Date, Holdings and its Subsidiaries are, on a consolidated basis after giving effect to the Transactions, Solvent. 
 SECTION 3.15
Senior Indebtedness. The Loan Document Obligations constitute “Senior Indebtedness” (or any comparable term) under and as defined in the documentation governing any Subordinated Indebtedness. 

SECTION 3.16 Federal Reserve Regulations. None of Holdings, the Intermediate Parents, the Borrower or any Restricted Subsidiary is
engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors), or extending credit for the purpose of purchasing or
carrying margin stock. No part of the proceeds of the Loans will be used, directly or indirectly, to purchase or carry any margin stock or to refinance any Indebtedness originally incurred for such purpose, or for any other purpose that entails a
violation (including on the part of any Lender) of the provisions of Regulations U or X of the Board of Governors. 

  
 113 













 SECTION 3.17 Use of Proceeds. The Borrower will use the proceeds of the Loans
made on the Effective Date to finance a portion of the Transactions. 
 SECTION 3.18 PATRIOT Act, OFAC and FCPA. 

(a) The Borrower will not, directly or indirectly, use the proceeds of the transaction, or lend, contribute or otherwise make available such
proceeds to any subsidiary, joint venture partner or other Person, for the purpose of funding (i) any activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions, or
(ii) any other transaction that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. 

(b) The Borrower and the Restricted Subsidiaries will not use the proceeds of the Loans directly, or, to the knowledge of the Borrower,
indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or
obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”) or any other applicable anti-corruption laws. 

(c) Except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect , none of Holdings,
the Intermediate Parents, the Borrower or the Restricted Subsidiaries has, in the past three years, committed a violation of applicable Sanctions, Title III of the USA Patriot Act or the FCPA or any other applicable anti-corruption laws. 

(d) None of Holdings, the Intermediate Parents, the Borrower or any of the Subsidiaries, or, to the knowledge of the Borrower, any director,
officer, employee or agent of Holdings, the Intermediate Parents, the Borrower or any Restricted Subsidiary is an individual or entity currently on the list of Specifically Designated Nationals and Blocked Persons administered by the United States
Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or any other Sanctions list, nor is Holdings, the Borrower or any Restricted Subsidiary located, organized or resident in a country or territory that is the
subject of comprehensive Sanctions. 
 SECTION 3.19 Security Documents. Except as otherwise contemplated hereby or under any
other Loan Documents, the provisions of the Security Documents, together with such filings and other actions required to be taken hereby or by the applicable Security Documents (including the delivery to Collateral Agent of any Pledged Collateral
(as defined in the Collateral Agreement) required to be delivered pursuant to the applicable Security Documents), are effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable
perfected first priority Lien (subject to Liens permitted by Section 6.02) on all right, title and interest of Holdings, the Intermediate Parents, the Borrower and the applicable Subsidiary Loan Parties, respectively, in the Collateral
described therein. 
 ARTICLE IV 

CONDITIONS 
 SECTION 4.01
Effective Date. The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions shall be satisfied (or waived in accordance with Section 9.02): 

  
 114 













 (a) The Administrative Agent (or its counsel) shall have received from each party hereto
either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this
Agreement) that such party has signed a counterpart of this Agreement. 
 (b) The Administrative Agent shall have received a written opinion
(addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Latham & Watkins LLP, New York counsel for the Loan Parties and Polsinelli PC, Missouri counsel for the Loan Parties. The Borrower hereby requests such
counsel to deliver such opinions. 
 (c) The Administrative Agent shall have received a certificate of each Loan Party, dated the Effective
Date, substantially in the form of Exhibit G-1 with appropriate insertions, executed by any Responsible Officer of such Loan Party, and including or attaching the documents referred to in paragraph
(d) of this Section. 
 (d) The Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan
Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party (other than the Insignificant Subsidiaries for
which certificates shall be delivered to the Administrative Agent within five days after the Effective Date, or such later date as agreed by the Administrative Agent in its reasonable discretion) executing the Loan Documents to which it is a party,
(iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Effective Date by its
secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority
of each Loan Party’s jurisdiction of incorporation, organization or formation. 
 (e) The Administrative Agent shall have received all
fees and other amounts previously agreed in writing by the Joint Bookrunners and Holdings to be due and payable on or prior to the Effective Date, including, to the extent invoiced at least three Business Days prior to the Effective Date (except as
otherwise reasonably agreed by Borrower), reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel)
required to be reimbursed or paid by any Loan Party under any Loan Document. 
 (f) The Collateral and Guarantee Requirement shall have been
satisfied; provided that if, notwithstanding the use by Holdings and the Borrower of commercially reasonable efforts to cause the Collateral and Guarantee Requirement to be satisfied on the Effective Date, the requirements thereof (other than
(a) the execution and delivery of the Guarantee Agreement and the Collateral Agreement by the Loan Parties, (b) creation of and perfection of security interests in the certificated Equity Interests of the Borrower to the extent received
from the Target so long as Holdings used commercially reasonable efforts to obtain such certificates on the Effective Date, and (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in
other assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code) are not satisfied as of the Effective Date, the satisfaction of such requirements shall not be a condition to the
availability of the initial Loans on the Effective Date (but shall be required to be satisfied as promptly as practicable after the Effective Date and in any event within the period specified therefor in Schedule 5.14 or such later date as
the Administrative Agent may reasonably agree). 

  
 115 













 (g) Since June 30, 2016, there has not occurred any event, change, development or
effect that has had or would have a Business Material Adverse Effect (solely for purposes of this clause (g), as such term is defined in the Acquisition Agreement as in effect on November 3, 2016), that results in a failure of a condition of
Borrower’s (or any of its affiliate’s) obligation to consummate the Acquisition pursuant to the terms of the Acquisition Agreement or that gives Borrower (or its affiliates) the right (taking into account any applicable cure provisions) to
terminate Borrower’s (or it’s applicable affiliate’s) obligations under the Acquisition Agreement. 
 (h) The Joint
Bookrunners shall have received the (i) Audited Financial Statements, (ii) Interim Financial Statements, (iii) unaudited consolidated balance sheet as of, and related statement of operations of the Acquired Business (excluding notes
thereto) for the fiscal quarters ended March 31, 2016 and June 30, 2016, in each case prepared in accordance with the Accounting Principles (as defined in the Acquisition Agreement as in effect on November 3, 2016), with the amounts
included therein having been prepared in accordance with GAAP, and (iv) Pro Forma Financial Statements. 
 (i) The Specified Acquisition
Agreement Representations and the Specified Representations shall be accurate in all material respects on and as of the Effective Date; provided that any Specified Representations that are qualified by materiality, Business Material Adverse
Effect or Material Adverse Effect, shall be accurate in all respects on and as of the Effective Date. 
 (j) The Acquisition shall have been
consummated, or substantially simultaneously with the initial funding of Loans on the Effective Date, shall be consummated, in all material respects in accordance with the Acquisition Agreement (without giving effect to any amendments, supplements,
waivers or other modifications to or of the Acquisition Agreement made following November 3, 2016 that are materially adverse to the interests of the Lenders or the Joint Bookrunners in their capacities as such, except to the extent that the
Joint Bookrunners have consented thereto). 
 (k) The Equity Financing shall have been made, or substantially simultaneously with the initial
Borrowings under the Initial Term Facility, shall be made. 
 (l) Substantially simultaneously with the initial Borrowing under the Initial
Term Facility and the consummation of the Acquisition, the Intercompany Termination and the Guarantee Termination shall be consummated. 

(m) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings or the Borrower certifying that
Holdings and its Subsidiaries on a consolidated basis after giving effect to the Transactions are Solvent. 
 (n) The Administrative Agent
and the Joint Bookrunners shall have received, at least two (2) Business Days prior to the Effective Date, all documentation and other information about the Loan Parties that shall have been reasonably requested in writing at least ten
(10) Business Days prior to the Effective Date and that the Administrative Agents or the Joint Bookrunners have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and
anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act. 
 (o) The Borrower shall have
delivered to the Administrative Agent a certificate dated as of the Effective Date, to the effect set forth in Section 4.01(g), (i), (j) and (k). 

SECTION 4.02 Each Credit Event. The obligation of each Revolving Lender to make a Revolving Loan on the occasion of any Revolving
Borrowing, of any Issuing Bank to issue, amend, renew or extend any Letter of Credit, or any Term Loan Lender to make an Incremental Term Loan is subject to the satisfaction of the following conditions (in each case, except as otherwise set forth in
Section 2.18 or Section 2.22): 

  
 116 













 (a) The Borrower shall have delivered: (i) in the case of a Revolving Borrowing or Term
Loan Borrowing, a Borrowing Request to the Administrative Agent as required by Section 2.03, (ii) in the case of the issuance of a Letter of Credit, a notice requesting the issuance of such Letter of Credit to the applicable Issuing Bank and
the Administrative Agent as required by Section 2.24(b), or (iii) in the case of a Swingline Borrowing, a Swingline Borrowing request to the Swingline Lender and the Administrative Agent as required by Section 2.23(a). 

(b) After the Effective Date, the representations and warranties of the Loan Parties set forth in this Agreement and in each of the other Loan
Documents shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Borrowing or the date of
issuance, amendment, renewal or extension of such Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as
though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or, in the case
of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date). 
 (c)
After the Effective Date, at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any
increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. 
 Each
Borrowing after the Effective Date and each issuance, amendment, renewal or extension of a Letter of Credit after the Effective Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters
specified in paragraphs (b) and (c) (in each case, except as otherwise set forth in Section 2.18 and Section 2.22). 
 ARTICLE
V 
 AFFIRMATIVE COVENANTS 

Until the Commitments shall have expired or been terminated, the principal of and interest on each Loan and all fees, expenses and other
amounts (other than contingent amounts not yet due) payable under any Loan Document shall have been paid in full, each of Holdings and the Borrower covenants and agrees with the Lenders that: 

SECTION 5.01 Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of each
Lender: 
 (a) on or before the date on which such financial statements are required or permitted to be filed with the SEC (or, if such
financial statements are not required to be filed with the SEC, on or before the date that is 120 days after the end of such fiscal year (or, (x) in the case of financial statements for the fiscal year ended December 31, 2016, on or before
the date that is 160 days after the end of such fiscal year and (y) in the case of financial statements for the fiscal year ended December 31, 2017, on or before the 2017 Audit Extension Date)), audited consolidated balance sheet and
audited consolidated statements of operations, comprehensive income (loss), stockholders’ equity (or, to the extent such fiscal year ends prior to the Effective Date, parent net investment) and cash flows of the Borrower (or of the Acquired
Business, to the extent such fiscal year ends prior to the Effective Date) as of the end of and for such fiscal year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on
by KPMG LLP, PricewaterhouseCoopers LLP or any other independent public accountants of recognized national standing (without a “going concern” or like 

  
 117 













 qualification or exception and without any qualification or exception as to the scope of such audit (other
than any exception or explanatory paragraph, but not a qualification, that is expressly solely with respect to, or expressly resulting solely from, (A) an upcoming maturity date of any Indebtedness under this Agreement, the Second Lien Facility
or Material Indebtedness occurring within one year from the time such opinion is delivered or (B) any potential inability to satisfy a financial maintenance covenant on a future date or in a future period; provided that any such
exception or explanatory paragraph with respect any actual inability to satisfy the financial covenant in Section 6.10 shall be treated as a Financial Covenant Event of Default)) to the effect that such consolidated financial statements present
fairly in all material respects the financial position and results of operations and cash flows of the Borrower and its Subsidiaries as of the end of and for such year on a consolidated basis in accordance with GAAP consistently applied; 

(b) commencing with the financial statements for the fiscal quarter ending June 30, 2017, on or before the date on which such financial
statements are required or permitted to be filed with the SEC with respect to each of the first three fiscal quarters of each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the
date that is 60 days after the end of each such fiscal quarter (or, (x) in the case of financial statements for the fiscal quarter ending on June 30, 2017 and September 30, 2017, on or before the date that is 90 days after the end of
such fiscal quarter, and (y) in the case of financial statements for the fiscal quarter ending March 31, 2018 and June 30, 2018, on or before the later to occur of (I) the date that is 60 days after the end of such fiscal quarter
and (II) the date that is 30 days after the date on which the Borrower actually delivers to the Administrative Agent, pursuant to Section 5.01(a), the audited financial statements for the fiscal year ending December 31, 2017)),
unaudited consolidated balance sheet and unaudited consolidated statements of operations, comprehensive income (loss) and cash flows of the Borrower (or of the Acquired Business, to the extent such fiscal quarter ends prior to the Effective Date) as
of the end of and for such fiscal quarter (except in the case of cash flows for the fiscal quarters ending June 30, 2017 and September 30, 2017) and the then elapsed portion of the fiscal year, setting forth in each case in comparative
form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year (in each case, other than comparisons to financial statements in prior periods that were not required to be
delivered hereunder), all certified by a Financial Officer as presenting fairly in all material respects the financial position and results of operations and cash flows of the Borrower and the Subsidiaries as of the end of and for such fiscal
quarter (except in the case of cash flows for the fiscal quarters ending June 30, 2017 and September 30, 2017) and such portion of the fiscal year on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and which may exclude the effects of purchase accounting with respect to the Transactions or any Permitted Investment or similar Investment permitted under
this Agreement;”; and 
 (c) simultaneously with the delivery of each set of consolidated financial statements referred to in paragraphs
(a) and (b) above, the related consolidating financial information (which may be unaudited) reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; 

(d) not later than five days after any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial
Officer (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed
calculations in the case of financial statements delivered under paragraph (a) above, beginning with the financial statements for the fiscal year of the Borrower ending December 31, 2018, of Excess Cash Flow for such fiscal year and
(iii) in the case of financial statements delivered under paragraph (a) above, setting forth a reasonably detailed calculation of the Net Proceeds received during the applicable period by or on behalf of the Borrower or any Subsidiary in
respect of any event described in clause (a) of the definition of the term “Prepayment Event” and the portion of such Net Proceeds that has been invested or are intended to be reinvested in accordance with the proviso in
Section 2.09(b); 

  
 118 













 (e) commencing with the fiscal year ending December 31, 2018, not later than 120 days
after the commencement of each fiscal year of the Borrower (or in the case of the fiscal year ending December 31, 2018, on or before the later to occur of (x) the date that is 160 days after the commencement of such fiscal year and
(y) the date that is 30 days after the date on which the Borrower actually delivers to the Admnistrative Agent, pursuant to Section 5.01(a), the audited financial statements for the fiscal year ending December 31, 2017), a detailed
consolidated budget for the Borrower and its Subsidiaries for such fiscal year (including a projected consolidated balance sheet and consolidated statements of projected operations and cash flows as of the end of and for such fiscal year and setting
forth the material assumptions used for purposes of preparing such budget) in the form customarily provided by management of the Borrower (or otherwise provided to the Investors); 

(f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements
(other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered to the Administrative Agent), exhibits to any registration statement and, if applicable, any registration
statement on Form S-8) filed by Holdings, the Borrower or any Subsidiary (or, if the Borrower is a subsidiary of the IPO Entity, the IPO Entity) with the SEC or with any national securities exchange; and 

(g) reasonably promptly following any request therefor, such other information regarding the operations, business affairs and financial
condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing. 

Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may be satisfied with respect to
financial information of the Borrower and its Subsidiaries by furnishing (A) the Form 10-K or 10-Q (or the equivalent), as applicable, of the Borrower (or a parent
company thereof) filed with the SEC or with a similar regulatory authority in a foreign jurisdiction or (B) the applicable financial statements of Holdings (or any Intermediate Parent or any direct or indirect parent of Holdings);
provided that to the extent such information relates to a parent of the Borrower, such information is accompanied by consolidating information, which may be unaudited, that explains in reasonable detail the differences between the information
relating to such parent, on the one hand, and the information relating to the Borrower and its Subsidiaries on a stand-alone basis, on the other hand, and to the extent such information is in lieu of information required to be provided under
paragraph (a) of this Section 5.01, such materials are accompanied by a report and opinion of KPMG LLP, PricewaterhouseCoopers LLP or any other independent registered public accounting firm of nationally recognized standing (without a
“going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit (other than any exception or explanatory paragraph, but not a qualification, that is expressly solely with respect
to, or expressly resulting solely from, (A) an upcoming maturity date of any Indebtedness under this Agreement, the Second Lien Facility or Material Indebtedness occurring within one year from the time such opinion is delivered or (B) any
potential inability to satisfy a financial maintenance covenant on a future date or in a future period; provided that any such exception or explanatory paragraph with respect any actual inability to satisfy the financial covenant in
Section 6.10 shall be treated as a Financial Covenant Event of Default)) to the effect that such consolidated financial statements present fairly in all material respects the financial position and results of operations and cash flows of the
Borrower and its Subsidiaries as of the end of and for such year on a consolidated basis in accordance with GAAP consistently applied. 

  
 119 













 Documents required to be delivered pursuant to paragraphs (a), (b) or (f) (to the extent any
such documents are included in materials otherwise filed with the SEC) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earlier of the date (A) on which the Borrower
posts such documents, or provides a link thereto, on the Borrower’s website on the Internet or (B) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another 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 such documents to the Administrative Agent upon its
reasonable request until a written notice to cease delivering such documents is given by the Administrative Agent and (ii) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such
documents and upon its reasonable request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or maintain
paper copies of the documents referred to above, and each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such documents. 

