EX-10.1





 Exhibit 10.1 

Execution Version 

AMENDMENT NO. 5, dated as of November 22, 2019 (this “Amendment”), to the Credit Agreement dated as of July 1,
2015, among UNIVAR SOLUTIONS USA INC., a Washington corporation (the “U.S. Borrower”), after giving effect to Section 1 hereof, UNIVAR NETHERLANDS HOLDING B.V., a private company with limited liability (besloten vennootschap
met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its statutory seat (statutaire zetel) in Rotterdam, the Netherlands and its registered office at Schouwburgplein 30, 3012CL Rotterdam, the Netherlands,
registered with the Chamber of Commerce (Kamer van Koophandel) under number 24128225 (the “Netherlands Borrower”), the Subsidiary Borrowers from time to time party to the Credit Agreement (the Subsidiary Borrowers, together
with the U.S. Borrower and the Netherlands Borrower, the “Borrowers” and each individually, a “Borrower”), UNIVAR SOLUTIONS INC., a Delaware corporation (“Holdings”), the several banks and other
financial institutions or entities from time to time party to the Credit Agreement (the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”) and Collateral Agent and the other
parties from time to time party thereto (as amended, restated, modified and supplemented from time to time prior to the effectiveness of this Amendment, the “Credit Agreement”), is entered into by and among the U.S. Borrower, the
Netherlands Borrower, Holdings, the other Loan Parties, the Incremental Term Lender (as defined below) party hereto, the Lenders party hereto (which, prior to giving effect to the Transactions (as defined below), constitute the Required Lenders) and
the Administrative Agent. Each of Goldman Sachs Bank USA (“Goldman Sachs”), BofA Securities, Inc., BMO Capital Markets Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., JPMorgan Chase
Bank, N.A., Morgan Stanley Senior Funding, Inc., U.S. Bank National Association and Wells Fargo Securities, LLC are acting as joint lead arrangers and joint bookrunners (collectively, the “Arrangers”), and Goldman Sachs is acting as
the syndication agent, in connection with this Amendment. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement (as defined below). 

WHEREAS, the U.S. Borrower desires to amend the Credit Agreement on the terms set forth herein; 

WHEREAS, the U.S. Borrower and the Netherlands Borrower have notified the Administrative Agent that they are requesting the borrowing of $400
million (four hundred million) of Incremental Term Loans, which upon funding shall be in the form of a new Tranche of term loans under the Credit Agreement (such Tranche, the “Term B-5 Loans”), and the proceeds of which
borrowing shall be used to refinance the Euro Term B-2 Loans and to pay fees and expenses in connection with the transactions contemplated by this Amendment (the funding of the Term B-5 Loans and the payment of all fees, costs and expenses incurred
in connection therewith, collectively, the “Transactions”); 
 WHEREAS, (i) the Netherlands Borrower has agreed to
become a joint and several co-borrower with the U.S. Borrower with respect to the Term B-3 Loans and the Term B-4 Loans and (ii) each of the U.S. Borrower and the other Loan Parties has agreed to guarantee and provide Collateral to secure the
obligations of the Netherlands Borrower (and any other Subsidiary Borrower) under the Loan Documents; 
 WHEREAS, subject to the terms and
conditions set forth herein, Goldman Sachs has agreed to make the full amount of the Term B-5 Loans to the U.S. Borrower and the Netherlands Borrower on the Amendment No. 5 Effective Date (as defined below) as an Incremental Term Lender (the
“Incremental Term Lender”); 
 WHEREAS, the Lenders constituting Required Lenders are willing to (i) make the
amendments set forth herein on the Amendment No. 5 Effective Date and (ii) authorize the Administrative Agent and the Collateral Agent to enter into amendments to the ABL Intercreditor Agreement and the Security Documents to implement the
joinder and amendments set forth herein, in each case, on the terms and subject to the conditions set forth herein; 












 WHEREAS, (x) Subsections 2.8(d) and 11.1(d) of the Credit Agreement provide that the
Borrowers, Holdings, the Administrative Agent and the Incremental Term Lender may amend the Credit Agreement and the other Loan Documents (without the consent of any other Lender) to provide for the incurrence of the Term B-5 Loans and to effect
such amendments as may be necessary or appropriate to effect the provisions of Section 2.8 of the Credit Agreement with respect to the Term B-5 Loans and (y) Subsection 11.1(a) of the Credit Agreement provides that the Borrowers, Holdings,
the Administrative Agent and the Required Lenders may amend the Credit Agreement and the other Loan Documents as provided therein (without the consent of any other Lender); 

WHEREAS, the Loan Parties have requested the release of liens in favor of the Collateral Agent on the Mortgaged Fee Property set forth on
Schedule C attached hereto, and the Lenders constituting the Required Lenders are willing to authorize such release on the terms and subject to the conditions set forth herein; and 

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 
 Section 1.
Release; Amendments; Joinder of the Netherlands Borrower. 
 (a) Pursuant to Section 10.8 of the Credit Agreement,
the Required Lenders hereby (i) authorize the Collateral Agent to release the liens and security interests in favor of the Collateral Agent on the Mortgaged Fee Property described on Schedule C attached hereto and (ii) instruct the
Collateral Agent to release the Collateral set forth in the foregoing clause (i). In reliance on the foregoing, effective immediately prior to the Transactions, the Collateral Agent hereby releases its liens and security interests on the Mortgaged
Fee Property described on Schedule C attached hereto (it being understood and agreed that such release shall be effective on the Amendment No. 5 Effective Date but immediately prior to the amendments and joinder described in this
Section 1). 
 (b) The Credit Agreement is, effective as of the Amendment No. 5 Effective Date, hereby amended to delete the
stricken text (indicated textually in the same manner as the following example: stricken text) and to add the
double-underlined text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto (the “Amended Credit Agreement”). 

(c) Schedule A of the Credit Agreement is, effective as of the Amendment No. 5 Effective Date, hereby amended by amending and
restating such Schedule to read in its entirety as Schedule A hereto. 
 (d) Schedule B of the Credit Agreement is, effective
as of the Amendment No. 5 Effective Date, hereby deleted in its entirety. 
 (e) Schedule B attached to this Amendment is,
effective as of the Amendment No. 5 Effective Date, hereby attached to the Amended Credit Agreement as Schedule 1.1(a) thereto. 

  
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 (f) By its execution and delivery of this Amendment, upon effectiveness of this Amendment,
the Netherlands Borrower shall be deemed to be and hereby agrees to be, a party to the Amended Credit Agreement as a Borrower in respect of all Loans outstanding under the Amended Credit Agreement and subject to the rights and obligations of a
Borrower set forth in the Amended Credit Agreement as if the Netherlands Borrower had been an original signatory to the Amended Credit Agreement. 

(g) Pursuant to Section 10.8 of the Credit Agreement, the Required Lenders hereby authorize each of the Administrative Agent and
the Collateral Agent to enter into amendments to the ABL Intercreditor Agreement and to any Security Document, in each case, as are reasonably acceptable to the Administrative Agent and the Collateral Agent, in order to reflect (i) the joinder
of the Netherlands Borrower (and any future Subsidiary Borrower in accordance with the Amended Credit Agreement) as a Borrower under the Amended Credit Agreement and (ii) the agreement by each of the U.S. Borrower and the other Loan Parties to
guarantee and provide Collateral to secure the obligations of the Netherlands Borrower (and any future Subsidiary Borrower) under the Loan Documents. 

Section 2. Representations and Warranties, No Default. Each Borrower hereby represents and warrants that on and as
of the Amendment No. 5 Effective Date: 
 (a) prior to and after giving effect to the amendments set forth in this Amendment, no
Event of Default exists and is continuing; 
 (b) after giving effect to the Transactions and the amendments set forth in this Amendment,
Holdings, together with its Subsidiaries on a consolidated basis, is Solvent; 
 (c) each of the Loan Parties is duly organized, validly
existing and (to the extent applicable in the relevant jurisdiction) in good standing under the laws of the jurisdiction of its incorporation or formation, except (other than with respect to the Borrowers), to the extent that the failure to be
organized, existing and (to the extent applicable) in good standing would not reasonably be expected to have a Material Adverse Effect; 

(d) each Loan Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform this
Amendment and each other Loan Document dated as of the date hereof to which such Loan Party is a party, and, in the case of the U.S. Borrower and the Netherlands Borrower, to obtain Extensions of Credit in the form of the Term B-5 Loans under the
Amended Credit Agreement, and, in the case of the Netherlands Borrower, to become jointly and severally liable for the Term B-3 and Term B-4 Loans outstanding on the date hereof, and each such Loan Party has taken all necessary corporate or other
organizational action to authorize the execution, delivery and performance of this Amendment and each other Loan Document dated as of the date hereof to which it is a party and, in the case of the U.S. Borrower and the Netherlands Borrower, to
authorize the Extensions of Credit in the form of the Term B-5 Loans to it, if any, on the terms and conditions of this Amendment, the Amended Credit Agreement and any Notes; 

(e) this Amendment has been duly executed and delivered by each Loan Party, and each other Loan Document to be entered into as of the date
hereof to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party; 
 (f) this Amendment and each
other Loan Document dated as of the date hereof to which any Loan Party is a party each constitutes a legal, valid and binding obligation of the Loan Parties, enforceable against each such Loan Party in accordance with its terms, in each case except
as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law); 

  
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 (g) the execution, delivery and performance of this Amendment and each other Loan Document
dated as of the date hereof to which any Loan Party is a party by each of the Loan Parties, the Extensions of Credit under the Amended Credit Agreement in the form of the Term B-5 Loans and the use of the proceeds from the Term B-5 Loans
(x) will not violate any provision of the Organizational Documents of such Loan Party or any of the Restricted Subsidiaries, except (other than with respect to the Borrowers) as would not reasonably be expected to have a Material Adverse Effect
and (y) will not violate any Requirement of Law under OFAC or the Foreign Corrupt Practices Act of 1977; 
 (h) no part of the proceeds
of the Term B-5 Loans will be used for any purpose which violates the provisions of the Regulations of the Board, including Regulation T, Regulation U or Regulation X of the Board and, if requested by any Lender or the Administrative Agent, the
Borrower Representative will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR form G-3 or FR Form U-1, referred to in said Regulation U; 

(i) (x) each of the Security Documents in effect on the Amendment No. 5 Effective Date and the Dutch Security Documents (as defined
below) are or will be effective to create (to the extent described therein) in favor of the Collateral Agent for the benefit of the Secured Parties, a valid and enforceable security interest in or liens on the Collateral described therein, except as
to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and (y) when (i) all Filings (as defined in the Guarantee and Collateral Agreement) have been completed,
(ii) all applicable Instruments, Chattel Paper and Documents (each as described in the Guarantee and Collateral Agreement) constituting Collateral a security interest in which is perfected by possession have been delivered to, and/or are in the
continued possession of, the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the applicable ABL Intercreditor
Agreement, Intercreditor Agreement or Other Intercreditor Agreement, (iii) all Deposit Accounts and Pledged Stock (each as defined in the Guarantee and Collateral Agreement) a security interest in which is required by the Security Documents to
be or is perfected by “control” (as described in the Uniform Commercial Code as in effect in each applicable jurisdiction (in the case of Deposit Accounts) and the State of New York (in the case of Pledged Stock) from time to time) are
under the “control” of the Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with
the applicable ABL Intercreditor Agreement, Intercreditor Agreement or Other Intercreditor Agreement, (iv) the Mortgages (if any) have been duly recorded in the proper recorders’ offices or appropriate public records and the mortgage
recording fees and taxes in respect thereof, if any, are paid and compliance is otherwise had with the formal requirements of state or local law applicable to the recording of real property mortgages generally have been complied with and
(v) all filings or recordings are made in the appropriate offices of the applicable jurisdictions as may be required under the terms of the Dutch Security Documents, the security interests and liens granted pursuant to the Security Documents in
effect on the Amendment No. 5 Effective Date and the Dutch Security Documents shall constitute (to the extent described therein and with respect to the Mortgages (if any) only as relates to the real property security interests and liens granted
pursuant thereto) a perfected security interest in (to the extent intended to be created thereby and required to be perfected under the Loan Documents), all right, title and interest of each pledgor or mortgagor (as applicable) party thereto in the
Collateral described therein (capitalized terms that are used in this clause (i) and not defined in the Amended Credit Agreement are so used as defined in the applicable Security Document); 

  
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 (j) (x) no Borrower is an “investment company,” or a company
“controlled” by an “investment company,” within the meaning of the Investment Company Act, and (y) no Borrower is subject to regulation under any federal or state statute or regulation (other than Regulation X of the Board)
which limits its ability to incur Indebtedness as contemplated hereby and by the Amended Credit Agreement; 
 (k) Holdings and its Restricted
Subsidiaries are in compliance with the Patriot Act; and 
 (l) all representations and warranties contained in the Amended Credit Agreement
are true and correct in all material respects on and as of the date hereof, as though made on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were
true and correct in all material respects as of such earlier date. 
 Section 3. Effectiveness. Section 1 of this
Amendment shall become effective on the date (such date, if any, the “Amendment No. 5 Effective Date”) that the following conditions have been satisfied or waived: 

(a) Loan Documents. The Administrative Agent shall have received (i) this Amendment, executed and delivered by the Incremental Term
Lender, the Administrative Agent, Lenders which, prior to giving effect to the Transactions, constitute the Required Lenders and each Loan Party and (ii) the Guaranty Agreement, executed and delivered by the Netherlands Borrower. 

(b) Fees. The U.S. Borrower shall have paid, on or before the Amendment No. 5 Effective Date, (a) to the Arrangers all fees
owing to the Arrangers and the Incremental Term Lender to the extent due and payable on the Amendment No. 5 Effective Date as separately agreed to in writing by Holdings, the U.S. Borrower and any Arranger under the Engagement Letter dated as
of November 4, 2019, among Holdings, the U.S. Borrower and the Arrangers, and (b) to the Administrative Agent and the Arrangers, all costs, fees and expenses required to be paid or reimbursed for which invoices have been presented at least
three (3) Business Days prior to the Amendment No. 5 Effective Date. 
 (c) Legal Opinions. The Administrative Agent, the
Arrangers and the Incremental Term Lender shall have received customary written opinions of (w) Kirkland & Ellis LLP special counsel to the Loan Parties, (x) Perkins Coie LLP, special Washington counsel to the Loan Parties,
(y) Brownstein Hyatt Farber Schreck, LLP, special Nevada counsel to the Loan Parties and (z) Eversheds Sutherland (Netherlands) B.V., special Netherlands counsel to the Loan Parties. The Loan Parties hereby request such counsel to deliver
such opinions. 
 (d) Closing Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of the
U.S. Borrower dated the Amendment No. 5 Effective Date certifying as to the satisfaction (or waiver) of the conditions set forth in Sections 2, 3(e) and 3(f) hereof. 

(e) Representations. Each of the representations and warranties made by any Loan Party pursuant to the Amended Credit Agreement, and in
any other Loan Document to which it is a party, shall be true and correct in all material respects on and as of the Amendment No. 5 Effective Date as if made on and as of such date, except to the extent that they relate to a particular date (in
which case, they shall be true and correct in all material respects as of such specified date). 