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Bookrunners will make available to the Lenders
materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Company Materials”) by posting the Company 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, upon
the Administrative Agent’s reasonable request, identify that portion of the Company Materials that may be distributed to the Public Lenders and that (i) all such Company Materials shall be clearly and conspicuously marked
“PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Company Materials “PUBLIC,” the Borrower shall be deemed to have authorized the
Administrative Agent, the Joint Bookrunners and the Lenders to treat such Company Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to
Holdings, the Borrower or their respective securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Company Materials constitute Information, they shall be treated as set forth in
Section 9.12); (iii) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (iv) the Administrative Agent and the Joint
Bookrunners shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” 

SECTION 5.02 Notices of Material Events. Promptly after any Responsible Officer of Holdings or the Borrower obtains actual
knowledge thereof, Holdings or the Borrower will furnish to the Administrative Agent (for distribution to each Lender through the Administrative Agent) written notice of the following: 

(a) the occurrence of any Default; and 

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the
knowledge of a Financial Officer or another executive officer of Holdings or the Borrower, affecting the Borrower or any of its Subsidiaries or the receipt of a written notice of an Environmental Liability or the occurrence of an ERISA Event or a
Foreign Plan Event, in each case either, individually or when combined with other such events, could reasonably be expected to result in a Material Adverse Effect. 

  
 120 













 Each notice delivered under this Section shall be accompanied by a written statement of a Responsible
Officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. 

SECTION 5.03 Information Regarding Collateral. 

(a) Holdings or the Borrower will furnish to the Administrative Agent promptly (and in any event within 60 days or such longer period as
reasonably agreed to by the Administrative Agent) written notice of any change (i) in any Loan Party’s legal name (as set forth in its certificate of organization or like document), or (ii) in the jurisdiction of incorporation or
organization of any Loan Party or in the form of its organization. 
 (b) Not later than five days after delivery of financial statements
pursuant to Section 5.01(a) (or such later date as agreed by the Administrative Agent in its reasonable discretion), Holdings or the Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible Officer of Holdings
or the Borrower (i) setting forth the information required pursuant to Schedules I through IV of the Collateral Agreement or confirming that there has been no change in such information since the Effective Date or the date of the most recent
certificate delivered pursuant to this Section, (ii) identifying any wholly-owned Subsidiary that has become, or ceased to be, a Material Subsidiary during the most recently ended fiscal year and (iii) certifying that all notices required
to be given prior to the date of such certificate by Section 5.03 or 5.11 have been given. 
 SECTION 5.04 Existence; Conduct
of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights,
licenses, permits, privileges, franchises, the patents, copyrights, trademarks, trade names and other Intellectual Property material to the conduct of its business, in each case (other than the preservation of the existence of Holdings and the
Borrower) to the extent that the failure to do so could reasonably be expected to have a Material Adverse Effect, provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under
Section 6.03 or any Disposition permitted by Section 6.05. 
 SECTION 5.05 Payment of Taxes, etc. Holdings and
the Borrower will, and will cause each Restricted Subsidiary to, pay its obligations in respect of Taxes before the same shall become delinquent or in default, except where (i) the validity or amount thereof is being contested in good faith by
appropriate proceedings or (ii) the failure to make payment could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. 

SECTION 5.06 Maintenance of Properties. The Borrower will, and will cause each Restricted Subsidiary to, keep and maintain all
property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, except where the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect. 
 SECTION 5.07 Insurance. 

(a) The Borrower will, and will cause each Restricted Subsidiary to, maintain, with insurance companies that the Borrower believes (in the good
faith judgment of the management of the Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the Borrower believes
(in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its business) and against at least such risks (and with such risk retentions) as the Borrower believes (in the good faith
judgment of the management of the Borrower) are reasonable and prudent in light of the 

  
 121 













 size and nature of its business; and will furnish to the Lenders, upon written request from the
Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance maintained by a Loan Party shall (i) name the Administrative Agent, on behalf of the Lenders, as an additional
insured thereunder as its interests may appear and (ii) in the case of each casualty insurance policy, contain a loss payable/mortgagee clause or endorsement that names Administrative Agent, on behalf of the Lenders, as the loss payee/mortgagee
thereunder. 
 (b) If any portion of the improvements on any Mortgaged Property subject to FEMA rules and regulations is at any time located
in an area identified by FEMA (or any successor agency) as a Special Flood Hazard Area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act
thereto, the “Flood Insurance Laws”), then the Borrower shall, or shall cause the relevant Loan Party to, (i) maintain or cause to be maintained, flood insurance sufficient to comply with all applicable rules and regulations
promulgated pursuant to the Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance, which evidence complies with applicable Flood Insurance Laws and rules and regulations promulgated pursuant thereto. 

SECTION 5.08 Books and Records; Inspection and Audit Rights. The Borrower will, and will cause each Restricted Subsidiary to,
maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial
transactions and matters involving the assets and business of Holdings, the Intermediate Parents, the Borrower or the Restricted Subsidiaries, as the case may be. The Borrower will, and will cause the Restricted Subsidiaries to, permit any
representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with
its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative
Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than one time during any
calendar year absent the existence of an Event of Default, which visitation and inspection shall be at the reasonable expense of the Borrower; provided further, that (a) 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 upon reasonable advance notice and (b) the Administrative
Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. 

SECTION 5.09 Compliance with Laws. The Borrower will, and will cause each Restricted Subsidiary to, comply with its Organizational
Documents and all Requirements of Law with respect to it or its property (including, including without limitation, ERISA, applicable Environmental Laws and any foreign law, rules, regulations and orders of any Governmental Authority that relates to
or governs Foreign Pension Plans as well as the Patriot Act, the FCPA all other applicable anti-corruption laws and applicable Sanctions), except where the failure to do so, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect. 
 SECTION 5.10 Use of Proceeds. The Borrower will use the proceeds of the Loans, together
with cash on hand of the Borrower and its Subsidiaries, on the Effective Date to, directly or indirectly finance a portion of the Transactions. Following the Effective Date, the Borrower and its Subsidiaries will use the proceeds of (i) any
Incremental Loan for working capital or any other purpose not prohibited by this Agreement, (ii) any Credit Agreement Refinancing Indebtedness, applied among the Loans and any Incremental Loans in accordance with the terms of this Agreement and
(iii) Revolving Loans and Swingline Loans will be used for working capital and other general corporate purposes, including the financing of transactions that are not prohibited by the terms of this Agreement (including Investments). 

  
 122 













 SECTION 5.11 Additional Subsidiaries. If any additional Restricted Subsidiary or
Intermediate Parent is formed or acquired after the Effective Date, Holdings or the Borrower will, within 60 days after such newly formed or acquired Restricted Subsidiary or Intermediate Parent is formed or acquired (unless such Subsidiary is an
Excluded Subsidiary), notify the Administrative Agent thereof, and all actions (if any) required to be taken with respect to such newly formed or acquired Subsidiary or Intermediate Parent in order to satisfy the Collateral and Guarantee Requirement
shall have been taken with respect to such Subsidiary or Intermediate Parent and with respect to any Equity Interest in or Indebtedness of such Subsidiary or Intermediate Parent owned by or on behalf of any Loan Party within 60 days after such
notice (or such longer period as the Administrative Agent shall reasonably agree). 
 SECTION 5.12 Further Assurances. 

(a) Each of Holdings and the Borrower will, and will cause each Loan Party to, execute any and all further documents, financing statements,
agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), that may be required under any applicable law and that the
Administrative Agent or the Required Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Loan Parties. 

(b) If, after the Effective Date, any Material Real Property is acquired by the Borrower or any other Loan Party or are held by any Subsidiary
on or after the time it becomes a Loan Party pursuant to Section 5.11 (other than assets constituting Collateral under a Security Document that become subject to the Lien created by such Security Document upon acquisition thereof or
constituting Excluded Assets), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take and
cause the other Loan Parties to take, such actions as shall be necessary and reasonably requested by the Administrative Agent and consistent with the Collateral and Guarantee Requirement to grant and perfect such Liens, including actions described
in paragraph (a) of this Section, all at the expense of the Loan Parties and subject to last paragraph of the definition of the term “Collateral and Guarantee Requirement.” 

SECTION 5.13 Ratings. Each of Holdings and the Borrower will use commercially reasonable efforts to cause (a) the Borrower to
continuously have a public corporate credit rating from each of S&P and Moody’s (but not to maintain a specific rating) and (b) the credit facilities made available under this Agreement to be continuously rated by each of S&P and
Moody’s (but not to maintain a specific rating). 
 SECTION 5.14 Certain Post-Closing Obligations. As promptly as
practicable, and in any event within the time periods after the Effective Date specified in Schedule 5.14 or such later date as the Administrative Agent reasonably agrees to in writing, including to reasonably accommodate circumstances
unforeseen on the Effective Date, Holdings, the Borrower and each other Loan Party shall deliver the documents or take the actions specified on Schedule 5.14 that would have been required to be delivered or taken on the Effective Date but for
the proviso to Section 4.01(f), in each case except to the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of the term “Collateral and Guarantee Requirement.” 

  
 123 













 SECTION 5.15 Designation of Subsidiaries. The Borrower may at any time after the
Effective Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have
occurred and be continuing and (ii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Material Indebtedness. The
designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Borrower’s or its
Subsidiary’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such
Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the
Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. 
 SECTION 5.16 Change in Business.
Holdings, the Borrower and the Restricted Subsidiaries, taken as a whole, will not fundamentally and substantively alter the character of their business, taken as a whole, from the business conducted by them on the Effective Date and other business
activities which are extensions thereof or otherwise incidental, reasonably related or ancillary to any of the foregoing. 

SECTION 5.17 Changes in Fiscal Periods. The Borrower shall not make any change in its fiscal year; provided, however, that
the Borrower may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, the Borrower and the Administrative Agent will, and are hereby
authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year. 

SECTION 5.18 Quarterly Lender Calls. To the extent requested by the Administrative Agent, the Borrower shall conduct quarterly
conference calls with management of the Borrower and the Lenders (at such times as reasonably agreed by the Borrower and the Administrative Agent) to discuss the financial performance of the Borrower and the Restricted Subsidiaries. Without limiting
the foregoing, not later than May 31, 2018, the Borrower shall conduct a conference call with management of the Borrower and the Lenders to discuss the financial performance of the Borrower and the Restricted Subsidiaries for the fiscal quarter
ending March 31, 2018. 
 ARTICLE VI 

NEGATIVE COVENANTS 
 Until the
Commitments have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable (other than contingent amounts not yet due) under any Loan Document have been paid in full, each of Holdings
and the Borrower covenants and agrees with the Lenders that: 
 SECTION 6.01 Indebtedness; Certain Equity Securities. 

(a) Holdings and the Borrower will not, and will not permit any Restricted Subsidiary or Intermediate Parent to, create, incur, assume or
permit to exist any Indebtedness, except: 
 (i) Indebtedness of Holdings, the Intermediate Parents, the Borrower and the
Restricted Subsidiaries under the Loan Documents (including any Indebtedness incurred pursuant to Section 2.18, 2.19 or 2.22); 

  
 124 













 (ii) Indebtedness (A) outstanding on the date hereof and listed on
Schedule 6.01 and any Permitted Refinancing thereof, (B) that is intercompany Indebtedness outstanding on the date hereof and any Permitted Refinancing thereof, and (C) of the Loan Parties under the Second Lien Facility not to
exceed at any time outstanding, in the case of this clause (C), the maximum amount permitted to be incurred thereunder pursuant to the terms of the Second Lien Credit Agreement as in effect on the date hereof, and any Permitted Refinancing thereof;
provided that any Permitted Refinancing of Indebtedness described in this clause (C) shall be deemed outstanding under the Second Lien Credit Agreement for purposes of the cap set forth in this clause (C); 

(iii) Guarantees by Holdings, any Intermediate Parent, the Borrower and the Restricted Subsidiaries in respect of Indebtedness
of the Borrower or any Restricted Subsidiary otherwise permitted hereunder; provided that (A) such Guarantee is otherwise permitted by Section 6.04, (B) no Guarantee by any Restricted Subsidiary of any Junior Financing shall be
permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Loan Document Obligations pursuant to the Guarantee Agreement and (C) if the Indebtedness being Guaranteed is subordinated to the Loan Document Obligations,
such Guarantee shall be subordinated to the Guarantee of the Loan Document Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; 

(iv) Indebtedness of Holdings, any Intermediate Parent, the Borrower or of any Restricted Subsidiary owing to any other
Restricted Subsidiary, the Borrower, Holdings or any Intermediate Parent to the extent permitted by Section 6.04; provided that all such Indebtedness of any Loan Party owing to any Restricted Subsidiary that is not a Loan Party shall be
subordinated to the Loan Document Obligations (to the extent any such Indebtedness is outstanding at any time after the date that is 30 days after the Effective Date or such later date as the Administrative Agent may reasonably agree) (but only to
the extent permitted by applicable law and not giving rise to material adverse Tax consequences) on terms (A) at least as favorable to the Lenders as those set forth in the form of intercompany note attached as Exhibit H or
(B) otherwise reasonably satisfactory to the Administrative Agent; 
 (v) (A) Indebtedness (including Capital Lease
Obligations) of the Borrower or any of the Restricted Subsidiaries financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred concurrently with or within
270 days after the applicable acquisition, construction, repair, replacement or improvement, and (B) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clause (A); provided further, that, at the time of
any such incurrence of Indebtedness and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Indebtedness, other than Capital Lease Obligations, that is outstanding in reliance on this clause
(v) shall not exceed the greater of $62,500,000 and 25.0% of Consolidated EBITDA for the most recently ended Test Period as of such time; 

(vi) Indebtedness in respect of (A) Swap Agreements entered into to hedge or mitigate risks to which Holdings, any
Intermediate Parent, the Borrower or any Restricted Subsidiary has actual exposure (other than those in respect of shares of capital stock or other Equity Interests of Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary) and
(B) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or
investment of Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary; 

  
 125 













 (vii) (A) Indebtedness of any Person that becomes a Restricted
Subsidiary (or of any Person not previously a Restricted Subsidiary that is merged or consolidated with or into the Borrower or a Restricted Subsidiary) after the date hereof as a result of a Permitted Acquisition or other similar Investment
permitted under Section 6.04, or Indebtedness of any Person that is assumed by the Borrower or any Restricted Subsidiary in connection with an acquisition of assets by the Borrower or such Restricted Subsidiary in a Permitted Acquisition or
other similar Investment permitted under Section 6.04; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition or other similar Investment; provided further that either (I) if such
Indebtedness is unsecured, the Interest Coverage Ratio after giving Pro Forma Effect to the assumption of such Indebtedness and such Permitted Acquisition or other similar Investment is equal to or greater than either (x) 2.00:1.00 or (y) the
Interest Coverage Ratio immediately prior to the assumption of such Indebtedness and such Permitted Acquisition for the most recently ended Test Period as of such time or (II) if such Indebtedness is unsecured or is secured by a Lien permitted
under Section 6.02, the Total Leverage Ratio after giving Pro Forma Effect to the assumption of such Indebtedness and such Permitted Acquisition or other similar Investment is less than or equal to either (x) 5.80 to 1.00 or (y) the Total
Leverage Ratio immediately prior to the assumption of such Indebtedness and such Permitted Acquisition or other similar Investment for the most recently ended Test Period as of such time and (B) any Permitted Refinancing of Indebtedness
incurred pursuant to the foregoing clause (A); provided that the aggregate principal amount of Indebtedness of which the primary obligor or a guarantor is a Restricted Subsidiary that is not a Loan Party outstanding in reliance on this clause
(vii) and clauses (xiv), (xix) and (xxiv) below shall not exceed, at the time of incurrence thereof and after giving Pro Forma Effect thereto, the greater of $50,000,000 and 20% of Consolidated EBITDA for the most recently ended Test
Period as of such time. 
 (viii) Indebtedness in respect of Permitted Receivables Financings; 

(ix) Indebtedness representing deferred compensation to employees of Holdings, any Intermediate Parent, the Borrower and the
Restricted Subsidiaries incurred in the ordinary course of business; 
 (x) Indebtedness consisting of unsecured promissory
notes issued by any Loan Party to current or former officers, directors and employees or their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests in Holdings (or any direct or indirect parent
thereof) permitted by Section 6.08(a); 
 (xi) Indebtedness constituting indemnification obligations or obligations in
respect of purchase price or other similar adjustments (including “earn-outs”) incurred in a Permitted Acquisition, any other Investment or any Disposition, in each case permitted under this Agreement; 

(xii) Indebtedness consisting of obligations under deferred compensation or other similar arrangements incurred in connection
with the Transactions or any Permitted Acquisition or other similar Investment permitted hereunder; 
 (xiii) Cash Management
Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements and Indebtedness arising from the honoring of a bank or other financial institution of a check, draft or similar instrument drawn
against insufficient funds in the ordinary course of business; 

  
 126 













 (xiv) Indebtedness of the Borrower and the Restricted Subsidiaries (which,
for the avoidance of doubt, may be secured to the extent permitted by the provisions of Section 6.02); provided that at the time of the incurrence thereof and after giving Pro Forma Effect thereto, the aggregate principal amount of
Indebtedness outstanding in reliance on this clause (xiv) shall not exceed the greater of $125,000,000 and 50% of Consolidated EBITDA for the most recently ended Test Period as of such time; provided further, that the aggregate principal
amount of Indebtedness of which the primary obligor or a guarantor is a Restricted Subsidiary that is not a Loan Party outstanding in reliance on this clause (xiv), clause (vii) above and clauses (xix) and (xxiv) below shall not exceed, at
the time of incurrence thereof and after giving Pro Forma Effect thereto, the greater of $50,000,000 and 20% of Consolidated EBITDA for the most recently ended Test Period as of such time; 

(xv) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case in the ordinary course of business; 