  
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 (f) No Default. No Default or Event of Default shall exist, or would result
immediately, from the transactions contemplated hereby on the Amendment No. 5 Effective Date. 
 (g) Flood Determinations. The
Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Fee Property, and to the extent any Mortgaged Fee Property is
located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the U.S. Borrower and (ii) evidence of flood insurance as required by Section 7.5 of the Credit
Agreement and otherwise in form and substance reasonably satisfactory to the Administrative Agent. 
 (h) Know Your Customer and Other
Required Information; Beneficial Ownership Certification. 
 (1) The Administrative Agent shall have received at least
three (3) Business Days prior to the Amendment No. 5 Effective Date all documentation and other information about the Loan Parties as has been reasonably requested by the Arrangers in writing at least ten (10) Business Days prior to
the Amendment No. 5 Effective Date by the Arrangers that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act; and

 (2) To the extent any Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the
“Beneficial Ownership Regulation”) and the Administrative Agent or the Incremental Term Lender has requested a Beneficial Ownership Certification (as defined below) in writing at least ten (10) Business Days prior to the
Amendment No. 5 Effective Date, at least three (3) Business Days prior to the Amendment No. 5 Effective Date, the Administrative Agent or the Incremental Term Lender, as applicable, shall have received a certification regarding
beneficial ownership as required by the Beneficial Ownership Regulation, which certification shall be substantially similar in form and substance to the form of the Certification Regarding Beneficial Owners of Legal Entity Customers published
jointly, in May 2018, by The Loan Syndications and Trading Association and the Securities Industry and Financial Markets Association (such certification, a “Beneficial Ownership Certification”), in relation to such Borrower. 

(i) Borrowing Request. The Administrative Agent shall have received a borrowing notice in accordance with the requirements of the
Amended Credit Agreement. 
 (j) Solvency Certificate. The Administrative Agent shall have received a certification as to the solvency
of Holdings and its Subsidiaries on a consolidated basis after giving effect to this Amendment and the borrowing of the Term B-5 Loans in form and substance reasonably satisfactory to the Administrative Agent. 

(k) Secretary’s Certificate. The Administrative Agent shall have received a certificate from Holdings and each other Loan Party,
dated the Amendment No. 5 Effective Date, in substance reasonably satisfactory to the Administrative Agent, with appropriate insertions and attachments of resolutions or other actions, evidence or incumbency and the signature of authorized
signatories and Organizational Documents, executed by a Responsible Officer and the Secretary or any Assistant Secretary or other authorized representative of such Loan Party. 

  
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 (l) Collateral of Netherlands Borrower. Except as provided on Schedule I
hereto, (a) the Administrative Agent shall have received (i) the Netherlands Security Agreement (as defined below), and (ii) the Deeds of Pledge of Shares with respect to the shares of each of the subsidiaries of the Netherlands
Borrower organized in the Netherlands, each executed by the Netherlands Borrower as pledgor, the Collateral Agent as pledgee and such subsidiary as company (collectively, the “Dutch Security Documents”) and (b) none of such
Collateral shall be subject to any other pledges, security interests or mortgages except for Liens permitted by the Amended Credit Agreement (including Permitted Liens) or pledges, security interests or mortgages to be released on the Amendment
No. 5 Effective Date. 
 (m) Certain Amendments. The Administrative Agent shall have received an amendment to each of the ABL
Intercreditor Agreement and the Guarantee and Collateral Agreement, in each case, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent in accordance with Section 1(g) of this Amendment. 

(n) Euro Term B-2 Refinancing. Substantially simultaneously with the borrowing of the Term B-5 Loans, the entire principal amount of the
Euro Term B-2 Loans, and accrued interest thereon through the Amendment No. 5 Effective Date, will be paid in full in cash. 

Section 4. Post-Closing Agreements. The Borrowers shall comply with the post-closing covenants set forth on Schedule
I. 
 Section 5. Counterparts. This Amendment may be executed in any number of counterparts and by different parties
hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of
this Amendment by facsimile or any other electronic transmission shall be effective as delivery of a manually executed counterpart hereof. 

Section 6. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE
AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 
 Section 7. Headings. The headings
of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. 
 Section 8.
Effect of Amendment. Except as expressly set forth herein, (i) this Amendment 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 or any other Agent, in each case under the Credit Agreement or any other Loan Document, and (ii) 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 provision of either such agreement or any other Loan Document. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement as amended hereby, or any other Loan
Document as amended hereby, is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. This Amendment shall constitute a Loan Document for purposes of the Credit Agreement and the other Loan Documents and from
and after the Amendment No. 5 Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like
import referring to the Credit Agreement, shall, 

  
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unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment. Each of the Loan Parties hereby consents to this Amendment and confirms that all obligations of
such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Credit Agreement as amended hereby. 

Section 9. Reaffirmation. Each of the Loan Parties hereby consents to the amendment of the Credit Agreement described in
Section 1 of this Amendment and hereby confirms its prior respective guarantees, pledges, grants of security interests, subordinations and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which
it is party, and confirms, agrees and acknowledges that this Amendment shall not constitute a novation of the Credit Agreement or any of the other Loan Document and, notwithstanding the consummation of this Amendment, such guarantees, pledges,
grants of security interests, subordinations and other obligations, and the terms of each of the Loan Documents to which it is a party, except as expressly modified by this Amendment, are not affected or impaired in any manner whatsoever and shall
continue to be in full force and effect and shall also guarantee and secure all obligations as amended and reaffirmed pursuant to the Credit Agreement and this Amendment. Each of the Loan Parties confirms, acknowledges and agrees that the
Incremental Term Lender providing the Term B-5 Loans is a “Lender” and “Secured Party” for all purposes under the Loan Documents. For the avoidance of doubt, each Loan Party hereby restates the provisions of Section 3.1
of the Guarantee and Collateral Agreement (as the same may be amended as of the Amendment No. 5 Effective Date in accordance with Section 1(g) of this Amendment) and agrees that all references in the Guarantee and Collateral Agreement to
the “Obligations” shall include the Term B-5 Loans and all obligations of the Netherlands Borrower under the Loan Documents. 

Section 10. Notice of Dutch Pledge. The Netherlands Borrower (as used in this Section 10, the
“Pledgor”) hereby notifies each other Loan Party of the pledges created pursuant to a Dutch Security Agreement dated November 22, 2019, between the Collateral Agent, Bank of America, N.A., as ABL Agent (as defined in the ABL
Intercreditor Agreement), and the Pledgor, as pledgor (the “Netherlands Security Agreement”) over all present and future rights of the Pledgor against any other Loan Party (“Intercompany Receivables”). Each Loan
Party hereby acknowledges and confirms that (i) it has received notification of the pledges in favor of both the Collateral Agent and the ABL Agent over the Intercompany Receivables owed by it to the Pledgor and (ii) it consent to such
pledges over the Intercompany Receivables. 
 Section 11. WAIVER OF RIGHT TO TRIAL BY JURY. 

EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AMENDMENT
AND FOR ANY COUNTERCLAIM THEREIN. 
 [Remainder of page left intentionally blank] 

  
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 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 above written. 
  

					
	 UNIVAR SOLUTIONS USA INC.,
 as U.S.
Borrower

		
	By:	 	/s/ Kerri Howard
		 	Name:	 	Kerri Howard
		 	Title:	 	Vice President and Treasurer
	
	 UNIVAR SOLUTIONS INC.,
 as
Holdings

		
	By:	 	/s/ Kerri Howard
		 	Name:	 	Kerri Howard
		 	Title:	 	Vice President and Treasurer
	
	 UNIVAR NETHERLANDS HOLDING B.V.,
 as
a Term B-5 Borrower

		
	By:	 	/s/ Kerri Howard
		 	Name:	 	Kerri Howard
		 	Title:	 	Authorized Representative
	
	UNIVAR HOLDCO LLC
	UNIVAR HOLDCO III LLC
	CHEMPOINT.COM INC.
	UNIVAR USA DELAWARE INC.
	UNIVAR DELAWARE, INC.
	PILATES MERGER SUB II, LLC
	TPG ACCOLADE DELAWARE, LLC
	NEXEO SOLUTIONS HOLDINGS, LLC
	NEXEO SOLUTIONS SUB HOLDING LLC
	NEXEO SOLUTIONS, LLC
	ARCHWAY SALES, LLC
	CHEMICAL SPECIALISTS AND DEVELOPMENT, LLC
	NEXEO SOLUTIONS FINANCE CORPORATION
	STARTEX DISTRIBUTION WEST, LLC
	STARTEX CHEMICAL, LLC
		
	By:	 	/s/ Kerri Howard
		 	Name:	 	Kerri Howard
		 	Title:	 	Treasurer


 [Signature Page to Univar Amendment No. 5] 












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

		
	By:	 	/s/ Anthony W. Kell
		 	Name: Anthony W. Kell
		 	Title: Vice President


 [Signature Page to Univar Amendment No. 5] 












 
			
	 Goldman Sachs Bank USA,
as Incremental Term Lender

		
	By:	 	/s/ Charles D. Johnston
		 	Name: Charles D. Johnston
		 	Title: Authorized Signatory


 [Signature Page to Univar Amendment No. 5] 












 [Required Lenders Signature Pages Not Restated] 

[Signature Page to Univar Amendment No. 5] 












 Schedule I 

[Redacted] 












 Schedule A 

to Amendment No. 5 

[Redacted] 












 Schedule B 

to Amendment No. 5 

[Redacted] 












 Schedule C 

to Amendment No. 5 

[Redacted] 












 Exhibit A 

to Amendment No. 5 












 EXHIBIT A 

CREDIT AGREEMENT 
 among 

UNIVAR
SOLUTIONS USA INC. 

as U.S.
Borrower, 

UNIVAR NETHERLANDS HOLDING
B.V., 
 as
the Netherlands Borrower, 

THE LENDERS 
 FROM TIME TO TIME
PARTIES HERETO, 
 BANK OF AMERICA, N.A. 

as Administrative Agent and Collateral Agent, 
  

 
  

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

DEUTSCHE BANK SECURITIES INC. 
 and

 GOLDMAN SACHS LENDING PARTNERS LLC, 

as Co-Syndication Agents, 
 HSBC
SECURITIES (USA) INC., 
 J.P. MORGAN SECURITIES LLC, 

MORGAN STANLEY SENIOR FUNDING, INC., 

SUNTRUST ROBINSON HUMPHREY, INC. 

and 
 WELLS FARGO SECURITIES, LLC,

 as Co-Documentation Agents 

and 
 BANK OF AMERICA, N.A., 

GOLDMAN SACHS LENDING PARTNERS LLC, 

DEUTSCHE BANK SECURITIES INC., 

JPMORGAN CHASE BANK, N.A., 
 WELLS
FARGO SECURITIES, LLC, 
 HSBC SECURITIES (USA) INC., 

SUNTRUST ROBINSON HUMPHREY, INC., 

MORGAN STANLEY SENIOR FUNDING, INC., 

BARCLAYS BANK PLC, 
 CITIGROUP
GLOBAL MARKETS INC., 

BMO CAPITAL MARKETS
CORP., 

U.S. BANK NATIONAL ASSOCIATION 
 and

 CREDIT SUISSE SECURITIES (USA) LLC, 

as Amendment No. 2 Joint Lead Arrangers and Joint Bookrunners 

and 
 GOLDMAN SACHS BANK USA, 

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, 

DEUTSCHE BANK SECURITIES INC., 

JPMORGAN CHASE BANK, N.A.,  

and 

WELLS FARGO SECURITIES, LLC, 
 as
Amendment No. 4 Joint Lead Arrangers and Joint Bookrunners 

and 

GOLDMAN SACHS BANK USA,
 
 BOFA
SECURITIES, INC., 

BMO CAPITAL MARKETS
CORP., 

CITIGROUP GLOBAL MARKETS
INC., 

DEUTSCHE BANK SECURITIES
INC., 

HSBC SECURITIES (USA)
INC., 

JPMORGAN CHASE BANK,
N.A., 

MORGAN STANLEY SENIOR
FUNDING, INC., 

U.S. BANK NATIONAL
ASSOCIATION 

and 

WELLS FARGO SECURITIES,
LLC 
 as
Amendment No. 5 Joint Lead Arrangers and Joint Bookrunners 
 dated as of July 1, 2015 

and as Amended by Amendment No. 1 on January 19, 2017, Amendment No. 2 on November 28 2017, Amendment No. 3 on
February 23, 2019 and,
Amendment No. 4 on February 28, 2019 and Amendment No. 5 on November 22, 2019 
  
  

 












 Table of Contents 

 

							
	 	 	 	  	Page	 
		
	 SECTION 1 DEFINITIONS
	  	 	1	 
			
	 1.1
	 	Defined Terms	  	 	1	 
	 1.2
	 	Other Definitional and Interpretive Provisions	  	 	5557	 
	
1.3
	 	Borrower Representative	  	 	59	 
	
1.4
	 	Foreign Subsidiary Documentation	  	 	59	 
	
1.5
	 	Dutch Terms 	  	 	59	 
		
	 SECTION 2 AMOUNT AND TERMS OF COMMITMENTS
	  	 	5760	 
			
	 2.1
	 	Euro Term B-2 Loans and Term B-45
Loans	  	 	5760	 
	 2.2
	 	Notes	  	 	5761	 
	 2.3
	 	Procedure for Euro Term B-2 Loan or Term
B-45 Loan Borrowing	  	 	5862	 
	 2.4
	 	[Reserved]	  	 	5962	 
	 2.5
	 	Repayment of Loans	  	 	5962	 
	 2.6
	 	[Reserved]	  	 	5963	 
	 2.7
	 	[Reserved]	  	 	5963	 
	 2.8
	 	Incremental Facilities	  	 	5963	 
	 2.9
	 	Permitted Debt Exchanges	  	 	6266	 
	 2.10
	 	Extension of Term Loans	  	 	6367	 
	 2.11
	 	Specified Refinancing Term Loan Facilities	  	 	6570	 
		
	 SECTION 3 [RESERVED]
	  	 	6771	 
		
	 SECTION 4 GENERAL PROVISIONS APPLICABLE TO LOANS
	  	 	6771	 
			
	 4.1
	 	Interest Rates and Payment Dates	  	 	6771	 
	 4.2
	 	Conversion and Continuation Options	  	 	6771	 
	 4.3
	 	Minimum Amounts; Maximum Sets	  	 	6872	 
	 4.4
	 	Optional and Mandatory Prepayments	  	 	6872	 
	 4.5
	 	Administrative Agent’s Fee; Other Fees	  	 	7680	 
	 4.6
	 	Computation of Interest and Fees	  	 	7681	 
	 4.7
	 	Inability to Determine Interest Rate	  	 	7781	 
	 4.8
	 	Pro Rata Treatment and Payments	  	 	7882	 
	 4.9
	 	Illegality	  	 	7983	 
	 4.10
	 	Requirements of Law	  	 	7983	 
	 4.11
	 	Taxes	  	 	8085	 
	 4.12
	 	Indemnity	  	 	8488	 
	 4.13
	 	Certain Rules Relating to the Payment of Additional Amounts	  	 	8589	 
		
	 SECTION 5 REPRESENTATIONS AND WARRANTIES
	  	 
	8690
	 
			
	 5.1
	 	Financial Condition	  	 	8691	 
	 5.2
	 	No Change; Solvent	  	 	8691	 
	 5.3
	 	Corporate Existence; Compliance with Law	  	 	8691	 
	 5.4
	 	Corporate Power; Authorization; Enforceable Obligations	  	 	8791	 
	 5.5
	 	No Legal Bar	  	 	8792	 
	 5.6
	 	No Material Litigation	  	 	8792	 
	 5.7
	 	No Default	  	 	8792	 
	 5.8
	 	Ownership of Property; Liens	  	 	8792	 
	 5.9
	 	Intellectual Property	  	 	8892	 