(xvi) (A) Indebtedness incurred by the Borrower or any of the Restricted Subsidiaries in respect of letters of credit,
bank guarantees, bankers’ acceptances or similar instruments issued or created, or related to obligations or liabilities incurred, in the ordinary course of business, including in respect of workers compensation claims, health, disability or
other employee benefits or property, casualty or liability insurance or self-insurance or other reimbursement-type obligations regarding workers compensation claims and (B) Indebtedness of the Borrower or any of the Restricted Subsidiaries as
an account party in respect of letters of credit, bank guarantees or similar instruments in favor of suppliers or trade creditors issued in the ordinary course of business; provided that the aggregate principal amount of Indebtedness
outstanding in reliance on this sub-clause (B) shall not exceed, at the time of incurrence thereof and after giving Pro Forma Effect thereto, the greater of $37,500,000 and 15% of Consolidated EBITDA for
the most recently ended Test Period as of such time; 
 (xvii) obligations in respect of performance, bid, appeal and surety
bonds and performance, bankers’ acceptance facilities and completion guarantees and similar obligations provided by the Borrower or any of the Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar
instruments related thereto, in each case in the ordinary course of business or consistent with past practice; 
 (xviii)
unsecured Indebtedness of Holdings or any Intermediate Parent (“Permitted Holdings Debt”) (A) that is not subject to any Guarantee by any subsidiary thereof, (B) that will not mature prior to the date that is 91 days after the
Latest Maturity Date in effect on the date of issuance or incurrence thereof, (C) that has no scheduled amortization or payments, repurchases or redemptions of principal (it being understood that such Indebtedness may have mandatory prepayment,
repurchase or redemption provisions satisfying the requirements of clause (E) below), (D) that permits payments of interest or other amounts in respect of the principal thereof to be paid in kind rather than in cash, (E) that has mandatory
prepayment, repurchase or redemption, covenant, default and remedy provisions customary for senior or senior subordinated discount notes of an issuer that is the parent of a borrower under senior secured credit facilities, and in any event, with
respect to covenant, default and remedy provisions, no more restrictive (taken as a whole) than those set forth in this Agreement (other than provisions customary for senior or senior subordinated discount notes of a holding company);
provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the issuance or incurrence of such Indebtedness, together with a reasonably detailed description of the material
terms and conditions of such Indebtedness or drafts of the documentation relating 

  
 127 













 
thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions
satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees) and
(F) that is subordinated in right of payment to its Guarantee under the Guarantee Agreement; provided further, that any such Indebtedness shall constitute Permitted Holdings Debt only if immediately after giving effect to the issuance or
incurrence thereof, no Event of Default shall have occurred and be continuing; 
 (xix) (A) unsecured Indebtedness of
the Borrower or any of the Restricted Subsidiaries; provided that after giving effect to the incurrence of such Indebtedness on a Pro Forma Basis, either (i) the Interest Coverage Ratio is greater than or equal to (1) 2.00 to 1.00 or
(2) solely to the extent such unsecured Indebtedness is incurred in connection with a Permitted Acquisition or other similar Investment permitted under Section 6.04, the Interest Coverage Ratio immediately prior to the incurrence of such
Indebtedness and such Permitted Acquisition or other similar Investment for the most recently ended Test Period as of such time or (ii) the Total Leverage Ratio is less than or equal to (1) 5.80 to 1.00 or (2) solely to the extent such
unsecured Indebtedness is incurred in connection with a Permitted Acquisition or other similar Investment permitted under Section 6.04, the Total Leverage Ratio immediately prior to the incurrence of such Indebtedness and such Permitted
Acquisition or other similar Investment for the most recently ended Test Period as of such time and (B) any Permitted Refinancing of Indebtedness incurred pursuant to the foregoing clause (A); provided further, that (i) such
Indebtedness complies with the Required Additional Debt Terms and (ii) the aggregate principal amount of Indebtedness of which the primary obligor or a guarantor is a Restricted Subsidiary that is not a Loan Party outstanding in reliance on
this clause (xix), clauses (vii) and (xiv) above and clause (xxiv) below shall not exceed, at the time of incurrence thereof and after giving Pro Forma Effect thereto, the greater of $50,000,000 and 20% of Consolidated EBITDA for the most
recently ended Test Period as of such time; 
 (xx) Indebtedness supported by a letter of credit or bank guaranty issued
under this Agreement or otherwise permitted to be issued hereunder to the extent the Borrower or any Restricted Subsidiary is the account party, in a principal amount not to exceed the face amount of such letter of credit; 

(xxi) Permitted Unsecured Refinancing Debt and any Permitted Refinancing thereof; 

(xxii) Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, and any Permitted Refinancing
thereof; 
 (xxiii) (A) Indebtedness of the Borrower issued in lieu of any Incremental Term Facility consisting of
(i) secured or unsecured bonds, notes or debentures (which bonds, notes or debentures, if secured, may be secured by Liens having equal priority with, or junior priority relative to, the Liens on the Collateral securing the Secured Obligations
(but without regard to control of remedies)) or (ii) secured or unsecured loans (which loans, if secured, must be secured by Liens having a junior priority relative to the Liens on the Collateral securing the Secured Obligations);
provided that (i) the aggregate principal amount of all such Indebtedness issued pursuant to this clause shall not exceed the Incremental Cap, (ii) all such Indebtedness shall be considered Consolidated First Lien Debt (whether or
not so secured) for purposes of this clause, the determination of the “Incremental Cap” amount and Section 2.18, (iii) such Indebtedness complies with the Required Additional Debt Terms and (iv) the condition set forth in clause
(A) of the proviso in Section 2.18(a) shall have been complied with as if such Indebtedness was an 

  
 128 













 
Incremental Loan and (B) any Permitted Refinancing of Indebtedness incurred pursuant to the foregoing clause (A) (provided that, for the avoidance of doubt, any such Permitted
Refinancing (x) shall continue to constitute a utilization of the incurrence capacity set forth in clause (A) and (y) shall continue to be considered Consolidated First Lien Debt (whether or not so secured) for purposes of clause
(A) and Section 2.18; 
 (xxiv) (A) Indebtedness of the Borrower or any of the Restricted Subsidiaries
consisting of (i) secured bonds, notes or debentures (which bonds, notes or debentures, in the case of Indebtedness incurred by a Loan Party, must be secured by Liens having a junior priority relative to the Liens on the Collateral securing the
Secured Obligations) or (ii) secured loans (which, in the case of Indebtedness incurred by a Loan Party, such loans must be secured by Liens having a junior priority relative to the Liens on the Collateral securing the Secured Obligations);
provided that (i) after giving effect to the incurrence of such Indebtedness on a Pro Forma Basis, the Secured Leverage Ratio (or in the case of Indebtedness incurred by Restricted Subsidiaries that are not Loan Parties, the Total
Leverage Ratio) is less than or equal to (1) 5.80 to 1.00 or (2) solely to the extent such secured Indebtedness is incurred in connection with a Permitted Acquisition or other similar Investment permitted under Section 6.04 and, other than
the case of Indebtedness incurred by a non-Loan Party, is secured by liens on Collateral junior to the liens securing the Obligations and the liens securing obligations arising under the Second Lien Facility
(to the extent the Second Lien Facility is then outstanding) and/or any other second lien facility entered into as a replacement of or in connection with the refinancing (in full or in part) of the Second Lien Facility, the Secured Leverage Ratio
(or in the case of Indebtedness incurred by Restricted Subsidiaries that are not Loan Parties, the Total Leverage Ratio) immediately prior to the incurrence of such Indebtedness and such Permitted Acquisition or Investment for the most recently
ended Test Period as of such time, (ii) such Indebtedness complies with the Required Additional Debt Terms and (iii) if such Indebtedness is incurred by a Loan Party, a Senior Representative acting on behalf of the holders of such
Indebtedness shall have entered into the Closing Date Intercreditor Agreement and, if applicable, a customary Intercreditor Agreement substantially consistent with the Closing Date Intercreditor Agreement pursuant to which, among other things, the
Liens securing such Indebtedness are subordinated to the Liens securing the Secured Obligations, and (iv) any such Indebtedness shall constitute the incurrence of (and, for the avoidance of doubt, comply with the conditions related to)
Incremental Equivalent Debt, and (B) any Permitted Refinancing of Indebtedness incurred pursuant to the foregoing clause (A); provided, further, that the aggregate principal amount of Indebtedness of which the primary obligor or a
guarantor is a Restricted Subsidiary that is not a Loan Party outstanding in reliance on this clause (xxiv) and clauses (vii), (xiv) and (xix) above shall not exceed, at the time of incurrence thereof and after giving Pro Forma Effect
thereto, the greater of $50,000,000 and 20% of Consolidated EBITDA for the most recently ended Test Period as of such time;  

(xxv) Indebtedness of any Restricted Subsidiary that is not a Loan Party; provided that (A) the aggregate principal
amount of Indebtedness outstanding in reliance on this clause (xxv) shall not exceed, at the time of incurrence thereof and after giving Pro Forma Effect thereto, the greater of $25,000,000 and 10% of Consolidated EBITDA for the most recently
ended Test Period as of such time and (B) to the extent such Indebtedness is secured, it is secured only by liens on assets of Restricted Subsidiaries that are not Loan Parties and such Liens are otherwise permitted pursuant to
Section 6.02; 
 (xxvi) Indebtedness of the Borrower or any Restricted Subsidiary in an aggregate principal amount not
greater than the Available Equity Amount that is Not Otherwise Applied at the time of incurrence; 

  
 129 













 (xxvii) Indebtedness in the form of Capital Lease Obligations arising out of
any Sale Leaseback and any Permitted Refinancing thereof; 
 (xxviii) all premiums (if any), interest (including
post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xxvii) above. 

(b) Holdings and each Intermediate Parent will not create, incur, assume or permit to exist any Indebtedness except Indebtedness created under
subsections (i), (ii)(C), (iii), (iv), (vi), (ix), (x), (xi), (xii), (xiii) and (xviii) of this Section 6.01(a) and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent
interest on obligations described in the foregoing clauses. 
 (c) Neither Holdings nor the Borrower will, nor will they permit any
Restricted Subsidiary or Intermediate Parent to, issue any preferred Equity Interests or any Disqualified Equity Interests, except (A) in the case of Holdings, preferred Equity Interests that are Qualified Equity Interests and (B) in the
case of the Borrower or any Restricted Subsidiary or Intermediate Parent, preferred Equity Interests or Disqualified Equity Interests issued to and held by Holdings, the Borrower or any Restricted Subsidiary. 

For purposes of determining compliance with this Section 6.01, in the event that an item of Indebtedness meets the criteria of more than
one of the categories of Indebtedness described in clauses (i) through (xxvii) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof)
and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses, including for the avoidance of doubt classification and reclassifications within and between clauses (a) through (c) of the
definition of Incremental Cap; provided that all Indebtedness outstanding under the Loan Documents or under the Second Lien Facility will be deemed to have been incurred in reliance only on the applicable exception in clause (i) and
clause (ii)(C), respectively. 
 SECTION 6.02 Liens. Neither Holdings nor the Borrower will, nor will they permit any Restricted
Subsidiary or Intermediate Parent to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except: 

(i) Liens created under the Loan Documents; 

(ii) Permitted Encumbrances; 

(iii) (A) Liens existing on Effective Date; provided that any Lien securing Indebtedness or other obligations in
excess of $2,500,000 individually shall only be permitted if set forth on Schedule 6.02, and any modifications, replacements, renewals or extensions thereof; provided that (1) such modified, replacement, renewal or extension Lien
does not extend to any additional property other than (a) after-acquired property that is affixed or incorporated into the property covered by such Lien and (b) proceeds and products thereof, and (2) the obligations secured or
benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01, and (B) Liens on the Collateral securing Indebtedness permitted under Section 6.01(ii)(C), provided that, in the case of this
clause (B), such Liens shall be junior to the Liens securing the Secured Obligations pursuant to the Closing Date Intercreditor Agreement; 

  
 130 













 (iv) Liens securing Indebtedness permitted under Section 6.01(a)(v) or
(xxvii); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not
at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds
and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease
Obligations; provided further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; 

(v) leases, licenses, subleases, sublicenses or easement interests granted to others that do not (A) interfere in any
material respect with the business of Holdings, the Intermediate Parents, the Borrower and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness; 

(vi) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in
connection with the importation of goods; 
 (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff)
and that are within the general parameters customary in the banking industry; 
 (viii) Liens (A) on cash advances or
escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with
respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any
property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; 

(ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such
Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01; 

(x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted
Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; 

(xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such
Person becomes a Restricted Subsidiary, in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of
such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subject to a Lien
securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property, it being
understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or
(vii); 

  
 131 













 (xii) any interest or title of a lessor under leases (other than leases
constituting Capital Lease Obligations) entered into by any of the Borrower or any of the Restricted Subsidiaries in the ordinary course of business; 

(xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of
goods by any of the Borrower or any of the Restricted Subsidiaries in the ordinary course of business; 
 (xiv) Liens deemed
to exist in connection with Investments in repurchase agreements under clause (e) of the definition of the term “Permitted Investments”; 

(xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity
trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; 

(xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not
given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate
Parent, the Borrower and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; 

(xvii) ground leases and other encumbrances in respect of real property (and interests therein) on which facilities owned,
leased, subleased or licensed by the Borrower or any of the Restricted Subsidiaries are located; 
 (xviii) Liens on
insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; 
 (xix) Liens
(A) on the Collateral securing Permitted First Priority Refinancing Debt, (B) on the Collateral securing Permitted Second Priority Refinancing Debt, (C) on the Collateral securing Incremental Equivalent Debt and Permitted Refinancings
thereof and (D) on the Collateral securing Indebtedness permitted under Section 6.01(a)(xxiv); 
 (xx) other Liens;
provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause
(xx) shall not exceed the greater of $37,500,000 and 15% of Consolidated EBITDA for the Test Period then last ended; 

(xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or
discharge is permitted hereunder; 
 (xxii) receipt of progress payments and advances from customers in the ordinary course
of business to the extent the same creates a Lien on the related inventory and proceeds thereof; 

  
 132 













 (xxiii) Liens on cash or Permitted Investments securing Swap Agreements in
the ordinary course of business submitted for clearing in accordance with applicable Requirements of Law; and 
 (xxiv) Liens
on deposits taken by a Restricted Subsidiary that constitutes a regulated bank incurred in connection with the taking of such deposits. 

For purposes of determining compliance with this Section 6.02, in the event that any Lien meets the criteria of more than one of the
categories of Liens described in clauses (i) through (xxiv) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such Lien (or any portion thereof) and will only be required to
include the amount and type of such Lien in one or more of the above clauses; provided that all Liens securing the Secured Obligations and all Liens securing the indebtedness outstanding under the Second Lien Credit Agreement will be deemed
to have been incurred in reliance only on the applicable exception in clause (i) and clause (iii)(B), respectively. 

SECTION 6.03 Fundamental Changes. 

(a) Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Parent to, merge into or consolidate
or amalgamate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that: 

(i) any Restricted Subsidiary may merge with (A) the Borrower; provided that the Borrower shall be the continuing
or surviving Person or (B) one or more other Restricted Subsidiaries; provided that when any Subsidiary Loan Party is merging or amalgamating with another Restricted Subsidiary either (1) the continuing or surviving Person shall be
a Subsidiary Loan Party or (2) if the continuing or surviving Person is not a Subsidiary Loan Party, the acquisition of such Subsidiary Loan Party by such surviving Restricted Subsidiary is permitted under Section 6.04; 

(ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Borrower determines in good faith that
such action is in the best interests of Holdings, the Intermediate Parents, the Borrower and the Restricted Subsidiaries and is not materially disadvantageous to the Lenders; 

(iii) any Restricted Subsidiary may make a Disposition of all or substantially all of its assets (upon voluntary liquidation or
otherwise) to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then either (A) the transferee must be a Loan Party, (B) to the extent constituting an Investment, such Investment
must be an Investment in a Restricted Subsidiary that is not a Loan Party permitted by Section 6.04 or (C) to the extent constituting a Disposition to a Restricted Subsidiary that is not a Loan Party, such Disposition is for Fair Market
Value and any promissory note or other non-cash consideration received in respect thereof is an Investment in a Restricted Subsidiary that is not a Loan Party permitted by Section 6.04; 

(iv) the Borrower may merge, amalgamate or consolidate with any other Person; provided that (A) the Borrower shall
be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity
organized or existing under the laws of the United States or any political subdivision thereof, (2) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the
Borrower is a party pursuant to a supplement hereto or 