  
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	 	 	 	  	Page	 
	 5.10
	 	Taxes	  	 	8892	 
	 5.11
	 	Federal Regulations	  	 	8893	 
	 5.12
	 	ERISA	  	 	8893	 
	 5.13
	 	Collateral	  	 	8993	 
	 5.14
	 	Investment Company Act; Other Regulations	  	 	8994	 
	 5.15
	 	Subsidiaries	  	 	8994	 
	 5.16
	 	Purpose of Loans	  	 	8994	 
	 5.17
	 	Environmental Matters	  	 	8994	 
	 5.18
	 	No Material Misstatements	  	 	9095	 
	 5.19
	 	[Reserved]	  	 	9095	 
	 5.20
	 	Insurance	  	 	9095	 
	 5.21
	 	Anti-Terrorism	  	 	9195	 
		
	 SECTION 6 CONDITIONS PRECEDENT
	  	 	9196	 
			
	 6.1
	 	Conditions to Initial Extension of Credit	  	 	9196	 
		
	 SECTION 7 AFFIRMATIVE COVENANTS
	  	 	9397	 
			
	 7.1
	 	Financial Statements	  	 	9398	 
	 7.2
	 	Certificates; Other Information	  	 	9499	 
	 7.3
	 	Payment of Taxes	  	 	9499	 
	 7.4
	 	Conduct of Business and Maintenance of Existence; Compliance with Contractual Obligations and Requirements of Law	  	 	95100	 
	 7.5
	 	Maintenance of Property; Insurance	  	 	95100	 
	 7.6
	 	Inspection of Property; Books and Records; Discussions	  	 	96101	 
	 7.7
	 	Notices	  	 	96101	 
	 7.8
	 	Environmental Laws	  	 	97102	 
	 7.9
	 	After-Acquired Real Property and Fixtures; Subsidiaries	  	 	97102	 
	 7.10
	 	Use of Proceeds	  	 	99105	 
	 7.11
	 	Commercially Reasonable Efforts to Maintain Ratings	  	 	99105	 
	 7.12
	 	Accounting Changes	  	 	99105	 
	 7.13
	 	Post-Closing Security Perfection	  	 	99105	 
	
7.14
	 	Taxes	  	 	106	 
		
	 SECTION 8 NEGATIVE COVENANTS
	  	 	100106	 
			
	 8.1
	 	Limitation on Indebtedness	  	 	100106	 
	 8.2
	 	Limitation on Restricted Payments	  	 	104110	 
	 8.3
	 	Limitation on Restrictive Agreements	  	 	107113	 
	 8.4
	 	Limitation on Sales of Assets and Subsidiary Stock	  	 	108115	 
	 8.5
	 	Limitations on Transactions with Affiliates	  	 	110117	 
	 8.6
	 	Limitation on Liens	  	 	111118	 
	 8.7
	 	Limitation on Fundamental Changes	  	 	112119	 
	 8.8
	 	Change of Control; Limitation on Amendments	  	 	114121	 
	 8.9
	 	Limitation on Lines of Business	  	 	115122	 
		
	 SECTION 9 EVENTS OF DEFAULT
	  	 	115122	 
			
	 9.1
	 	Events of Default	  	 	115122	 
	 9.2
	 	Remedies Upon an Event of Default	  	 	117124	 
		
	 SECTION 10 THE AGENTS AND THE OTHER REPRESENTATIVES
	  	 	117124	 
			
	 10.1
	 	Appointment	  	 	117124	 


  
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	 10.2
	 	The Administrative Agent and Affiliates	  	 	118125	 
	 10.3
	 	Action by an Agent	  	 	118125	 
	 10.4
	 	Exculpatory Provisions	  	 	118125	 
	 10.5
	 	Acknowledgement and Representations by Lenders	  	 	119126	 
	 10.6
	 	Indemnity; Reimbursement by Lenders	  	 	121128	 
	 10.7
	 	Right to Request and Act on Instructions	  	 	121128	 
	 10.8
	 	Collateral Matters	  	 	122129	 
	 10.9
	 	Successor Agent	  	 	123130	 
	 10.10
	 	[Reserved]	  	 	124Parallel	 
		 	Debt 131	  			
	 10.11
	 	Withholding Tax	  	 	124131	 
	 10.12
	 	Other Representatives	  	 	124132	 
	 10.13
	 	Administrative Agent May File Proofs of Claim	  	 	124132	 
	 10.14
	 	Application of Proceeds	  	 	124132	 
		
	 SECTION 11 MISCELLANEOUS
	  	 	125133	 
			
	 11.1
	 	Amendments and Waivers	  	 	125133	 
	 11.2
	 	Notices	  	 	128135	 
	 11.3
	 	No Waiver; Cumulative Remedies	  	 	129137	 
	 11.4
	 	Survival of Representations and Warranties	  	 	129137	 
	 11.5
	 	Payment of Expenses and Taxes	  	 	129137	 
	 11.6
	 	Successors and Assigns; Participations and Assignments	  	 	131138	 
	 11.7
	 	Adjustments; Set-off; Calculations; Computations	  	 	139147	 
	 11.8
	 	Judgment	  	 	140148	 
	 11.9
	 	Counterparts	  	 	140148	 
	 11.10
	 	Severability	  	 	140148	 
	 11.11
	 	Integration	  	 	140148	 
	 11.12
	 	Governing Law	  	 	141149	 
	 11.13
	 	Submission to Jurisdiction; Waivers	  	 	141149	 
	 11.14
	 	Acknowledgements	  	 	141149	 
	 11.15
	 	Waiver of Jury Trial	  	 	142150	 
	 11.16
	 	Confidentiality	  	 	142150	 
	 11.17
	 	Incremental Indebtedness; Additional Indebtedness	  	 	143151	 
	 11.18
	 	USA PATRIOT Act Notice	  	 	143151	 
	 11.19
	 	Electronic Execution of Assignments and Certain Other Documents	  	 	143151	 
	 11.20
	 	Reinstatement	  	 	143151	 
	 11.21
	 	Acknowledgment and Consent to Bail-In of EEA Financial Institutions	  	 	143151	 
	
11.22
	 	Joint and Several Liability; Postponement of Subrogation	  	 	152	 
	
11.23
	 	Acknowledgment Regarding any Supported QFCs	  	 	152	 


  
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	SCHEDULES
			
	A	 	—	  	Euro Term B-2 Loan5
Commitments
	B	 	—	  	Term B-4 Commitments
	1.1(a)	 		  	Foreign Subsidiary Documentation Principles
	1.1(e)	 	—	  	Existing Liens
	1.1(f)	 	—	  	Existing Investments
	5.4	 	—	  	Consents Required
	5.6	 	—	  	Litigation
	5.8	 	—	  	Real Property
	5.9	 	—	  	Intellectual Property Claims
	5.15	 	—	  	Subsidiaries
	5.17	 	—	  	Environmental Matters
	5.20	 	—	  	Insurance
	7.2	 	—	  	Website Address for Electronic Financial Reporting
	7.13	 	—	  	Post-Closing Collateral Requirements
	8.1	 	—	  	Existing Indebtedness
	8.5	 	—	  	Affiliate Transactions
	EXHIBITS
			
	A	 	—	  	Form of Term Loan Note
	B	 	—	  	Form of Guarantee and Collateral Agreement
	C	 	—	  	Reserved
	D	 	—	  	Form of U.S. Tax Compliance Certificate
	E	 	—	  	Form of Assignment and Acceptance
	F	 	—	  	Reserved
	G	 	—	  	Reserved
	H	 	—	  	Form of Solvency Certificate
	I-1	 	—	  	Form of Increase Supplement
	I-2	 	—	  	Form of Lender Joinder Agreement
	J-1	 	—	  	Form of ABL Intercreditor Agreement
	J-2	 	—	  	Form of Intercreditor Agreement
	K	 	—	  	Form of Affiliated Lender Assignment and Assumption
	L	 	—	  	Reserved
	M	 	—	  	Reserved
	N	 	—	  	Form of Acceptance and Prepayment Notice
	O	 	—	  	Form of Discount Range Prepayment Notice
	P	 	—	  	Form of Discount Range Prepayment Offer
	Q	 	—	  	Form of Solicited Discounted Prepayment Notice
	R	 	—	  	Form of Solicited Discounted Prepayment Offer
	S	 	—	  	Form of Specified Discount Prepayment Notice
	T	 	—	  	Form of Specified Discount Prepayment Response
	U	 	—	  	Form of Compliance Certificate


  
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 CREDIT AGREEMENT, dated as of July 1, 2015 (as amended by Amendment No. 1 on
January 19, 2017, Amendment No. 2 on November 28, 2017, Amendment No. 3 on February 23, 2019 and, Amendment No. 4 on February 28,
2019 and Amendment No. 5 on November 22, 2019), among
UNIVAR SOLUTIONS USA INC. (formerly known as Univar
USA Inc.), a Washington corporation (the “U.S. Borrower”), UNIVAR
SOLUTIONS INC. (formerly known as Univar Inc.), a Delaware corporation
(“Holdings”), UNIVAR NETHERLANDS HOLDING B.V., a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its statutory seat (statutaire zetel) in Rotterdam, the Netherlands and its registered office at
Schouwburgplein 30, 3012CL Rotterdam, the Netherlands, registered with the Chamber of Commerce (Kamer van Koophandel) under number 24128225 (the “Netherlands Borrower”), the several banks and other financial institutions from time to time party hereto (as further defined in Subsection 1.1, the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent
(in such capacity and as further defined in Subsection 1.1, the “Administrative Agent”) for the Lenders hereunder and as collateral agent (in such capacity and as further defined in Subsection 1.1, the
“Collateral Agent”) for the Secured Parties (as defined below). 
 W I T N E
S S E T H: 
 WHEREAS, on the Amendment No. 45 Effective Date, this Agreement was
amended (prior to giving effect to such amendments, the “Original Credit Agreement”) to, among other things,
add the Netherlands Borrower as a borrower hereunder and
permit the borrowing of the Euro Term B-2 Loans and the Term B-45 Loans as described
herein. 
 NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereto agree as
follows: 
 SECTION 1 

Definitions 
 1.1 Defined Terms . As used
in this Agreement, the following terms shall have the following meanings: 
 “ABL Intercreditor Agreement”: initially, the
ABL Intercreditor Agreement (as defined in the Existing Term Loan Agreement), as supplemented by the joinder agreement, dated the Closing Date, among the Collateral Agent and the ABL Representative, as amended, supplemented, waived or otherwise modified from time to time; provided that upon written notice from the Borrower
Representative following the Closing Date, such
existing ABL Intercreditor Agreement shall be terminated and the Collateral Agent shall enter into an ABL Intercreditor Agreement substantially in the form of Exhibit J-1 among the Collateral
Agent, the ABL Representative and one or more Collateral Representatives for holders of Indebtedness permitted by this Agreement to be secured by the Collateral, with such modifications thereto as the Collateral Agent may reasonably agree.

 “ABL Representative”: initially, Bank of America, N.A., in its capacity as collateral agent under the Senior ABL
Agreement and the other Loan Documents (as defined therein) and any other collateral agent or representative of the holders of Senior ABL Obligations appointed as a representative for purposes related to the administration of the security documents
pursuant to the Senior ABL Agreement, in such capacity as provided in the Senior ABL Agreement. 
 “ABR”: when used in
reference to any Loan or Borrowing, is used when such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. 

“ABR Loans”: Loans to which the rate of interest applicable is based upon the Alternate Base Rate. 

“Accelerated”: as defined in Subsection 9.1(e). 

“Acceleration”: as defined in Subsection 9.1(e). 

  
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 “Acceptable Discount”: as defined in Subsection 4.4(l)(iv)(2). 

“Acceptable Prepayment Amount”: as defined in Subsection 4.4(l)(iv)(3). 

“Acceptance and Prepayment Notice”: a written notice from the Borrower Representative setting forth the Acceptable Discount pursuant to
Subsection 4.4(l)(iv)(2) substantially in the form of Exhibit N or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by
the Administrative Agent), appropriately completed and signed by a Responsible Officer of Holdings. 
 “Acceptance
Date”: as defined in Subsection 4.4(l)(iv)(2). 
 “Acquired Indebtedness”: Indebtedness of a Person
(i) existing at the time such Person becomes a Subsidiary or (ii) assumed in connection with the acquisition of assets from such Person, in each case other than Indebtedness Incurred in connection with, or in contemplation
of, such Person becoming a Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to be Incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary. 

“Acquisition Indebtedness”: Indebtedness of (A) Holdings or any Restricted Subsidiary Incurred to finance or
refinance, or otherwise Incurred in connection with, any acquisition of any assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or into Holdings or any Restricted Subsidiary, or (B) any
Person that is acquired by or merged or consolidated with or into Holdings or any Restricted Subsidiary (including Indebtedness thereof Incurred in connection with any such acquisition, merger or consolidation). 

“Additional Agent”: as defined in the Intercreditor Agreement. 

“Additional Assets”: (i) any property or assets that replace the property or assets that are the subject of an
Asset Disposition; (ii) any property or assets (other than Indebtedness and Capital Stock) used or to be used by Holdings or a Restricted Subsidiary or otherwise useful in a Related Business, and any capital expenditures in respect of
any property or assets already so used; (iii) the Capital Stock of a Person that is engaged in a Related Business and becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by Holdings or another Restricted
Subsidiary; or (iv) Capital Stock of any Person that at such time is a Restricted Subsidiary acquired from a third party. 

“Additional Incremental Lender”: as defined in Subsection 2.8(b). 

“Additional Indebtedness”: as defined in the Intercreditor Agreement or any Other Intercreditor Agreement, as applicable.

 “Additional Obligations”: senior or subordinated Indebtedness (which Indebtedness may be (x) secured by a
Lien ranking pari passu to the Lien securing the Term Loan Facilities Obligations, (y) secured by a Lien ranking junior to the Lien securing the Term Loan Facilities Obligations or (z) unsecured), including customary
bridge financings, in each case issued or incurred by a Loan Party, the terms of which Indebtedness (i) do not provide for a maturity date or weighted average life to maturity earlier than the Term BB-5 Loan Maturity Date or shorter than the
remaining weighted average life to maturity of the Term
BB-5 Loans, as the case may be
(other than an earlier maturity date and/or shorter weighted average life to maturity for customary bridge financings, which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent
financing which does not provide for an earlier maturity date or a shorter weighted average life to maturity than the Term BB-5 Loan Maturity Date or the remaining weighted average life to maturity of the Term BB-5 Loans, as applicable),
(ii) to the extent such Indebtedness is subordinated, provide for customary payment subordination to the Term Loan Facilities Obligations under the Loan Documents as reasonably determined by Holdings in good faith and
(iii) do not provide for any mandatory repayment or redemption from the Net Cash Proceeds of Asset Dispositions (other than any Asset Disposition in respect of any assets, business or Person the acquisition of which was financed, all or
in part, with such Additional Obligations and the disposition of which was contemplated by any definitive agreement in respect of such acquisition) or Recovery Events or from Excess Cash Flow, to the extent the Net Cash Proceeds of such Asset
Disposition or Recovery Event or such Excess Cash Flow are required to be applied to repay the Term B Loans 

  
 -2- 













 
hereunder pursuant to Subsection 4.4(e), on more than a ratable basis with the Term B Loans (after giving effect to any amendment in accordance with Subsection 11.1(d)(vi));
provided that (a) such Indebtedness shall not be secured by any Lien on any asset of any Loan Party that does not also secure the Term Loan Facilities Obligations, or be guaranteed by any Person other than the Loan Parties, and
(b) if secured by Collateral, such Indebtedness (and all related Obligations) shall be subject to the terms of the Intercreditor Agreement or an Other Intercreditor Agreement. 

“Additional Obligations Documents”: any document or instrument (including any guarantee, security agreement or mortgage)
issued or executed and delivered with respect to any Additional Obligations or Rollover Indebtedness by any Loan Party. 

“Additional Specified Refinancing Lender”: as defined in Subsection 2.11(b). 