  
 133 













 
thereto in form and substance reasonably satisfactory to the Administrative Agent, (3) each Loan Party other than the Borrower, unless it is the other party to such merger or consolidation,
shall have reaffirmed, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, that its Guarantee of, and grant of any Liens as security for, the Secured Obligations shall apply to the Successor
Borrower’s obligations under this Agreement and (4) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer and an opinion of counsel, each stating that such merger, amalgamation or
consolidation complies with this Agreement; provided further, that (x) if such Person is not a Loan Party, no Event of Default exists after giving effect to such merger or consolidation and (y) if the foregoing requirements are
satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement and the other Loan Documents; provided further, that the Borrower agrees to provide any documentation and other information about the
Successor Borrower as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your
customer” and anti-money laundering rules and regulations, including Title III of the USA Patriot Act; 
 (v) Holdings
or any Intermediate Parent may merge, amalgamate or consolidate with any other Person (other than the Borrower), so long as no Event of Default exists after giving effect to such merger, amalgamation or consolidation; provided that
(A) Holdings or Intermediate Parent, as applicable, shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Holdings or Intermediate Parent, as
applicable, or is a Person into which Holdings or Intermediate Parent, as applicable, has been liquidated (any such Person, the “Successor Holdings”), (1) the Successor Holdings shall expressly assume all the obligations of Holdings
or Intermediate Parent, as applicable, under this Agreement and the other Loan Documents to which Holdings or Intermediate Parent, as applicable, is a party pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to
the Administrative Agent, (2) each Loan Party other than Holdings or Intermediate Parent, as applicable, unless it is the other party to such merger, amalgamation or consolidation, shall have reaffirmed, pursuant to an agreement in form and
substance reasonably satisfactory to the Administrative Agent, that its Guarantee of and grant of any Liens as security for the Secured Obligations shall apply to the Successor Holdings’ obligations under this Agreement, (3) the Successor
Holdings shall, immediately following such merger, amalgamation or consolidation, directly or indirectly own all Subsidiaries owned by Holdings or Intermediate Parent, as applicable, immediately prior to such transaction, (4) Holdings or
Intermediate Parent, as applicable, shall have delivered to the Administrative Agent a certificate of a Responsible Officer and an opinion of counsel, each stating that such merger or consolidation complies with this Agreement and (5) Holdings
or such Intermediate Parent, as applicable, may not merge, amalgamate or consolidate with any Subsidiary Loan Party if any Permitted Holdings Debt is then outstanding unless, after giving effect to such merger, amalgamation or consolidation, the
Interest Coverage Ratio is greater than 2.00 to 1.00 on a Pro Forma Basis; provided further, that if the foregoing requirements are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings or Intermediate Parent, as
applicable, under this Agreement and the other Loan Documents; provided further, that the Borrower agree to provide any documentation and other information about the Successor Holdings as shall have been reasonably requested in writing by any
the Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including Title III
of the USA Patriot Act; 

  
 134 













 (vi) any Restricted Subsidiary may merge, consolidate or amalgamate with any
other Person in order to effect an Investment permitted pursuant to Section 6.04; provided that the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of the Restricted Subsidiaries, shall have
complied with the requirements of Sections 5.11 and 5.12; 
 (vii) Holdings, the Borrower and the Restricted Subsidiaries may
consummate the Transactions; and 
 (viii) any Restricted Subsidiary may effect a merger, dissolution, liquidation
consolidation or amalgamation to effect a Disposition permitted pursuant to Section 6.05. 
 SECTION 6.04 Investments, Loans,
Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Parent to, make or hold any Investment, except: 

(a) Permitted Investments at the time such Permitted Investment is made; 

(b) loans or advances to officers, directors and employees of Holdings, the Intermediate Parents, the Borrower and the Restricted Subsidiaries
(i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests in Holdings (or any direct or indirect
parent thereof) (provided that the amount of such loans and advances made in cash to such Person shall be contributed to the Borrower in cash as common equity or Qualified Equity Interests) and (iii) for purposes not described in the
foregoing clauses (i) and (ii); provided that at the time of incurrence thereof and after giving Pro Forma Effect thereto, the aggregate principal amount outstanding in reliance on this clause (iii) shall not to exceed $10,000,000;

 (c) Investments by Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary in any of Holdings, any Intermediate
Parent, the Borrower or any Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result
therefrom; 
 (d) Investments consisting of prepayments to suppliers in the ordinary course of business; 

(e) Investments consisting of extensions of trade credit in the ordinary course of business; 

(f) Investments (i) existing or contemplated on the date hereof and set forth on Schedule 6.04(f) and any modification,
replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the date hereof by Holdings, the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or
extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 6.04(f) or as otherwise permitted by this Section 6.04; 

(g) Investments in Swap Agreements permitted under Section 6.01; 

(h) promissory notes and other non-cash consideration received in connection with Dispositions
permitted by Section 6.05; 
 (i) Permitted Acquisitions; 

(j) Investments made in connection with the Transactions; 

  
 135 













 (k) Investments in the ordinary course of business consisting of endorsements for collection
or deposit and customary trade arrangements with customers consistent with past practices; 
 (l) Investments (including debt obligations and
Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers, from financially troubled account debtors or in settlement of delinquent obligations of, or other disputes with, customers and suppliers or
upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; 
 (m) loans
and advances by Holdings, the Borrower or any Restricted Subsidiary to any direct or indirect parent of Holdings in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect
thereof), Restricted Payments to the extent permitted to be made by Holdings to such parent in accordance with Section 6.08(a); 
 (n)
other Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of all Investments made in reliance on this clause (n) together with the aggregate
amount of all consideration paid in connection with all other acquisitions made in reliance on this clause (n) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other acquisition), shall not exceed the
sum of (A) the greater of $95,000,000 and 38% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) so long as immediately after giving
effect to any such Investment no Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing, the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such
Investment, plus (C) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; 

(o) [reserved]; 
 (p) advances of
payroll payments to employees in the ordinary course of business; 
 (q) Investments and other acquisitions to the extent that payment for
such Investments is made with Qualified Equity Interests of Holdings (or any direct or indirect parent thereof or the IPO Entity); provided that (i) such amounts used pursuant to this clause (q) shall not increase the Available
Equity Amount and (ii) any amounts used for such an Investment or other acquisition that are not Qualified Equity Interests of Holdings (or any direct or indirect parent thereof or the IPO Entity) shall otherwise be permitted pursuant to this
Section 6.04; 
 (r) Investments of a Subsidiary acquired after the Effective Date or of a Person merged or consolidated with any
Subsidiary in accordance with this Section and Section 6.03 after the Effective Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on
the date of such acquisition, merger or consolidation; 
 (s) non-cash Investments in connection with
tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; 

(t) Investments consisting of Liens, Indebtedness, fundamental changes, Dispositions, Restricted Payments and Restricted Debt Payments
permitted (other than by reference to this Section 6.04(t)) under Sections 6.02, 6.01, 6.03, 6.05, 6.08(a) and 6.08(b), respectively; 

  
 136 













 (u) additional Investments; provided that after giving effect to such Investment
(A) on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 4.80 to 1.00 and (B) there is no continuing Event of Default; 

(v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service
providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; 
 (w) to the extent that they
constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of
business; 
 (x) Investments in Subsidiaries in the form of receivables and related assets required in connection with a Permitted
Receivables Financing (including the contribution or lending of cash and cash equivalents to Subsidiaries to finance the purchase of such assets from the Borrower or other Restricted Subsidiaries or to otherwise fund required reserves); and 

(y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted
Subsidiary pursuant to the definition of “Unrestricted Subsidiary.” 
 For purposes of determining compliance with this
Section 6.04, with respect to any Investment initially made in reliance on a dollar-based criteria described in clauses (a) through (y) above in any Person that is not a Restricted Subsidiary at the time of, or after giving effect to, the
making of such Investment, the Borrower may, in its sole discretion, reclassify such Investment (or any portion thereof) to clause (i) of this Section 6.04 upon such Person becoming a Restricted Subsidiary. 

SECTION 6.05 Asset Sales. (a) Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary or
Intermediate Parent, to, (i) sell, transfer, lease, license or otherwise dispose of any asset, including any Equity Interest owned by it or (ii) permit any Restricted Subsidiary to issue any additional Equity Interest in such Restricted
Subsidiary (other than issuing directors’ qualifying shares, nominal shares issued to foreign nationals to the extent required by applicable Requirements of Law and other than issuing Equity Interests to Holdings, the Borrower or a Restricted
Subsidiary in compliance with Section 6.04(c)) (each, a “Disposition”), except: 
 (a) Dispositions of obsolete or worn
out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful, or economically practicable to maintain, in the conduct of the business of Holdings, any Intermediate
Parent, the Borrower and the Restricted Subsidiaries (including allowing any registration or application for registration of any Intellectual Property that is no longer used or useful, or economically practicable to maintain, to lapse or go
abandoned); 
 (b) Dispositions of inventory and other assets in the ordinary course of business; 

(c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar
replacement property or (ii) an amount equal to the Net Proceeds of such Disposition are promptly applied to the purchase price of such replacement property; 

  
 137 













 (d) Dispositions of property to the Borrower or a Restricted Subsidiary; provided
that if the transferor in such a transaction is a Loan Party, then either (i) the transferee must be a Loan Party, (ii) to the extent constituting an Investment, such Investment must be an Investment in a Restricted Subsidiary that is not
a Loan Party permitted by Section 6.04 or (iii) to the extent constituting a Disposition to a Restricted Subsidiary that is not a Loan Party, such Disposition is for Fair Market Value and any promissory note or other non-cash consideration received in respect thereof is an Investment in a Restricted Subsidiary that is not a Loan Party permitted by Section 6.04; 

(e) Dispositions permitted by Section 6.03, Investments permitted by Section 6.04, Restricted Payments permitted by
Section 6.08(a), Restricted Debt Payments permitted by Section 6.08(b) and Liens permitted by Section 6.02, in each case, other than by reference to this Section 6.05(e); 

(f) [reserved]; 
 (g) Dispositions
of Permitted Investments; 
 (h) Dispositions of (A) accounts receivable in connection with the collection or compromise thereof
(including sales to factors or other third parties) and (B) receivables and related assets pursuant to any Permitted Receivables Financing; 

(i) leases, subleases, licenses or sublicenses, in each case in the ordinary course of business and that do not materially interfere with the
business of Holdings, the Intermediate Parents, the Borrower and the Restricted Subsidiaries, taken as a whole; 
 (j) transfers of property
subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; 
 (k) Dispositions of property to Persons other than
Holdings, the Borrower or any of the Restricted Subsidiaries (including (x) the sale or issuance of Equity Interests in a Restricted Subsidiary and (y) any Sale Leaseback) not otherwise permitted under this Section 6.05;
provided that (i) such Disposition is made for Fair Market Value and (ii) with respect to any Disposition pursuant to this clause (k) for a purchase price in excess of $25,000,000 for any transaction or series of related
transactions, the Borrower or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided, however, that for the purposes of this clause (ii), (A) any liabilities (as
shown on the most recent balance sheet of the Borrower provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the Loan
Document Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which Holdings, any Intermediate Parent, the Borrower and the Restricted Subsidiaries shall have been validly released by all applicable
creditors in writing, shall be deemed to be cash, (B) any securities received by Holdings, any Intermediate Parent the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary
into cash or Permitted Investments (to the extent of the cash or Permitted Investments received) within 180 days following the closing of the applicable Disposition, shall be deemed to be cash and (C) any Designated Non-Cash Consideration received by Holdings, any Intermediate Parent, the Borrower or such Restricted Subsidiary in respect of such Disposition having an aggregate Fair Market Value, taken together with all other
Designated Non-Cash Consideration received pursuant to this clause (k) that is at that time outstanding, not in excess (at the time of receipt of such Designated
Non-Cash Consideration) of the greater of (x) $50,000,000 and (y) 20% of Consolidated EBITDA for the most recently ended Test Period, with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash; 

  
 138 













 (l) Dispositions of Investments in joint ventures to the extent required by, or made
pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; 

(m) Dispositions of any assets (including Equity Interests) (i) acquired in connection with any Permitted Acquisition or other similar
Investment permitted hereunder, which assets are not used or useful to the core or principal business of the Borrower and the Restricted Subsidiaries and (ii) made to obtain the approval of any applicable antitrust authority in connection with
a Permitted Acquisition or other similar Investment permitted hereunder; 
 (n) transfers of condemned property as a result of the exercise
of “eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of property arising from foreclosure or
similar action or that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement; 

(o) Dispositions of property for Fair Market Value not otherwise permitted under this Section 6.05 having an aggregate purchase price not
to exceed $50,000,000; and 
 (p) the sale or discount (with or without recourse) of accounts receivable and related assets in connection
with a Permitted Receivables Financing. 
 SECTION 6.06 Holdings Covenant. Holdings and any Intermediate Parent will not
conduct, transact or otherwise engage in any business or operations, or own any Equity Interests of any Person, other than (i) the ownership and/or acquisition of the Equity Interests of the Borrower and any Intermediate Parent, (ii) the
maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings
and/or the Borrower, (iv) the performance of its obligations under and in connection with the Loan Documents, any documentation governing any Indebtedness or Guarantee permitted to be incurred or made by it under Article VI, the Acquisition
Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and thereby, (v) any public offering of its common stock or any other issuance or registration of its (or
its direct or indirect parent’s) Equity Interests for sale or resale not prohibited by this Agreement, including the costs, fees and expenses related thereto, including the formation of one or more “shell” companies to facilitate any
such offering or issuance, (vi) any transaction that Holdings or any Intermediate Parent is permitted to enter into or consummate under Article VI (including, but not limited to, the making of any Restricted Payment permitted by
Section 6.08 or holding of any cash or Permitted Investments received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in the manner contemplated by Section 6.04, the incurrence
or payment of any Indebtedness permitted to be incurred by it under Section 6.01 or not prohibited to be paid by it under Section 6.08(b) and, subject to the limitations set forth in the preceding clause (i), the making of any Investment
in any Intermediate Parent, the Borrower or any of its Subsidiaries permitted to be made by it under Section 6.04), (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax
and accounting issues and paying taxes, (viii) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, (ix) activities incidental to the consummation of the Transactions and (x) activities
incidental to the businesses or activities described in clauses (i) to (ix) of this paragraph. 
 SECTION 6.07 Negative
Pledge. Holdings and the Borrower will not, and will not permit any Restricted Subsidiary or Intermediate Parent to enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur,
assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents;
provided that the foregoing shall not apply to: 

  
 139 













 (a) restrictions and conditions imposed by (i) Requirements of Law, (ii) any Loan
Document, (iii) the documentation relating to the Second Lien Facility, (iv) any documentation related to any Permitted Receivables Financing, (v) any documentation governing Incremental Equivalent Debt, (vi) any documentation
governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vii) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xxiv) and
(viii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vii) above; provided that with respect to Indebtedness referenced in (A) clauses (v)
and (vii) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) clause
(vi) or clause (viii) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being Refinanced; 

(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement
thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; 
 (c)
restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such
sale is permitted hereunder; 
 (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; 

(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies
only to the property securing by such Indebtedness; 
 (f) any restrictions or conditions set forth in any agreement in effect at any time
any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a
Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; 

(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by Restricted
Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at
the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; 
 (h) restrictions on cash (or Permitted
Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); 

(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the
extent any such amendment, modification or replacement expands the scope of any such restriction or condition; 

  
 140 













 (j) customary provisions in joint venture agreements and other similar agreements applicable
to joint ventures permitted by Section 6.02 and applicable solely to such joint venture and entered into in the ordinary course of business; and 

(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in
good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations. 

SECTION 6.08 Restricted Payments; Certain Payments of Indebtedness. 

(a) Neither Holdings nor the Borrower will, nor will they permit any Intermediate Parent or Restricted Subsidiary to pay or make, directly or
indirectly, any Restricted Payment, except: 
 (i) Each Intermediate Parent, the Borrower and each Restricted Subsidiary may
make Restricted Payments to Holdings, an Intermediate Parent, the Borrower or any other Restricted Subsidiary; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Borrower,
such Restricted Payment is made to the Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; 

(ii) [reserved]; 

(iii) Holdings may declare and make dividend payments or other distributions payable solely in the Equity Interests of
Holdings; 
 (iv) Restricted Payments made to consummate the Transactions and pay fees and expenses related thereto
(including Restricted Payments made (A) to holders of restricted stock or performance stock units as provided by the Acquisition Agreement as in effect on the Effective Date, (B) to holders of Equity Interests of the Target (immediately
prior to giving effect to the Acquisition) in connection with, or as a result of, their exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto, in each case, with
respect to the Transactions and (C) in order to satisfy indemnity and other similar obligations under the Acquisition Agreement as in effect on the Effective Date); 

(v) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in
any direct or indirect parent of Holdings) deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such stock options or warrants; 

(vi) Restricted Payments made by Holdings to redeem, acquire, retire or repurchase its Equity Interests (or any options,
warrants, restricted stock units or stock appreciation rights issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies to so redeem, retire, acquire or
repurchase their Equity Interests) held by future, current or former officers, managers, consultants, directors and employees (or their respective affiliates, spouses, former spouses, other immediate family members, successors, executors,
administrators, heirs, legatees or distributees) of Holdings (or any direct or indirect parent thereof), any Intermediate Parent, the Borrower and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment of
any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any 

  
 141 













 
management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’
agreement; provided that the aggregate amount of Restricted Payments permitted by this clause (vi) after the Effective Date, together with the aggregate amount of loans and advances by Holdings, the Borrower or any Restricted Subsidiary
to any parent of Holdings made pursuant to Section 6.04(m) in lieu thereof, shall not exceed the sum of (A) the greater of $10,000,000 and 4.0% of Consolidated EBITDA (increasing to the greater of $15,000,000 and 6.0% of Consolidated
EBITDA after the consummation an IPO) for the most recently ended Test Period after giving Pro Forma Effect to the making of such Restricted Payment in any fiscal year of the Borrower and (B) the amount in any fiscal year equal to the cash
proceeds of key man life insurance policies received by the Borrower or the Restricted Subsidiaries after the Effective Date; provided that any unused portion of the preceding basket calculated pursuant to clauses (A) and (B) above for
any fiscal year may be carried forward to succeeding fiscal years; 
 (vii) Holdings may make Restricted Payments in cash:

 (A) to allow any direct or indirect parent of Holdings to pay, for any taxable period for which Holdings and/or any of its
Subsidiaries are members of a consolidated, combined or unitary tax group for U.S. federal and/or applicable state, local or foreign income Tax (or any similar Tax imposed in lieu of an income tax) for the purposes of which a direct or indirect
parent of Holdings is the common parent or applicable taxpayer (a “Tax Group”), the portion of any U.S. federal, state, local or foreign Taxes (as applicable) of such Tax Group for such taxable period that is attributable to
Holdings and/or its Subsidiaries or such parent’s or applicable taxpayer’s ownership of Holdings and/or its Subsidiaries (net of any payments already made by Holdings and its Subsidiaries); provided that Restricted Payments made
pursuant to this clause (a)(vii)(A) shall not exceed the Tax liability that Holdings and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a standalone taxpayer or a stand-alone group; and
provided further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Borrower may be made only to the extent that such Unrestricted Subsidiaries have
made cash payments for such purpose to Holdings, the Borrower or its Restricted Subsidiaries; 
 (B) the proceeds of which
shall be used by any direct or indirect parent of Holdings to pay (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including travel, administrative, legal, accounting, audit
and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business and attributable to the ownership of Holdings and its Subsidiaries, (2) any reasonable and customary
indemnification claims made by directors or officers of any direct or indirect parent of Holdings attributable to the ownership or operations of Holdings, the Intermediate Parents, the Borrower and the Restricted Subsidiaries, (3) fees and
expenses (x) due and payable by any of the Borrower and the Restricted Subsidiaries and (y) otherwise permitted to be paid by the Borrower and the Restricted Subsidiaries under this Agreement, (4) payments that would otherwise be
permitted to be paid directly by the Borrower or the Restricted Subsidiaries pursuant to Section 6.09(iii) or (5) subject to there being no continuing Event of Default, (I) payments that would otherwise be permitted to be paid
directly by Holdings, the Intermediate Parents, the Borrower or the Restricted Subsidiaries pursuant to Section 6.09(x) or (II) to the extent permitted by Section 6.09, other customary advisory, refinancing, subsequent transaction and
exit fees and franchise, registration or similar Taxes payable by any direct or indirect parent of Holdings that are attributable to the ownership of Holdings and its Subsidiaries; 

  
 142 













 (C) the proceeds of which shall be used by any direct or indirect parent of
Holdings to pay franchise and similar Taxes, and other fees and expenses, required to maintain its corporate existence; 

(D) the proceeds of which shall be used by any direct or indirect parent of Holdings to make payments of the type permitted by
Section 6.08(a)(iv) or Section 6.08(a)(vi); 
 (E) [Reserved]; 

(F) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of
any direct or indirect parent company of Holdings to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries; and 

(G) the proceeds of which shall be used by any direct or indirect parent of Holdings to pay fees and expenses related to any
equity or debt offering not prohibited by this Agreement (whether or not such offering is successful); 
 (viii) in addition
to the foregoing Restricted Payments, Holdings may make additional Restricted Payments in an aggregate amount, when taken together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect
of Junior Financings made pursuant to Section 6.08(b)(iv) and (2) loans and advances made pursuant to Section 6.04(m) in lieu of Restricted Payments permitted by this clause (viii), not to exceed the sum of (A) an amount at the
time of making any such Restricted Payment and together with any other Restricted Payment made utilizing this clause (A) so long as no Event of Default shall have occurred and be continuing or would result therefrom, not to exceed the greater
of $75,000,000 and 30.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Restricted Payment plus (B) so long as except with respect to use of the Starter Basket that is Not
Otherwise Applied, no Event of Default shall have occurred and be continuing or would result therefrom, the Available Amount that is Not Otherwise Applied plus (C) the Available Equity Amount that is Not Otherwise Applied; 

(ix) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds
from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests
as those contained in the Equity Interests redeemed thereby; provided further that such amounts are not included in the Available Equity Amount or constitute a Permitted Cure Security; 

(x) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former
employee, director, manager or consultant and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options and the vesting of restricted stock and restricted
stock units; 

  
 143 













 (xi) Holdings may (a) pay cash in lieu of fractional Equity Interests
in connection with any dividend, split or combination thereof or any Permitted Acquisition (or other similar Investment) and (b) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional
shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms; 

(xii) the declaration and payment of Restricted Payments on Holdings’ common stock (or the payment of Restricted Payments
to any direct or indirect parent company of Holdings to fund a payment of dividends on such company’s common stock), following consummation of an IPO; provided that the aggregate amount of Restricted Payments made pursuant to this clause
(xii) in any fiscal year shall not exceed an amount equal to the greater of (i) 6.0% of the aggregate net cash proceeds of such IPO received by or contributed to the IPO Entity and (ii) 5.0% of the market capitalization of Holdings or such
parent, as applicable, immediately after giving effect to such IPO; 
 (xiii) payments made or expected to be made by
Holdings (or any parent thereof) in respect of withholding or similar taxes payable upon exercise of Equity Interests of Holdings (or such parent) by any future, present or former employee, director, officer, manager or consultant of Holdings, any
Intermediate Parent, the Borrower or any of its Restricted Subsidiaries (or their respective controlled Affiliates or Immediate Family Members) and any repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if
such Equity Interests of Holdings (or such parent) represent a portion of the exercise price of such options or warrants or required withholding or similar taxes; 

(xiv) additional Restricted Payments; provided that after giving effect to such Restricted Payment (A) on a Pro
Forma Basis, the Total Leverage Ratio is less than or equal to 4.55 to 1.00 and (B) there is no continuing Event of Default; and 

(xv) the distribution, by dividend or otherwise, of shares of Equity Interests of, or Indebtedness owed to Holdings, the
Borrower or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are Permitted Investments). 

(b) Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to make or pay, directly or indirectly, any payment
or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking
fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing (the foregoing, “Restricted Debt Payments”), except: 

(i) payment of regularly scheduled interest and principal payments (including any required AHYDO
catch-up payment) as, in the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; 

(ii) refinancings of Indebtedness with proceeds of a Junior Financing, or, other than in the case of Indebtedness subordinated
in right of payment to the Loan Documents, unsecured Indebtedness, in each case, permitted to be incurred under Section 6.01; 

(iii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any
of its direct or indirect parent companies or any Intermediate Parent; 

  
 144 













 (iv) Restricted Debt Payments, when taken together with the aggregate amount
of (1) Restricted Payments made pursuant to Section 6.08(a)(viii) and (2) loans and advances to Holdings made pursuant to Section 6.04(m) in lieu of Restricted Payments permitted by Section 6.08(a)(viii) not to exceed the
sum of (A) an amount at the time of making any such Restricted Debt Payment and together with any other Restricted Debt Payment made utilizing this clause (A) so long as no Event of Default shall have occurred and be continuing or would
result therefrom, not to exceed the greater of $75,000,000 and 30.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Restricted Debt Payment plus (B) so long as except with
respect to use of the Starter Basket that is Not Otherwise Applied, no Event of Default shall have occurred and be continuing or would result therefrom, the Available Amount that is Not Otherwise Applied plus (C) the Available Equity Amount
that is Not Otherwise Applied; and 
 (v) additional Restricted Debt Payments; provided that after giving effect to
such Restricted Debt Payment (A) on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 4.80:1.00 and (B) there is no continuing Event of Default. 

(c) Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Parent to, amend or modify any
documentation governing any Junior Financing, in each case if the effect of such amendment or modification (when taken as a whole) is materially adverse to the Lenders in their capacity as such (except to the extent such amendment is made to
effectuate any Restricted Debt Payment permitted by Section 6.08(b)). 
 Notwithstanding anything herein to the contrary, the foregoing
provisions of Section 6.08 will not prohibit the payment of any Restricted Payment or the consummation of any irrevocable redemption, purchase, defeasance or other payment within 60 days after the date of declaration thereof or the giving of
such irrevocable notice, as applicable, if at the date of declaration or the giving of such notice such payment would have complied with the provisions of this Agreement. 

The amounts set forth in Section 6.08(a)(viii)(A) and 6.08(b)(iv)(A) (without duplication) may, in lieu of Restricted Payments or
payments in respect of Junior Financing, be utilized by the Borrower or any Restricted Subsidiary to make or hold any Investments without regards to Section 6.04. 

SECTION 6.09 Transactions with Affiliates. Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary
or Intermediate Parent to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except: 

(i) (A) transactions with Holdings, the Borrower, any Intermediate Parent or any Restricted Subsidiary and
(B) transactions involving aggregate payments or consideration of less than $15,000,000; 
 (ii) on terms substantially
as favorable to Holdings, the Borrower, such Intermediate Parent or such Restricted Subsidiary as would be obtainable by such Person at the time in a comparable arm’s-length transaction with a Person
other than an Affiliate; 
 (iii) the Transactions and the payment of fees and expenses related to the Transactions; 

(iv) issuances of Equity Interests of Holdings, any Intermediate Parent or the Borrower to the extent otherwise permitted by
this Agreement; 

  
 145 













 (v) employment and severance arrangements between Holdings, the Borrower,
any Intermediate Parent and the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise in connection with the Transactions (including loans and advances pursuant to Sections 6.04(b) and
6.04(p)); 
 (vi) payments by Holdings (and any direct or indirect parent thereof), any Intermediate Parent, the Borrower and
the Restricted Subsidiaries pursuant to tax sharing agreements among Holdings (and any such parent thereof), any Intermediate Parent, the Borrower and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or
operation of any Intermediate Parent, the Borrower and the Restricted Subsidiaries, to the extent payments are permitted by Section 6.08; 

(vii) the payment of customary fees and reasonable
out-of-pocket costs to, and indemnities provided on behalf of, directors, officers and employees of Holdings (or any direct or indirect parent company thereof), the
Borrower, any Intermediate Parent and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings, any Intermediate Parent, the Borrower and the Restricted Subsidiaries; 

(viii) transactions pursuant to permitted agreements in existence or contemplated on the Effective Date and set forth on
Schedule 6.09 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; 

(ix) Restricted Payments and Restricted Debt Payments permitted under Section 6.08 (other than
Section 6.08(a)(vii)(B)(4) or (5)); 
 (x) customary payments (including related indemnities and expense reimbursements)
by Holdings, any Intermediate Parent, the Borrower and any of the Restricted Subsidiaries to the Sponsor made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities
(including in connection with acquisitions, divestitures or financings), which payments are approved by the majority of the members of the Board of Directors or a majority of the disinterested members of the Board of Directors of such Person in good
faith (including the payment of management and monitoring fees to certain of the Sponsor (or management companies of the Sponsor) in amounts contemplated by the services agreement entered into as of the Effective Date and any termination or success
fees payable thereunder in connection with the early termination of such agreement); 
 (xi) the issuance or transfer of
Equity Interests (other than Disqualified Equity Interests) of Holdings to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate of any of the foregoing) of the Borrower, any of
the Subsidiaries or any direct or indirect parent thereof; and 
 (xii) transactions in connection with any Permitted
Receivables Financing. 
 SECTION 6.10 Financial Covenant. The Borrower will not permit the First Lien Leverage Ratio as of the
last day of any fiscal quarter ending after the Effective Date (commencing with the fiscal quarter ending September 30, 2017), but only to the extent the Testing Condition is satisfied as of such day, to be greater than 7.00 to 1.00;
provided that, in calculating the First Lien Leverage Ratio solely for purposes of this Section 6.10: 
 (a)
“Capital Lease Obligations” shall exclude and Consolidated First Lien Debt shall not, for the avoidance of doubt, be increased by: 

  
 146 













 (i) Capitalized Leases created as a result of renewals, amendments,
restatements, modifications or refinancings of leases existing on the Amendment No. 2 Effective Date (or, with respect to leases with Digital Realty Trust, Inc. and/or any of its Affiliates, renewals, amendments, restatements, modifications or
refinancings prior to, on, or after the Amendment No. 2 Effective Date) that were previously accounted for as operating leases under GAAP, and Permitted Refinancings thereof, 

(ii) any increase in Capital Lease Obligations created as a result of renewals, amendments, restatements, modifications or
refinancings of Capitalized Leases existing on the Amendment No. 2 Effective Date (or, with respect to leases with Digital Realty Trust, Inc. and/or any of its Affiliates, renewals, amendments, restatements, modifications or refinancings prior
to, on, or after the Amendment No. 2 Effective Date) and Permitted Refinancings thereof, and 
 (iii) Capitalized Leases
entered into by the Borrower or its Restricted Subsidiaries on or after the Amendment No. 2 Effective Date (or, with respect to Digital Realty Trust, Inc., and/or any of its Affiliates, on or after December 1, 2018) and Permitted
Refinancings thereof, and 
 (b) the cash rent with respect to Capital Leases (or the portion thereof) excluded pursuant to
the foregoing clause (a) shall, without duplication, be deducted from the calculation of Consolidated EBITDA to the extent such amount would have lowered Consolidated EBITDA if such Capital Leases were treated as operating leases. 

ARTICLE VII 
 EVENTS OF DEFAULT

 SECTION 7.01 Events of Default. If any of the following events (any such event, an “Event of Default”) shall
occur: 
 (a) any Loan Party shall fail to pay any principal of any Loan when and as the same shall become due and payable hereunder, whether
at the due date thereof or at a date fixed for prepayment thereof or otherwise; 
 (b) any Loan Party shall fail to pay any interest on any
Loan or any fee or any other amount (other than an amount referred to in paragraph (a) of this Section) payable under any Loan Document, when and as the same shall become due and payable hereunder, and such failure shall continue unremedied for
a period of five Business Days; 
 (c) any representation or warranty made or deemed made by or on behalf of Holdings, any Intermediate
Parent, the Borrower or any of the Restricted Subsidiaries in or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished
pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made, and such incorrect representation or warranty (if
curable) shall remain incorrect for a period of 30 days after notice thereof from the Administrative Agent to the Borrower; 
 (d) Holdings,
any Intermediate Parent, the Borrower or any of the Restricted Subsidiaries shall fail to observe or perform any covenant, condition or agreement contained in Sections 5.02(a), 5.04 (with respect to the existence of Holdings, any Intermediate Parent
or the Borrower), 5.10 or in Article VI; provided that any failure to observe or perform Section 6.10 (a “Financial Covenant Event of 

  
 147 













 
Default”) shall not constitute an Event of Default with respect to any Term Loans unless and until the date on which the Revolving Lenders have actually terminated the Revolving
Commitments and declared all Obligations under the Revolving Facility to be immediately due and payable in accordance with this Agreement (a “Financial Covenant Cross Default”); 

(e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those
specified in paragraph (a), (b) or (d) of this Section), and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent to the Borrower; 

(f) Holdings, any Intermediate Parent, the Borrower or any of the Restricted Subsidiaries shall fail to make any payment (whether of principal,
interest or otherwise and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable (after giving effect to any applicable grace period); 

(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or
permits (with all applicable grace periods having expired) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase,
redemption or defeasance thereof, prior to its scheduled maturity, provided that this paragraph (g) shall not apply to (i) secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a
result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement) or (ii) termination events or similar events
occurring under any Swap Agreement that constitutes Material Indebtedness (it being understood that paragraph (f) of this Section will apply to any failure to make any payment required as a result of any such termination or similar event); 

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, court protection,
reorganization or other relief in respect of Holdings, any Intermediate Parent, the Borrower or any Material Subsidiary or its debts, or of a material part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or
similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, examiner, sequestrator, conservator or similar official for Holdings, any Intermediate Parent, the Borrower or any Material Subsidiary or for a
material part of its assets, and, in any such case, such proceeding or petition shall continue undismissed or unstayed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; 

(i) Holdings, any Intermediate Parent, the Borrower or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any
petition seeking liquidation, court protection, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to
contest in a timely and appropriate manner, any proceeding or petition described in paragraph (h) of this Section, (iii) apply for or consent to the appointment of a receiver, trustee, examiner, custodian, sequestrator, conservator or
similar official for Holdings, any Intermediate Parent, the Borrower or any Material Subsidiary or for a material part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding
or (v) make a general assignment for the benefit of creditors; 
 (j) one or more enforceable judgments for the payment of money in an
aggregate amount in excess of $25,000,000 (to the extent not covered by insurance as to which the insurer has been notified of such judgment or order and has not denied its obligation) shall be rendered against Holdings, any Intermediate Parent, the
Borrower, any of the Restricted Subsidiaries or any combination thereof and the 

  
 148 













 
same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed, or any judgment creditor shall legally attach or levy upon assets of
such Loan Party that are material to the businesses and operations of Holdings, the Intermediate Parents, the Borrower and the Restricted Subsidiaries, taken as a whole, to enforce any such judgment; 

(k) (i) an ERISA Event or Foreign Plan Event occurs that has resulted or could reasonably be expected to result in liability of any Loan
Party or any ERISA Affiliate or (ii) any Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its Withdrawal Liability under Section 4201 of
ERISA under a Multiemployer Plan, except, in each case, as could not, reasonably be expected to result in a Material Adverse Effect; 
 (l)
any Lien purported to be created under any Security Document shall cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any material portion of the Collateral, except (i) as a result of the sale or other
disposition of the applicable Collateral to a Person that is not a Loan Party in a transaction permitted under the Loan Documents, (ii) as a result of the Administrative Agent’s failure to (A) maintain possession of any stock
certificates, promissory notes or other instruments delivered to it under the Security Documents or (B) file Uniform Commercial Code continuation statements, (iii) as to Collateral consisting of real property, to the extent that such
losses are covered by a lender’s title insurance policy and such insurer has not denied coverage or (iv) as a result of acts or omissions of the Administrative Agent or any Lender; 

(m) any material provision of any Loan Document or any Guarantee of the Loan Document Obligations shall for any reason be asserted by any Loan
Party not to be a legal, valid and binding obligation of any Loan Party thereto other than as expressly permitted hereunder or thereunder; 

(n) any Guarantees of the Loan Document Obligations by Holdings, any Intermediate Parent, the Borrower or Subsidiary Loan Party pursuant to the
Guarantee Agreement shall cease to be in full force and effect (in each case, other than in accordance with the terms of the Loan Documents); 

(o) a Change of Control shall occur; 

then, and in every such event (other than an event with respect to Holdings or the Borrower described in paragraph (h) or (i) of this
Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or
different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared
to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued
hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to Holdings or the Borrower described in
paragraph (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder,
shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. 