“Adjustment Date”: each date on or after the last day of Holdings’ first full fiscal quarter ended at least three months
after the Amendment No. 2 Effective Date that is the second Business Day following receipt by the Lenders of both (a) the financial statements required to be delivered pursuant to Subsection 7.1(a) or Subsection
7.1(b), as applicable, for the most recently completed fiscal period and (b) the related Compliance Certificate required to be delivered pursuant to Subsection 7.2(a) with respect to such fiscal period. 

“Administrative Agent”: as defined in the Preamble hereto and shall include any successor to the Administrative Agent
appointed pursuant to Subsection 10.9. 
 “Administrative Agent’s Office”: the Administrative Agent’s
address and, as appropriate, account as set forth in Subsection 11.2(a), or such other address or account as the Administrative Agent may from time to time notify to the Borrower Representative and the Lenders. 

“Affected Eurodollar Rate”: as defined in Subsection 4.7. 

“Affected Loans”: as defined in Subsection 4.9. 

“Affiliate”: as to any specified Person, any other Person, directly or indirectly, controlling or controlled by or under
direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 

“Affiliate Transaction”: as defined in Subsection 8.5(a). 

“Affiliated Debt Fund”: any Affiliated Lender that is primarily engaged in, or advises funds or other investment vehicles
that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, notes, bonds and similar extensions of credit or securities in the ordinary course, so long as (i) any such Affiliated Lender is managed as to
day-to-day matters (but excluding, for the avoidance of doubt, as to strategic direction and similar matters) independently from Sponsor and any Affiliate of Sponsor that is not primarily engaged in the investing activities described above,
(ii) any such Affiliated Lender has in place customary information screens between it and Sponsor and any Affiliate of Sponsor that is not primarily engaged in the investing activities described above, and (iii) neither Holdings nor any of
its Subsidiaries directs or causes the direction of the investment policies of such entity. 
 “Affiliated Lender”: any
Lender that is (i) a Permitted Affiliated Assignee or (ii) to the extent such Lender is the “beneficial owner” of at least 10.0% of the total voting power of the Voting Stock of Holdings, any other Permitted Holder. 

“Affiliated Lender Assignment and Assumption”: as defined in Subsection 11.6(h)(i)(1). 

“Agents”: the collective reference to the Administrative Agent and the Collateral Agent and “Agent” shall
mean any of them. 

  
 -3- 













 “Agreement”: this Credit Agreement, as amended, supplemented, waived or
otherwise modified from time to time. 
 “Alternate Base Rate”: for any day, a fluctuating rate per annum (rounded upward,
if necessary, to the nearest 1/100th of 1.00%) equal to the greatest of (a) the Base Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus 0.50%, (c) the LIBOR Rate plus
1.00% and (d) 1.00% per annum. If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Rate or the LIBOR Rate for any reason, including
the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (b) or (c) above, as the case
may be, of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Base Rate, the Federal Funds Rate or the LIBOR Rate shall be effective on the
effective date of such change in the Base Rate, the Federal Funds Rate or the LIBOR Rate, respectively. 
 “Amendment”: as
defined in Subsection 8.3(c). 
 “Amendment No. 1”: Amendment No. 1 to this Agreement, dated as of
January 19, 2017, by and among the Loan Parties, the Administrative Agent and the Amendment No. 1 Consenting Lenders. 

“Amendment No. 1 Consenting Lender”: each Lender that provided the Administrative Agent with a counterpart to Amendment
No. 1 executed by such Lender prior to the Amendment No. 1 Effective Date. 
 “Amendment No. 1 Effective
Date”: has the meaning specified in Amendment No. 1. 
 “Amendment No. 2”: Amendment No. 2 to this
Agreement, dated as of November 28, 2017, by and among the Loan Parties, the Administrative Agent, Bank of America, N.A. and the Amendment No. 2 Consenting Lenders. 

“Amendment No. 2 Consenting Lender”: each Lender that provided the Administrative Agent with a counterpart to Amendment
No. 2 executed by such Lender prior to the Amendment No. 2 Effective Date. 
 “Amendment No. 2 Effective
Date”: has the meaning specified in Amendment No. 2. 
 “Amendment No. 2 Lead Arrangers”: Bank of
America, N.A., Goldman Sachs Lending Partners LLC, Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, HSBC Securities (USA) Inc., SunTrust Robinson Humphrey, Inc., Morgan Stanley Senior Funding, Inc., Barclays
Bank PLC, Citigroup Global Markets Inc., BMO Capital Markets Corp., U.S. Bank National Association and Credit Suisse Securities (USA) LLC, as Joint Lead Arrangers. 

“Amendment No. 3”: Amendment No. 3 to this Agreement, dated as of February 23, 2019, by and between the U.S. Borrower and the Administrative Agent. 

“Amendment No. 4”: Amendment No. 4 to this Agreement, dated as of February 28, 2019, by and among the Loan
Parties, the Administrative Agent and the Lenders party thereto. 
 “Amendment No. 4 Acquisition”: the acquisition
contemplated by that certain Agreement and Plan of Merger, dated as of September 17, 2018, by and among Nexeo Solutions, Inc., a Delaware corporation, the
U.S. Borrower, Pilates Merger Sub I Corp, a Delaware
corporation, and Pilates Merger Sub II LLC, a Delaware limited liability company. 
 “Amendment No. 4
Transactions”: the entry into Amendment No. 4 on the Amendment No. 4 Effective Date, the borrowing of the Euro Term B-2 Loans and the Term B-4 Loans, the consummation of the Amendment No. 4 Acquisition, the payment of fees
and expenses in connection with each of the foregoing and the related transactions in connection therewith. 

  
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 “Amendment No. 4 Effective Date”: has the meaning specified in
Amendment No. 4. 
 “Amendment No. 4 Lead Arrangers”: Goldman Sachs Bank USA, Merrill Lynch, Pierce,
Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking,
commercial lending services or related businesses may be transferred following the date of this Agreement), Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC, as Joint Lead Arrangers. 

“Amendment
No. 5”: Amendment No. 5 to this Agreement, dated as of November 22, 2019, by and among the Loan Parties, the Administrative Agent and the Lenders party thereto. 

“Amendment
No. 5 Effective Date”: has the meaning specified in Amendment No. 5. 
 “Amendment No. 5 Lead Arrangers”: Goldman Sachs Bank USA, BofA Securities, Inc., BMO Capital Markets Corp. Citigroup Global
Markets Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., U.S. Bank National Association and Wells Fargo Securities, LLC, as Joint Lead Arrangers. 

“Amendment
No. 5 Transactions”: the entry into Amendment No. 5 on the Amendment No. 5 Effective Date, the borrowing of the Term B-5 Loans, the repayment of the Euro Term B-2 Loans, the payment of fees and expenses in connection with each of
the foregoing and the related transactions in connection therewith. 
 “Amendment Transactions”: the entry
into Amendment No. 2 on the Amendment No. 2 Effective Date, the borrowings and/or conversions of the Term B-3 Loans and the prepayment of the Non-Converted Term B-2 Loans and the Euro Term B-1 Loans and the payment of fees and expenses in
connection with each of the foregoing and the related transactions in connection therewith. 
 “Applicable Discount”: as
defined in Subsection 4.4(l)(iii)(2). 
 “Applicable Margin”: in respect of (a) Term B-3 Loans during
the period from the Amendment No. 2 Effective Date until the first Adjustment Date thereafter, (i) with respect to ABR Loans, 1.50% per annum, and (ii) with respect to Eurodollar Loans, 2.50% per annum,
(b) Term B-4 Loans during the period from the Amendment No. 4 Effective Date until the first Adjustment Date thereafter, (i) with respect to ABR Loans, 1.50% per annum, and (ii) with respect to
Eurodollar Loans, 2.50% per annum and (c) Euro Term B-25 Loans, 2.75(i) with respect to ABR Loans, 1.00% per annum,
and (ii) with respect to Eurodollar Loans, 2.00% per annum. The Applicable Margins with respect to Term B-3 Loans and Term B-4 Loans
will be adjusted on each Adjustment Date to the applicable rate per annum set forth under the heading “Applicable Margin for Term B-3 Loans” or “Applicable Margin for Term
B-4 Loans”, as applicable, on the Pricing Grid which corresponds to the Consolidated Total Leverage Ratio determined from the financial statements and Compliance Certificate relating to the end of the fiscal quarter immediately preceding such
Adjustment Date; provided that in the event that the financial statements required to be delivered pursuant to Subsection 7.1(a) or 7.1(b), as applicable, and the related Compliance Certificate required to be delivered pursuant
to Subsection 7.2(a), are not delivered when due, then: 
 (1) if such financial statements and Compliance
Certificate are delivered after the date such financial statements and Compliance Certificate were required to be delivered (without giving effect to any applicable cure period) and the Applicable Margin increases from that previously in effect as a
result of the delivery of such financial statements, then the Applicable Margin in respect of Term B-3 Loans and, Term B-4 Loans
and Term B-5 Loans during the period from the date upon
which such financial statements were required to be delivered (without giving effect to any applicable cure period) until the date upon which they actually are delivered shall, except as otherwise provided in clause (3) below, be the Applicable
Margin as so increased; 