If a Financial Covenant Event of Default has occurred and is continuing, (i) the Required Revolving Lenders may either (x) terminate
the Revolving Commitments and/or (y) take the actions specified in the immediately preceding paragraph in respect of the Revolving Commitments, the Revolving Loans, Letters of Credit and Swingline Loans and (2) the Required Lenders may
take any of the actions specified in in the immediately preceding paragraph if a Financial Covenant Cross Default has occurred and is continuing. 

  
 149 













 Notwithstanding anything to the contrary, if the only Event of Default then having occurred
and continuing is the Financial Covenant Event of Default, then the Administrative Agent may not take any of the actions set forth in the second preceding paragraph during the period commencing on the date that the Administrative Agent receives a
Notice of Intent to Cure and ending on the Cure Expiration Date with respect thereto in accordance with and to the extent permitted by Section 7.03; provided that no Revolving Lender, Issuing Bank or Swingline Lender shall be required to
make any Loan or issue any Letters of Credit during such period. 
 SECTION 7.02 Application of Proceeds. After the exercise of
remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations, shall be applied, subject to the provisions of any applicable Intercreditor Agreements, by the Administrative Agent as follows: 

(a) First, to the payment of all reasonable costs and
out-of-pocket expenses, fees, commissions and taxes of such sale, collection or other realization including, without limitation, compensation to the Administrative Agent
and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, pro rata until the same has been prepaid in full; 

(b) Second, to the payment of all other reasonable costs and
out-of-pocket expenses of such sale, collection or other realization including, without limitation, costs and expenses and all costs, liabilities and advances made or
incurred by the other Secured Parties in connection therewith, pro rata until the same has been prepaid in full; 
 (c) Third, to
interest then due and payable on the Loans and Letters of Credit and any fees, premiums and scheduled periodic payments due under Secured Cash Management Obligations and Secured Swap Obligations, pro rata until the same has been prepaid in full;

 (d) Fourth, to the principal balance of the Loans and Letters of Credit (and to cash collateralize undrawn Letters of Credit)
outstanding and any breakage, termination or other payments under Secured Cash Management Obligations and Secured Swap Obligations, pro rata, until the same has been prepaid in full; 

(e) Fifth, to all other Secured Obligations pro rata until the same has been prepaid in full; and 

(f) Sixth, the balance, if any, as required by the Intercreditor Agreement(s) or, in the absence of any such requirement, to the Person
lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). 
 Amounts used to cash collateralize the
aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above. Amounts distributed with respect to any Secured Cash Management Obligations shall be the lesser of the
maximum Secured Bank Product Obligations under the applicable Facility last reported to the Administrative Agent or the actual Secured Bank Product Obligations as calculated by the methodology reported to the Administrative Agent for determining the
amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Cash Management Obligations, and may request a reasonably detailed calculation of such amount from the applicable
Secured Party. If a Secured Party fails to deliver such calculation within five days following request by the Administrative Agent, the Administrative Agent may assume the amount to be distributed is zero. 

  
 150 













 In the event that any such proceeds are insufficient to pay in full the items described in
clauses First through Fifth of this Section 7.02(a), the Loan Parties shall remain liable for any deficiency. Notwithstanding the foregoing provisions, this Section 7.02 is subject to the provisions of the Intercreditor Agreements. 

(g) Notwithstanding the foregoing, Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such
Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth in Section 4.02 of the Collateral Agreement and/or the
similar provisions in the other Security Documents. 
 SECTION 7.03 Cure Right. 

(a) Notwithstanding anything to the contrary contained in this Article VII, in the event that the Borrower fails to comply with the
requirements of Section 6.10, until the expiration of the 10th Business Day subsequent to the date the financial statements are required to be delivered pursuant to Section 5.01(a) or
5.01(b), as applicable, for the applicable Test Period (the “Cure Expiration Date”), Holdings (or any direct or indirect parent thereof) shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash
contributions to (or in the case of any direct or indirect parent of Holdings, receive equity interests in Holdings for its cash contributions to) the capital of Holdings (collectively, the “Cure Right”), and upon contribution by
Holdings of such cash in return for common Equity Interests of the Borrower (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right, the First Lien Leverage Ratio under Section 6.10 shall be recalculated
giving effect to the following pro forma adjustments: 
 (i) Consolidated EBITDA shall be increased with respect to such
applicable fiscal quarter and any Test Period that contains such fiscal quarter, solely for the purpose of measuring the First Lien Leverage Ratio under Section 6.10 and not for any other purpose under this Agreement, by an amount equal to the
Cure Amount; 
 (ii) Consolidated Total Debt shall be decreased for purposes of determining compliance with Section 6.10
for any future Test Period solely to the extent proceeds of the Cure Amount are actually applied to prepay any Term Loans under this Agreement, and in no event shall any reduction be given effect during the fiscal quarter with regard to which the
Cure Right is exercised; and 
 (iii) if, after giving effect to the foregoing pro forma adjustments, the Borrower shall then
be in compliance with Section 6.10, the Borrower shall be deemed to have satisfied the requirements of Section 6.10 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at
such date, and the applicable breach or default of Section 6.10 that had occurred shall be deemed cured for purposes of this Agreement. 

(b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period, there shall be at least two
fiscal quarters during which the Cure Right is not exercised, (ii) there shall be no more than five Cure Rights exercised during the term of this Agreement, (iii) the Cure Amount shall be no greater than the amount required for purposes of
complying with Section 6.10 and (iv) all Cure Amounts shall be disregarded for purposes of determining any baskets or ratios with respect to the other covenants contained in the Loan Documents. 

  
 151 













 (c) Notwithstanding anything to the contrary contained in Section 7.01, upon
contribution of the Cure Amount (and designation thereof) by the Borrower, the requirements of Section 6.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been
no failure to comply with the requirements of Section 6.10 and any Event of Default under Section 6.10 (and any other Default as a result thereof) shall be deemed not to have occurred for purposes of the Loan Documents. 

ARTICLE VIII 
 THE ADMINISTRATIVE
AGENT 
 Each of the Lenders hereby irrevocably appoints Citibank to serve as Administrative Agent, collateral agent and trustee under the
Loan Documents, and authorizes the Administrative Agent to take such actions and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably
incidental thereto. Further, 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 Person to whom any Secured Cash Management Obligations are
owed or a counterparty to any Swap Agreement the obligations under which constitute Secured Swap Obligations) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender or
Issuing Bank 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 Loan Document 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, trustees and attorneys-in-fact appointed by the Administrative Agent pursuant to this Section 8.01 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security
Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article VIII (including paragraph 13 hereof) and Article IX (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. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders, the Issuing Banks, the Swingline Lender and the other Secured Parties, and none
of Holdings, the Borrower or any other Loan Party shall have any rights as a third party beneficiary of any such provisions. 
 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 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 Holdings, the Borrower or any other 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. 
 The Administrative Agent shall not
have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or to exercise any discretionary power, except discretionary rights and powers expressly contemplated by the
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 necessary under the circumstances as provided in the Loan Documents);
provided that the Administrative Agent shall not be required to take any action that, in its opinion, may expose the Administrative Agent to liability or that is 

  
 152 













 
contrary to any Loan Document or applicable law, and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be
liable for the failure to disclose, any information relating to Holdings, the Borrower, any other Subsidiary or any other Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of
its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it 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 to be necessary, under the circumstances as provided in Section 9.02) or 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 written notice thereof is given to the Administrative Agent by Holdings, the Borrower, a Lender and 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 any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other
agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or
satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent. 

The Administrative Agent shall be entitled to rely, 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 (including, if applicable, a Responsible Officer or Financial Officer of such Person). The Administrative Agent also may rely, and shall not incur any liability for relying, upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person (including, if applicable, a Financial Officer or a Responsible Officer of such Person). 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. 

The Administrative Agent may perform any of and all 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 of and all their duties
and exercise their rights and powers 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. 

Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may
resign upon 30 days’ notice to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the Borrower’s consent (unless an Event of Default under Section 7.01(a),
(b), (h) or (i) has occurred and is continuing), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. 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, appoint a successor Administrative Agent, which 

  
 153 













 
shall be (a) an Approved Bank with an office in New York, New York, or an Affiliate of any such Approved Bank and (b) approved by the Borrower (unless an Event of Default under
Section 7.01(a), (b), (h) or (i) has occurred and is continuing) (the date upon which the retiring Administrative Agent is replaced, the “Resignation Effective Date”); provided, that if no such successor shall have
been appointed (and shall have accepted such appointment) within 45 days after the retiring Administrative Agent gives notice of its resignation, such resignation shall nevertheless become effective, and the Resignation Effective Date shall occur on
such date. If neither the Required Lenders nor the Administrative Agent have appointed a successor Administrative Agent that has accepted such appointment, the Required Lenders shall be deemed to have succeeded to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent. 
 If the Person serving as Administrative Agent is a Defaulting
Lender, the Required Lenders and the Borrower may, to the extent permitted by applicable law, by notice in writing to such Person remove such Person as Administrative Agent and, with the consent of the Borrower, appoint a successor. If no such
successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such
notice on the Removal Effective Date. 
 With effect from the Resignation Effective Date or the Removal Effective Date (as
applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except (i) that in the case of any collateral security held by the
Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed and
(ii) with respect to any outstanding payment obligations) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be
made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a
successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than any rights to
indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from
all of its duties and obligations hereunder and under the other Loan Documents as set forth in this Section. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise
agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 9.04 shall continue in
effect for the benefit of such retiring or removed Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was
acting as Administrative Agent. 
 Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent,
any Joint Bookrunner or any other Lender, or any of the Related Parties of any of the foregoing, 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 also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Joint Bookrunner or any other Lender, or any of the Related Parties of any of the foregoing, 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.


  
 154 













 Each Lender, by delivering its signature page to this Agreement and funding its Loans on the
Effective Date, or delivering its signature page to an Assignment and Assumption, Incremental Facility Amendment or Refinancing Amendment pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and
consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date. 

No Lender shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it
being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Lenders in accordance with the terms thereof. In the event of a foreclosure by the
Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition,
and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose
of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral
payable by the Administrative Agent on behalf of the Lenders at such sale or other disposition. Each Lender, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured
Obligations, to have agreed to the foregoing provisions. 
 Notwithstanding anything herein to the contrary, neither any Joint Bookrunner
nor any Person named on the cover page of this Agreement as a Lead Arranger, a Syndication Agent or a Co-Documentation Agent shall have any duties or obligations under this Agreement or any other Loan Document
(except in its capacity as a Lender), but all such Persons shall have the benefit of the indemnities provided for hereunder, including under Section 9.03, fully as if named as an indemnitee or indemnified person therein and irrespective of
whether the indemnified losses, claims, damages, liabilities and/or related expenses arise out of, in connection with or as a result of matters arising prior to, on or after the effective date of any Loan Document. 

To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any
applicable withholding tax. Without limiting or expanding the provisions of Section 2.15, each Lender shall, and does hereby, indemnify the Administrative Agent against, and shall make payable in respect thereof within 30 days after demand
therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S.
Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold tax from amounts paid to or for the account of such Lender for any reason (including, without limitation,
because the appropriate form was not delivered or not property executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding tax ineffective). A
certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts
at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this paragraph. The agreements in this paragraph shall survive the resignation and/or replacement of the
Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other obligations under any Loan Document. 

  
 155 













 Each Secured Party hereby appoints the Administrative Agent to act as its agent under and in
connection with the relevant Security Documents and acknowledges that the Administrative Agent is the beneficiary of the security interests granted thereunder and the Administrative Agent will accept such grants of security interests under the
relevant Security Documents on its behalf and will enter into the relevant Security Documents as secured party, lienholder or pledgee in its own name. 

ARTICLE IX 
 MISCELLANEOUS 

SECTION 9.01 Notices. Except in the case of notices and other communications expressly permitted to be given by telephone, all
notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, e-mail or other
electronic transmission, as follows: 
 (a) If to Holdings, to c/o/ BC Partners, Inc., 667 Madison Avenue, New York, New York 10064, Attn:
Adam Gross (Phone (212) 891-2880, Email: Adam.Gross@BCPartners.com); 
 (b) If to the Borrower, to
Colorado Buyer, Inc., 2333 Ponce de Leon Blvd, Suite 900, Coral Gables, FL USA 33134, Attn: Rene Rodriguez, (Phone (305) 375-6000, Email: rar@medinacapital.com); 

(c) If to the Administrative Agent, to Citibank, N.A., 1615 Brett Road, Building III, New Castle, Delaware 19720, Attention: Loan
Administration, Fax: 212-994-0847, Email: GLOriginationOps@citigroup.com; 

(d) if to any other Lender, to it at its address (or fax number or email address) set forth 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 fax or other electronic transmission shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the recipient). 
 Holdings and the Borrower may change their address,
email or facsimile number for notices and other communications hereunder by notice to the Administrative Agent, the Administrative Agent may change its address, email or facsimile number for notices and other communications hereunder by notice to
Holdings and the Borrower and the Lenders may change their address, email or facsimile number for notices and other communications hereunder by notice to the Administrative Agent. Notices and other communications to the Lenders hereunder may also be
delivered or furnished by electronic transmission (including email and Internet or intranet websites) pursuant to procedures reasonably approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender
pursuant to Article II if such Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic transmission. 

Notwithstanding anything herein or in any other Loan Document providing for the delivery of any Approved Electronic Communication by any other
means, the Loan Parties shall deliver all Approved Electronic Communications to the Administrative Agent by properly transmitting such Approved Electronic Communications in an electronic/soft medium in a format reasonably acceptable to the
Administrative Agent to oploanswebadmin@citigroup.com or such other electronic mail address (or similar means of electronic delivery) as the Administrative Agent may notify to the Borrower (which notice shall be effective upon acknowledgement
of receipt thereof by the Borrower). Nothing in this paragraph shall prejudice the right of the Administrative Agent or any Lender Party to deliver any Approved Electronic Communication to any Loan Party in any manner authorized in this Agreement or
to request that the Borrower effect delivery in such manner. 

  
 156 













 Each of the Lenders and each Loan Party agrees that the Administrative Agent may, but shall
not be obligated to, make the Approved Electronic Communications available to the Lender Parties by posting such Approved Electronic Communications on IntraLinksTM or a substantially similar
electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”). Although the Approved Electronic Platform and its primary web portal are secured with
generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Effective Date, a dual firewall and a User ID/Password Authorization System) and the Approved
Electronic Platform is secured through a single-user-per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lender Parties and each Loan Party acknowledges and agrees that the distribution of material through an electronic medium is not necessarily
secure and that there are confidentiality and other risks associated with such distribution. In consideration for the convenience and other benefits afforded by such distribution and for the other consideration provided hereunder, the receipt and
sufficiency of which is hereby acknowledged, each of the Lender Parties and each Loan Party hereby approves distribution of the Approved Electronic Communications through the Approved Electronic Platform and understands and assumes the risks of such
distribution. 
 SECTION 9.02 Waivers; Amendments. 

(a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power under any Loan Document shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or
power. The rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any
Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice
or knowledge of such Default at the time. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances. 

(b) Except as provided in Section 2.18 with respect to any Incremental Loans, Section 2.19 with respect to any Refinancing Amendment
and Section 2.22 with respect to any Permitted Amendment, neither any Loan Document nor any provision thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered
into by Holdings, the Borrower, the Administrative Agent (to the extent that such waiver, amendment or modification does not affect the rights, duties, privileges or obligations of the Administrative Agent under this Agreement, the Administrative
Agent shall execute such waiver, amendment or other modification to the extent approved by the Required Lenders) and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by
the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the consent of the Required Lenders, provided that no such agreement shall (i) increase the Commitment of any Lender without the
written consent of such Lender (it being understood that a waiver of any condition precedent, Default, Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment
of any Lender), (ii) reduce the principal amount of any Loan (it being understood that a waiver of any condition precedent, Default, Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute a reduction or
forgiveness in principal) or 

  
 157 













 
reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly and adversely affected thereby (it being understood that any change
to the definition of First Lien Leverage Ratio or in the component definitions thereof shall not constitute a reduction of interest or fees), provided that only the consent of the Required Lenders shall be necessary to waive any obligation of
the Borrower to pay default interest pursuant to Section 2.11(c), (iii) postpone the maturity of any Loan (it being understood that a waiver of any condition precedent, Default, Event of Default, mandatory prepayment or mandatory reduction of
the Commitments shall not constitute an extension of any maturity date), or the date of any scheduled amortization payment of the principal amount of any Loan under Section 2.08 or the applicable Refinancing Amendment or any date for the
payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly and adversely affected
thereby, (iv) change any of the provisions of this Section without the written consent of each Lender directly and adversely affected thereby, provided that any such change which is in favor of a Class of Lenders holding Loans
maturing after the maturity of other Classes of Lenders (and only takes effect after the maturity of such other Classes of Loans or Commitments) will require the written consent of the Required Lenders with respect to each Class directly and
adversely affected thereby, (v) change any of the provisions of this Section or the percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of
Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be), (vi)
release all or substantially all the value of the Guarantees under the Guarantee Agreement (except as expressly provided in the Loan Documents) without the written consent of each Lender (other than a Defaulting Lender or a Disqualified Lender),
(vii) release all or substantially all the Collateral from the Liens of the Security Documents, without the written consent of each Lender (other than a Defaulting Lender or a Disqualified Lender) (except as expressly provided in the Loan Documents)
or (viii) change any of the provisions of Section 2.16(b) or Section 7.02 without the written consent of each Lender (other than a Defaulting Lender) directly and adversely affected thereby; provided further, that (A) no
such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent without the prior written consent of the Administrative Agent, (B) no such agreement shall amend, modify or otherwise affect the rights or
duties of an Issuing Bank without the prior written consent of such Issuing Bank, (C) no such agreement shall amend, modify or otherwise affect the rights or duties of the Swingline Lender without the prior written consent of the Swingline
Lender, (D) the Administrative Agent may, from time to time on and after the Effective Date, without any further consent of any Lender, Issuing Bank or counterparty to any Secured Cash Management Obligation or Secured Swap Obligation, enter
into amendments to, amendments and restatements of, and/or replacements of, any Intercreditor Agreement, and enter into any other intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is
permitted to be secured by a Lien on the Collateral that is permitted under this Agreement, in each case in order to effect the first-priority Liens on the Collateral and to provide for certain additional rights, obligations and limitations in
respect of, any Liens required by the terms of this Agreement to be junior priority Liens or other Liens that are, in each case, incurred in accordance with Article VI of this Agreement, and to establish certain relative rights as between the
holders of the Secured Obligations and the holders of the Indebtedness secured by such Liens, (E) any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by Holdings, the Borrower and
the Administrative Agent to cure any ambiguity, omission, defect or inconsistency, (F) the consent of the Required Revolving Lenders (but without the consent of other Lenders, including the Required Lenders) shall be required to amend, modify
or waive any condition precedent set forth in Section 4.02 with respect to making Revolving Loans, Swingline Loans or the 

  
 158 













 
issuance of Letters of Credit and (G) the consent of each of the Revolving Lenders affected (but without the consent of other Lenders, including the Required Lenders or Required Revolving
Lenders) shall be required to amend, waive or otherwise modify any provision of the paragraph immediately succeeding the table in the definition of “Applicable Rate” or “Commitment Fee Rate” in Section 1.01 with respect to
such Lender. Notwithstanding the foregoing, (a) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings and the Borrower (i) to add one or more additional
credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents,
provided that such credit facilities shall rank pari passu or junior in terms of both priority of Liens on Collateral securing, and right of payment with, the Secured Obligations, and (ii) to include appropriately the Lenders
holding such credit facilities in any determination of the Required Lenders on substantially the same basis as the Lenders prior to such inclusion, (b) this Agreement and other Loan Documents may be amended or supplemented by an agreement or
agreements in writing entered into by the Administrative Agent and Holdings, the Borrower or any Loan Party as to which such agreement or agreements is to apply, without the need to obtain the consent of any Lender, to include “parallel
debt” or similar provisions, and any authorizations or granting of powers by the Lenders and the other Secured Parties in favor of the Administrative Agent, in each case required to create in favor of the Administrative Agent any security
interest contemplated to be created under this Agreement, or to perfect any such security interest, where the Administrative Agent shall have been advised by its counsel that such provisions are necessary or advisable under local law for such
purpose (with Holdings and the Borrower hereby agreeing to, and to cause their subsidiaries to, enter into any such agreement or agreements upon reasonable request of the Administrative Agent promptly upon such request) and (c) upon notice
thereof by the Borrower to the Administrative Agent with respect to the inclusion of any previously absent financial maintenance covenant, this Agreement shall be amended by an agreement in writing entered into by the Borrower and the Administrative
Agent without the need to obtain the consent of any Lender to include such covenant on the date of the incurrence of the applicable Indebtedness to the extent required by the terms of such definition or section. 

(c) In connection with any proposed amendment, modification, waiver or termination (a “Proposed Change”) requiring the consent
of all Lenders or all directly and adversely affected Lenders, if the consent of the Required Lenders or Required Revolving Lenders, as applicable, to such Proposed Change is obtained, but the consent to such Proposed Change of other Lenders whose
consent is required is not obtained (any such Lender whose consent is not obtained as described in paragraph (b) of this Section being referred to as a “Non-Consenting Lender”), then, so
long as the Lender that is acting as Administrative Agent is not a Non-Consenting Lender, the Borrower may, at its sole expense and effort, upon notice to such
Non-Consenting Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such
assignment), provided that (a) the Borrower shall have received the prior written consent of the Administrative Agent to the extent such consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as
applicable, which consent shall not unreasonably be withheld, (b) such Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest
thereon, accrued fees and all other amounts (including any amounts under Section 2.09(a)(i)), payable to it hereunder from the Eligible Assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the
case of all other amounts) and (c) unless waived, the Borrower or such Eligible Assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 9.04(b). 

  
 159 













 (d) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary,
the Loans of any Lender that is at the time (i) an Affiliated Lender (other than an Affiliate Debt Fund), (ii) a Defaulting Lender or (iii) a Disqualified Lender, shall not have any voting or approval rights under the Loan Documents and
shall be excluded in determining whether all Lenders (or all Lenders of a Class), all affected Lenders (or all affected Lenders of a Class) or the Required Lenders or Required Revolving Lenders, as applicable, have taken or may take any action
hereunder (including any consent to any amendment or waiver pursuant to this Section 9.02); provided that (i) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that affects any
Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender and (ii) the Revolving Commitment of such Defaulting Lender may not be increased or extended without the consent of such Defaulting
Lender (it being understood that any Revolving Commitments or Revolving Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders). 

(e) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender hereby agrees that, if a
proceeding under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law shall be commenced by or against the Borrower or any other Loan Party at a time when such Lender is an
Affiliated Lender, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Loans held by such Affiliated Lender in any manner in the Administrative
Agent’s sole discretion, unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Loans held by it as the Administrative Agent directs; provided that
such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization to the extent any such plan of
reorganization proposes to treat any Secured Obligations held by such Affiliated Lender in a manner that is less favorable in any material respect to such Affiliated Lender than the proposed treatment of similar Secured Obligations held by Lenders
that are not Affiliates of the Borrower. 
 (f) Notwithstanding anything to the contrary contained in this Section 9.02, the Guarantee,
the Security Documents and related documents executed by Holdings, any Intermediate Parent, the Borrower or its Subsidiaries in connection with this Agreement and the other Loan Documents may be in a form reasonably determined by the Administrative
Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in
order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause the Guarantee, Security Documents or other document to be consistent with this Agreement and the other Loan Documents
(including by adding additional parties as contemplated herein). 
 (g) Notwithstanding the foregoing, unless and until a Financial Covenant
Cross Default has occurred and remains continuing, only the consent of the Required Revolving Lenders shall be necessary to (and upon the occurrence of a Financial Covenant Cross Default, the consent of the Required Lenders shall be necessary
to) (i) waive or consent to any Financial Covenant Event of Default or amend or modify the terms of, Sections 6.10 and 7.01 (as it relates to a Financial Covenant Event of Default (including the related definitions as used in such Sections, but
not as used in other Sections of this Agreement)) and no such amendment, modification, waiver or consent shall be permitted (x) without the consent of the Required Revolving Lenders (unless and until a Financial Covenant Cross Default has
occurred) and (y) without the consent of the Required Lenders (upon the occurrence and during the continuance of a Financial Covenant Cross Default) and/or (ii) amend this sentence. Notwithstanding that, upon the occurrence of a Financial
Covenant Cross Default, the consent of the Required Lenders shall be necessary to waive or consent to any Default or Event of Default resulting from a Financial Covenant Event of Default as set forth in the immediately preceding sentence, and only
the consent of the Required Revolving Lenders shall be necessary to (A) amend or modify the terms and provisions of Section 6.10 and/or Section 7.03 (in each case, whether or not a Financial Covenant Cross Default has occurred) and/or
(B) amend this sentence. 

  
 160 













 SECTION 9.03 Expenses; Indemnity; Damage Waiver. 

(a) The Borrower shall pay, if the Effective Date occurs, (i) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (without duplication), including the reasonable fees, charges and disbursements of Davis Polk & Wardwell LLP and to the
extent reasonably determined by the Administrative Agent to be necessary one local counsel in each applicable jurisdiction or otherwise retained with the Borrower’s consent (not to be unreasonably withheld, conditioned or delayed), in each case
for the Administrative Agent, and to the extent retained with the Borrower’s consent (not to be unreasonably withheld, conditioned or delayed), consultants, in connection with their due diligence investigation, the syndication of the credit
facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent and the Lenders, in connection with the
enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and one local counsel in each
applicable jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel per affected party. 
 (b)
The Borrower shall indemnify each Agent, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses of one counsel and one local counsel in each applicable jurisdiction (and,
in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional counsel for such affected
Indemnitee) for all Indemnitees (which may include a single special counsel acting in multiple jurisdictions), incurred by or asserted against any Indemnitee by any third party or by Holdings, any Intermediate Parent, the Borrower or any Subsidiary
arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated thereby, the performance by the parties to the Loan Documents of their respective
obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or the use of the proceeds therefrom, (iii) to the extent in any way arising from or relating to any of the
foregoing, any actual or alleged presence or Release of Hazardous Materials on, at or from any Mortgaged Property or any other property currently or formerly owned or operated by Holdings, any Intermediate Parent, the Borrower or any Restricted
Subsidiary, or any other Environmental Liability, 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 Holdings, any Intermediate Parent, the Borrower or any Subsidiary 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 (i) are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence, bad faith or
willful misconduct of, or a material breach of the Loan Documents by, such Indemnitee or its Related Parties or (ii) result from any dispute between and among indemnified persons that does not involve an act or omission by Holdings, any
Intermediate Parent, the Borrower or any of the Restricted Subsidiaries, except that each Agent, the Lead Arrangers and the Joint Bookrunners shall be indemnified in their capacities as such to the extent that none of the exceptions set forth in
clause (i) applies to such Person at such time. This Section 9.03 shall not apply to Taxes other than any Taxes with respect to losses, claims or damages arising from any non-Tax claim. 

  
 161 













 (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the
Administrative Agent under paragraph (a) or (b) of this Section, and without limiting the Borrower’s obligation to do so, each Lender severally agrees to pay to the Administrative Agent such Lender’s pro rata share (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 in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the aggregate outstanding Loans and unused Commitments at the time.

 (d) To the fullest extent permitted by applicable law, none of Holdings, any Intermediate Parent, the Borrower or any of its Subsidiaries
shall assert, and each hereby waives, any claim against any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission
systems (including the Internet), provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such damages are determined by a court of competent jurisdiction by final,
non-appealable judgment to have resulted from the gross negligence or willful misconduct of, or a material breach of the Loan Documents by, such Indemnitee or its Related Parties, or (ii) 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, any Loan Document or any agreement or instrument contemplated thereby, the
Transactions, any Loan or the use of the proceeds thereof. 
 (e) All amounts due under this Section shall be payable not later than 10
Business Days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not
entitled to indemnification with respect to such payment pursuant to this Section 9.03. 
 SECTION 9.04 Successors and
Assigns. 
 (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or
transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. 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 paragraph (c) of this Section) and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

(b) (i) Subject to the conditions set forth in paragraphs (b)(ii), (f) and (h) below, any Lender may assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it under one or more Facilities) with the prior written consent (such consent (except with
respect to assignments to competitors of the Borrower) not to be unreasonably withheld or delayed) of (A) the Borrower, provided that no consent of the Borrower shall be required for an assignment by (i) any Revolving Lender of
Revolving Commitments and/or Revolving Loans to another Revolving Lender, (ii) any Term Lender of 

  
 162 













 
Term Loans to any Lender or to an Affiliate of any Lender, (iii) any Term Lender of Term Loans to an Approved Fund or (iv) if an Event of Default under Section 7.01(a), (b), (h) or
(i) has occurred and is continuing, any Lender to any other Eligible Assignee; and provided further, that the Borrower shall have the right to withhold its consent to any assignment if, in order for such assignment to comply with
applicable law, the Borrower would be required to obtain the consent of, or make any filing or registration with, any Governmental Authority, (B) the Administrative Agent, provided that no consent of the Administrative Agent shall be
required for an assignment of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund or to the Borrower or any Affiliate thereof and (C) the Swingline Lender and each Issuing Bank with respect to any assignment of Revolving
Commitments or Revolving Loans. Notwithstanding anything in this Section 9.04 to the contrary, if the consent of the Borrower is otherwise required by this paragraph with respect to any assignment of Loans, and the Borrower has not given the
Administrative Agent written notice of its objection to such assignment within 15 Business Days after written notice to the Borrower, the Borrower shall be deemed to have consented to such assignment. 

(ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a
Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such
assignment (determined as of the trade date specified in the Assignment and Assumption with respect to such assignment or, if no trade date is so specified, as of the date the Assignment and Assumption with respect to such assignment is delivered to
the Administrative Agent) shall not be less than $1,000,000 unless the Borrower and the Administrative Agent otherwise consent (such consent not to be unreasonably withheld or delayed), provided that no such consent of the Borrower shall be
required if an Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing, (B) 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, provided that this clause (B) shall not be construed to prohibit assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments
or Loans, (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together (unless waived by the Administrative Agent) with a processing and recordation fee of $3,500
(provided that (x) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment), provided that assignments made pursuant to Section 2.17(b) or
Section 9.02(c) shall not require the signature of the assigning Lender to become effective; provided further, that such recordation fee shall not be payable in the case of assignments by any Affiliate of the Joint Bookrunners and
(D) the assignee, if it shall not be a Lender, shall deliver to the Borrower and the Administrative Agent any tax forms required by Section 2.15(e) and shall deliver to the Administrative Agent an Administrative Questionnaire in which the
assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or
their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective
date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto 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 

  
 163 













 
to be entitled to the benefits of (and subject to the obligations and limitations of) Sections 2.13, 2.14, 2.15 and 9.03 and to any fees payable hereunder that have accrued for such Lender’s
account but have not yet been paid). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 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 paragraph (c)(i) of this Section. 
 (iv) The Administrative
Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it, each Affiliated Lender Assignment and
Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal and stated interest amount of the Loans owing to, each Lender pursuant to the terms hereof from time to
time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and Holdings, the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation
of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. Notwithstanding the foregoing, in no
event shall the Administrative Agent be obligated to ascertain, monitor or inquire as to whether any Lender is an Affiliated Lender, nor shall the Administrative Agent be obligated to monitor the aggregate amount of the Loans or Incremental Loans
held by Affiliated Lenders. 
 (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning
Lender and an assignee, the assignee’s completed Administrative Questionnaire and any tax forms required by Section 2.15(e) (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in
paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the
Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. 

(vi) The words “execution,” “signed,” “signature” and words of like import in any Assignment and
Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other
similar state laws based on the Uniform Electronic Transactions Act. 
 (c) (i) Any Lender may, without the consent of the Borrower or
the Administrative Agent, sell participations to one or more banks or other Persons (other than to the Borrower or any of its Affiliates or a Person that is not an Eligible Assignee; (a “Participant”), provided further, that
(A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) Holdings, the Borrower, the
Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and (D) any participations with respect to Revolving Loans
or Revolving Commitments may be made only if the assigning Lender provides at least two (2) Business Days’ prior written notice of the proposed 

  
 164 













 
participation to the Borrower (and any purported participation without such notice shall be null and void). 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 the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents, provided that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that directly and adversely affects such Participant. Subject to paragraph (c)(ii) of this
Section, the Borrower agrees that each Participant shall be entitled to the benefits of (and subject to the obligations and limitations of) Sections 2.13, 2.14 and 2.15 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided that such Participant agrees to be
subject to Section 2.16(c) as though it were a Lender. 
 (ii) A Participant shall not be entitled to receive any
greater payment under Section 2.13 or Section 2.15 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 consent (not to be unreasonably withheld or delayed). 
 (iii) Each Lender that sells a
participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and
stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”), provided that no Lender shall have any obligation to disclose all or any portion of
the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under any Loan Document) except to the extent that such
disclosure is necessary in connection with a Tax audit or other proceeding to establish that such Commitment, Loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States
Treasury Regulations. The entries in the Participant Register shall be conclusive (absent manifest error), and each Person whose name is recorded in the Participant Register pursuant to the terms hereof shall be treated as a Participant for all
purposes of this Agreement, notwithstanding notice to the contrary 
 (d) Any Lender may, without the consent of the Borrower or the
Administrative Agent, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank
or other central bank, and this Section shall not apply to any such pledge or assignment of a security interest, provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto. 
 (e) Notwithstanding anything to the contrary contained herein,
any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPV”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the
option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement, provided that (i) nothing herein shall constitute a commitment by
any SPV to make any Loan and (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a
Loan by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any indemnity or similar payment
obligation under this Agreement (all liability for which shall remain with the Granting Lender). In 

  
 165 













 
furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the
payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, such party will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 9.04, any SPV may (i) with notice to, but without the prior written consent
of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by the Borrower and
Administrative Agent) providing liquidity or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public
information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPV. 

(f) Any Lender may, at any time, assign all or a portion of its rights and obligations under this Agreement (other than Revolving Commitments
and Revolving Loans) to the Affiliated Lenders or any Purchasing Borrower Party, subject to the following limitations: 

(1) Affiliated Lenders will not receive information provided solely to Lenders by the Administrative Agent or any Lender and
will not be permitted to attend or participate in meetings attended solely by the Lenders and the Administrative Agent, other than the right to receive notices of Borrowings, notices of prepayments and other administrative notices in respect of its
Loans or Commitments required to be delivered to Lenders pursuant to Article II; provided, however, that the foregoing provisions of this clause will not apply to the Affiliated Debt Funds; 

(2) for purposes of any amendment, waiver or modification of any Loan Document (including such modifications pursuant to
Section 9.02), or, subject to Section 9.02(d), any plan of reorganization pursuant to the U.S. Bankruptcy Code, that in either case does not require the consent of each Lender or each affected Lender or does not adversely affect such
Affiliated Lender in any material respect as compared to other Lenders, Affiliated Lenders will be deemed to have voted in the same proportion as the Lenders that are not Affiliated Lenders voting on such matter; and each Affiliated Lender hereby
acknowledges, agrees and consents that if, for any reason, its vote to accept or reject any plan pursuant to the U.S. Bankruptcy Code is not deemed to have been so voted, then such vote will be (x) deemed not to be in good faith and (y)
“designated” pursuant to Section 1126(e) of the U.S. Bankruptcy Code such that the vote is not counted in determining whether the applicable class has accepted or rejected such plan in accordance with Section 1126(c) of the U.S.
Bankruptcy Code; provided that Affiliated Debt Funds will not be subject to such voting limitations and will be entitled to vote as any other Lender; 

(3) with respect to any assignment to a Purchasing Borrower Party, no Event of Default has occurred or is continuing or would
result therefrom; 
 (4) any Loans assigned to any Purchasing Borrower Party shall be automatically and permanently
cancelled upon the effectiveness of such assignment and will thereafter no longer be outstanding for any purpose hereunder; 

  
 166 













 (5) the aggregate principal amount of Loans purchased by assignment
pursuant to this Section 9.04 and held at any one time by Affiliated Lenders (other than Affiliated Debt Funds) may not exceed 25% of the outstanding principal amount of all Loans plus the outstanding principal amount of all term loans made
pursuant to an Incremental Loan calculated at the time such Loans are purchased (such percentage, the “Affiliated Lender Cap”); provided that to the extent any assignment to an Affiliated Lender would result in the aggregate
principal amount of all Loans held by Affiliated Lenders exceeding the Affiliated Lender Cap, the assignment of such excess amount will be void ab initio; 

(6) the assigning Lender and the Affiliated Lender purchasing such Lender’s Loans shall execute and deliver to the
Administrative Agent an assignment agreement substantially in the form of Exhibit A-2 hereto (an “Affiliated Lender Assignment and Assumption”); provided that each Affiliated
Lender agrees to notify the Administrative Agent and the Borrower promptly (and in any event within 10 Business Days) if it acquires any Person who is also a Lender, and each Lender agrees to notify the Administrative Agent and the Borrower promptly
(and in any event within 10 Business Days) if it becomes an Affiliated Lender; and 
 (7) the proceeds of Revolving Loans
may not be used by any Purchasing Borrower Party to purchase Loans under this Section 9.04(f). 
 Notwithstanding anything in Section 9.02 or the
definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of
the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent, Collateral Agent or any Lender to
undertake any action (or refrain from taking any action) with respect to or under any Loan Document, the aggregate amount of Loans held by any Affiliated Debt Funds shall be deemed to be not outstanding to the extent in excess of 49.9% of the amount
required for all purposes of calculating whether the Required Lenders have taken any actions. 
 Each Affiliated Lender by its acquisition
of any Loans outstanding hereunder will be deemed to have waived any right it may otherwise have had to bring any action in connection with such Loans against the Administrative Agent, in its capacity as such, and will be deemed to have acknowledged
and agreed that the Administrative Agent shall not have any liability for any losses suffered by any Person as a result of any purported assignment to or from an Affiliated Lender. 

(g) Upon any contribution of Loans to the Borrower or any Restricted Subsidiary and upon any purchase of Loans by a Purchasing Borrower Party,
(A) the aggregate principal amount (calculated on the face amount thereof) of such Loans shall automatically be cancelled and retired by the Borrower on the date of such contribution or purchase (and, if requested by the Administrative Agent,
with respect to a contribution of Loans, any applicable contributing Lender shall execute and deliver to the Administrative Agent an Assignment and Assumption, or such other form as may be reasonably requested by the Administrative Agent, in respect
thereof pursuant to which the respective Lender assigns its interest in such Loans to the Borrower for immediate cancellation) and (B) the Administrative Agent shall record such cancellation or retirement in the Register. 

(h) Notwithstanding anything herein or in any other Loan Document to the contrary, no Lender may assign (i) any portion of its Revolving
Commitments or Revolving Loans to the Borrower or any of its Affiliates or (ii) any portion of its Loans or Commitments to any Disqualified Lender. 

  
 167 













 (i) Notwithstanding anything herein or in any other Loan Document to the contrary, the
Administrative Agent shall not (i) except to the extent of its own gross negligence or willful misconduct in taking or failing to take any action, be responsible for, have any liability with respect to, or have any duty to ascertain, inquire
into, monitor or enforce, compliance with the provisions of this Agreement relating to Disqualified Lenders or have any liability with respect to or arising out of any assignment or participation of Loans or Commitments to any Disqualified Lender
and (ii) except to the extent arising out of its or its Related Parties’ gross negligence or willful misconduct, have any liability with respect to any disclosure of confidential information to any Disqualified Lender. 

SECTION 9.05 Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents
and in the certificates or other instruments delivered in connection with or pursuant to any Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents
and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or
warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid
and so long as the Commitments have not expired or terminated. The provisions of Sections 2.13, 2.14, 2.15 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated
hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof. Notwithstanding the foregoing or anything else to the contrary set forth in this Agreement, in the
event that, in connection with the refinancing or repayment in full of the Revolving Facilities provided for herein, an Issuing Bank shall have provided to the Administrative Agent a written consent to the release of the Revolving Lenders from their
obligations hereunder with respect to any Letter of Credit issued by such Issuing Bank (whether as a result of the obligations of the Borrower (and any other account party) in respect of such Letter of Credit having been collateralized in full by a
deposit of cash with such Issuing Bank or being supported by a letter of credit that names such Issuing Bank as the beneficiary thereunder, or otherwise), then from and after such time such Letter of Credit shall cease to be a “Letter of
Credit” outstanding hereunder for all purposes of this Agreement and the other Loan Documents, and the Revolving Lenders shall be deemed to have no participations in such Letter of Credit, and no obligations with respect thereto, under
Section 2.24(d) and (e). 
 SECTION 9.06 Counterparts; Integration; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate
letter agreements with respect to fees payable to the Administrative Agent or the syndication of the Loans and Commitments constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement. 

SECTION 9.07 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 

  
 168 













 SECTION 9.08 Right of Setoff. If an Event of Default under Section 7.01(a),
(b), (h) or (i) shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or Issuing Bank to or for the credit or the account of the Borrower or any other Loan
Party against any of and all the obligations of the Borrower or any other Loan Party then due and owing under this Agreement held by such Lender or Issuing Bank, irrespective of whether or not such Lender or Issuing Bank shall have made any demand
under this Agreement and although such obligations are owed to a branch or office of such Lender or Issuing Bank different from the branch or office holding such deposit or obligated on such Indebtedness. The applicable Lender or Issuing Bank shall
notify the Borrower and the Administrative Agent of such setoff and application, provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application under this Section. The
rights of each Lender and each Issuing Bank under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or Issuing Bank may have. Notwithstanding the foregoing, no amount set off from any
Guarantor shall be applied to any Excluded Swap Obligation from such Guarantor. 
 SECTION 9.09 Governing Law; Jurisdiction; Consent
to Service of Process. 
 (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York. 

(b) Each of parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the
Supreme Court 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 sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising
out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and
determined in such New York State or, to the extent permitted by 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 any Loan Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to any Loan Document against
Holdings, the Borrower or their respective properties in the courts of any jurisdiction. 
 (c) Each of parties hereto hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to any 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 law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

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

  
 169 













 SECTION 9.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

SECTION 9.11 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only,
are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 

SECTION 9.12 Confidentiality. 

(a) Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees, trustees and agents, including accountants, legal counsel and other agents and advisors (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 and any failure of such Persons to comply with this Section 9.12 shall constitute a breach of this
Section 9.12 by the Administrative Agent or the relevant Lender, as applicable), (b) (x) to the extent requested by any regulatory (including self-regulatory) authority, required by applicable law or by any subpoena or similar legal
process or (y) necessary in connection with the exercise of remedies; provided that, (i) in each case, unless specifically prohibited by applicable law or court order, each Lender and the Administrative Agent shall notify the
Borrower of any request by any governmental agency or representative thereof (other than any such request in connection with an examination of the financial condition of such Lender by such governmental agency or other routine examinations of such
Lender by such governmental agency) for disclosure of any such non-public information prior to disclosure of such information and (ii) in the case of clause (y) only, each Lender and the
Administrative Agent shall use reasonable best efforts to ensure that such Information is kept confidential in connection with the exercise of such remedies, and provided further, that in no event shall any Lender or the Administrative Agent
be obligated or required to return any materials furnished by Holdings, the Borrower or any of their Subsidiaries, (c) to any other party to this Agreement, (d) subject to an agreement containing confidentiality undertakings substantially
similar to 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 Agreement relating to any Loan Party or their Subsidiaries and its obligations under the Loan Documents, (e) with the consent of the Borrower, in the case of Information provided by Holdings, the Borrower or any other
Subsidiary, (f) 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 or any Lender on a
non-confidential basis from a source other than Holdings or the Borrower or (g) to any ratings agency or the CUSIP Service Bureau on a confidential basis. In addition, the Agents and the Lenders may
disclose the existence of this Agreement and publicly available information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the
administration and management of this Agreement, the other Loan Documents, the Commitments and the Borrowings hereunder. For the purposes of this Section, “Information” means all information received from Holdings or the Borrower
relating to Holdings, the Borrower, any Subsidiary or their business, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure
by Holdings or the Borrower. 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. 

  
 170 













 (b) EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12(a) FURNISHED TO IT
PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING HOLDINGS, THE BORROWER, THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES AND CONFIRMS THAT IT HAS
DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH
THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS. 
 (c) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND
AMENDMENTS FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT, WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC
INFORMATION ABOUT HOLDINGS, THE BORROWER, THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE
QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE
SECURITIES LAWS. 
 SECTION 9.13 USA Patriot Act. Each Lender, each Issuing Bank and the Administrative Agent (for itself and
not on behalf of any Lender or Issuing Bank) hereby notifies each Loan Party that pursuant to the requirements of Title III of the USA Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which
information includes the name and address of such Loan Party and other information that will allow such Lender, Issuing Bank or Administrative Agent, as applicable, to identify each Loan Party in accordance with the Title III of the USA Patriot Act.

 SECTION 9.14 [Reserved]. 

SECTION 9.15 Release of Liens and Guarantees. A Subsidiary Loan Party shall automatically be released from its obligations under
the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction permitted by this Agreement as a
result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or (2) upon the request of the Borrower,
in connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party ceases to be a wholly-owned Subsidiary. Upon (i) any sale or other transfer by any Loan Party (other than to Holdings, any
Intermediate Parent, the Borrower or any other Loan Party) of any Collateral in a transaction permitted under this Agreement or (ii) the effectiveness of any written consent to the release of the security interest created under any Security
Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be
automatically released. Upon the payment in full in cash of all the Secured Obligations (other than (i) Secured Cash Management Obligations and Secured Swap Obligations and contingent obligations in respect of which no claim has been made and
(ii) obligations in 

  
 171 













 
respect of Letters of Credit that have been backstopped or cash collateralized on terms satisfactory to the applicable Issuing Bank) and the termination or expiration of all Commitments and all
commitments of the Issuing Banks to issue Letters of Credit, all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release
pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and
delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. The Lenders and other Secured Parties irrevocably authorize the Administrative Agent to release or subordinate any Lien on any
property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv) or (xii) to the extent required by the terms of the
obligations secured by such Liens pursuant to documents reasonably acceptable to the Administrative Agent). 
 SECTION 9.16 No
Fiduciary Relationship. Each of Holdings and the Borrower, on behalf of itself and its subsidiaries, agrees that in connection with all aspects of the transactions contemplated hereby and any communications in connection therewith, Holdings, the
Borrower, the other Subsidiaries and their Affiliates, on the one hand, and the Administrative Agent, the Lenders, the Issuing Banks and their respective Affiliates, on the other hand, will have a business relationship that does not create, by
implication or otherwise, any fiduciary duty on the part of the Administrative Agent, the Lenders, the Issuing Banks or their respective Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or
communications. 
 SECTION 9.17 Secured Cash Management Obligations and Secured Swap Obligations. Except as otherwise expressly
set forth herein or in any Guarantee or any Security Document, no party to any Secured Cash Management Obligation or Secured Swap Obligation that obtains the benefits of Section 7.02, any Guarantee or any Collateral by virtue of the provisions
hereof or of any Guarantee or any Security 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, Secured Cash Management Obligations and Secured Swap Obligations unless the Administrative Agent has
received written notice of such Secured Cash Management Obligations or Secured Swap Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Agent, Lender or Affiliate of an Agent or
Lender party thereto. 
 SECTION 9.18 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 Loan Document Obligations hereunder. 

  
 172 













 SECTION 9.19 Acknowledgement and Consent to
Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto
acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and
agrees and consents to, and acknowledges and agrees to be bound by: 
 (a) the application of any Write-Down and Conversion Powers by an EEA
Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an EEA Financial Institution; and 

(b) the effects of any Bail-In Action on any such liability, including, if applicable: 

(i) a reduction in full or in part or cancellation of any such liability; 

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial
Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such
liability under this Agreement or any other Loan Document; or 
 (iii) the variation of the terms of such liability in
connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. 
 SECTION 9.20 Intercreditor
Agreements.  
 (a) Notwithstanding anything to the contrary set forth herein, this Agreement is subject to the terms and
provisions of the Closing Date Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement and the Closing Date Intercreditor Agreement, the provisions of the Closing Date Intercreditor Agreement govern and
control. The Lenders hereby authorize the Administrative Agent to (a) enter into the Closing Date Intercreditor Agreement, (b) bind the Lenders on the terms set forth in the Closing Date Intercreditor Agreement and (c) perform and
observe its obligations under the Closing Date Intercreditor Agreement. 
 (b) Notwithstanding anything to the contrary set forth herein, to
the extent the Administrative Agent enters into a First Lien Intercreditor Agreement or any other Intercreditor Agreement in accordance with the terms hereof, this Agreement will be subject to the terms and provisions of such First Lien
Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement and any such First Lien Intercreditor Agreement or any other Intercreditor Agreement, the provisions of the First Lien Intercreditor Agreement or
such other Intercreditor Agreement govern and control. The Lenders acknowledge and agree that the Administrative Agent is authorized to, and the Administrative Agent agrees that with respect to any applicable secured Indebtedness permitted to be
incurred under this Agreement, upon request by the Borrower, it shall, enter into a First Lien Intercreditor Agreement or any other Intercreditor Agreement, as applicable, in accordance with the terms hereof. The Lenders hereby authorize the
Administrative Agent to (a) enter into any such First Lien Intercreditor Agreement or any such other Intercreditor Agreement, (b) bind the Lenders on the terms set forth in such First Lien Intercreditor Agreement or any such other
Intercreditor Agreement and (c) perform and observe its obligations under such First Lien Intercreditor Agreement or any such other Intercreditor agreement. 

  
 173 













 SECTION 9.21 Judgment Currency. 

(a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another
currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures in the relevant jurisdiction the first currency could be
purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given. 
 (b) The obligations
of the Loan Parties in respect of any sum due to any party hereto or any holder of any obligation owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment
Currency”) other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency”), be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any
sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement
Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, the applicable Loan Parties agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor
against such loss. The obligations of the Borrower under this Section shall survive the termination of this Agreement and the payment of all other amounts owing hereunder. 

[Remainder of page intentionally blank; signature pages follow.] 

  
 174 













 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their respective authorized officers as of the day and year first above written. 
  

			
	CYXTERA DC PARENT HOLDINGS, INC., as Initial Holdings
		
	By:	 	          

	Name:	 	
	Title:	 	
	
	COLORADO BUYER INC., as the Borrower
		
	By:	 	          

	Name:	 	
	Title:	 	


 [FIRST LIEN CREDIT AGREEMENT SIGNATURE PAGE] 












 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their respective authorized officers as of the day and year first above written. 
  

			
	CITIBANK, N.A., as First Lien Administrative Agent, a Term Lender, a Revolving Lender, a Swingline Lender and an Issuing Bank
		
	By:	 	          

	Name:	 	
	Title:	 	
	
	JPMORGAN CHASE BANK, N.A., as a Revolving Lender and an Issuing Bank
		
	By:	 	          

	Name:	 	
	Title:	 	
	
	BARCLAYS BANK PLC, as a Revolving Lender and an Issuing Bank
		
	By:	 	          

	Name:	 	
	Title:	 	
	
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Revolving Lender and an Issuing Bank
		
	By:	 	          

	Name:	 	
	Title:	 	


 [FIRST LIEN CREDIT AGREEMENT SIGNATURE PAGE] 












 
			
	JEFFERIES FINANCE LLC, as a Revolving Lender and an Issuing Bank
		
	By:	 	
                     
    

	Name:	 	
	Title:	 	
	
	HSBC BANK USA, NATIONAL ASSOCIATION, as a Revolving Lender and an Issuing Bank
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	MACQUARIE CAPITAL (USA) INC., as a Revolving Lender
		
	By:	 	
                 

	Name:	 	
	Title:	 	
	
	CITIZENS BANK, N.A., as a Revolving Lender and an Issuing Bank
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 [FIRST LIEN CREDIT
AGREEMENT SIGNATURE PAGE]