  
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 (2) if such financial statements and Compliance Certificate are delivered
after the date such financial statements and Compliance Certificate were required to be delivered and the Applicable Margin decreases from that previously in effect as a result of the delivery of such financial statements, then such decrease in the
Applicable Margin shall not become applicable until the date upon which the financial statements and Compliance Certificate actually are delivered, and 

(3) if such financial statements and Compliance Certificate are not delivered prior to the expiration of the applicable cure
period, then, effective upon such expiration, for the period from the date upon which such financial statements and Compliance Certificate were required to be delivered (after the expiration of the applicable cure period) until two Business Days
following the date upon which they actually are delivered, the Applicable Margin with respect to the Term B-3 Loans and, Term B-4 Loans
and Term B-5 Loans shall be those applicable prior to the
first Adjustment Date (it being understood that the foregoing shall not limit the rights of the Administrative Agent and the Lenders set forth in Subsection 9). 

“Apollo”: Apollo Investment
Corporation, Apollo Global Management, LLC, AIE Eurolux S.àr.l. and any of their respective Affiliates. 

“Approved Fund”: as defined in Subsection 11.6(b). 

“Asset Disposition”: any sale, lease, transfer or other disposition of shares of Capital Stock of a Restricted Subsidiary
(other than directors’ qualifying shares, or (in the case of a Foreign Subsidiary) to the extent required by applicable law), property or other assets (each referred to for the purposes of this definition as a “disposition”) by
Holdings or any of its Restricted Subsidiaries (including any disposition by means of a merger, consolidation or similar transaction) other than (i) a disposition to Holdings or a Restricted Subsidiary, (ii) a disposition in
the ordinary course of business, (iii) a disposition of Cash Equivalents, Investment Grade Securities or Temporary Cash Investments, (iv) the sale or discount (with or without recourse, and on customary or commercially
reasonable terms) of accounts receivable or notes receivable arising in the ordinary course of business, or the conversion or exchange of accounts receivable for notes receivable, (v) any Restricted Payment Transaction,
(vi) a disposition that is governed by Subsection 8.7, (vii) any Financing Disposition, (viii) any “fee in lieu” or other disposition of assets to any Governmental Authority that continue in use
by Holdings or any Restricted Subsidiary, so long as Holdings or any Restricted Subsidiary may obtain title to such assets upon reasonable notice by paying a nominal fee, (ix) any exchange of property pursuant to or intended to qualify
under Section 1031 (or any successor section) of the Code, or any exchange of equipment to be leased, rented or otherwise used in a Related Business, (x) any financing transaction with respect to property built or acquired by
Holdings or any Restricted Subsidiary after the Closing Date, including any sale/leaseback transaction or asset securitization, (xi) any disposition arising from foreclosure, condemnation, eminent domain, or similar action with respect
to any property or other assets, or exercise of termination rights under any lease, license, concession or other agreement, or necessary or advisable (as determined by Holdings in good faith) in order to consummate any acquisition of any Person,
business or assets, or pursuant to buy/sell arrangements under any joint venture or similar agreement or arrangement, (xii) any disposition of Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary,
(xiii) a disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than Holdings or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from
whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), entered into in connection with such acquisition, (xiv) a disposition of not more than 5.0% of the
outstanding Capital Stock of a Foreign Subsidiary that has been approved by the Board of Directors, (xv) any disposition or series of related dispositions for aggregate consideration not to exceed $50.0 million, (xvi) the
abandonment or other disposition of patents, trademarks or other intellectual property that are, in the reasonable judgment of Holdings, no longer economically practicable to maintain or useful in the conduct of the business of Holdings and its
Subsidiaries taken as a whole, (xvii) any license, sublicense or other grant of rights in or to any trademark, copyright, patent or other intellectual property or (xviii) any Exempt Sale and Leaseback Transaction. 

“Assignee”: as defined in Subsection 11.6(b)(i). 

“Assignment and Acceptance”: an Assignment and Acceptance, substantially in the form of Exhibit E hereto or any other
form (including documentation generated by use of an electronic platform) approved by the Administrative Agent. 

  
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 “Bail-In Action” means the exercise of any Write-Down and Conversion Powers
by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. 
 “Bail-In
Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to
time which is described in the EU Bail-In Legislation Schedule. 
 “Bank of America” means Bank of America, N.A. and its
successors. 
 “Bank Products Agreement”: any agreement pursuant to which a bank or other financial institution agrees to
provide (a) treasury services, (b) credit card, merchant card, purchasing card or stored value card services (including the processing of payments and other administrative services with respect thereto), (c) cash
management services (including controlled disbursements, automated clearinghouse transactions, return items, netting, overdrafts, depository, lockbox, stop payment, electronic funds transfer, information reporting, wire transfer and interstate
depository network services) and (d) other banking products or services as may be requested by Holdings or any Restricted Subsidiary (other than letters of credit and other than loans and advances. except indebtedness arising from
services described in clauses (a) through (c) of this definition). 
 “Bank Products Obligations”: of any Person
means the obligations of such Person pursuant to any Bank Products Agreement. 
 “Bankruptcy Proceeding”: as defined in
Subsection 11.6(h)(iv). 
 “Base Rate”: means for any day a fluctuating rate per annum equal to the rate of interest
in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and
desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take
effect at the opening of business on the day specified in the public announcement of such change. 
 “Benefit Plan” means
any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include
(for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. 

“Benefited Lender”: as defined in Subsection 11.7(a). 

“Board”: the Board of Governors of the Federal Reserve System. 

“Board of Directors”: for any Person, the board of directors or other governing body of such Person or, if such Person does
not have such a board of directors or other governing body and is owned or managed by a single entity, the board of directors or other governing body of such entity, or, in either case, any committee thereof duly authorized to act on behalf of such
board of directors or other governing body. Unless otherwise provided, “Board of Directors” means the Board of Directors of Holdings. 

“Borrower
”: as defined in the Preamble hereto. and “Borrowers”: the U.S. Borrower, the Netherlands Borrower and each Subsidiary Borrower from time to time party
hereto; provided, that, as of the Amendment No. 5 Effective Date, the “Borrowers” with respect to the Term B-3 Loans, Term B-4 Loans and Term B-5 Loans are the U.S. Borrower and the Netherlands Borrower. 
 “Borrower Materials”: as defined in Subsection 11.2(e). 

“Borrower Offer of Specified Discount Prepayment”: the offer by the Borrower Representative to make a voluntary prepayment of Term Loans at a
specified discount to par pursuant to Subsection 4.4(l)(ii). 

  
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“Borrower
Representative”: the U.S. Borrower or such other Borrower as may be designated as the “Borrower Representative” by the Borrowers from time to time, in each case in its capacity as Borrower Representative pursuant to the provisions of
Subsection 1.3. 
 “Borrower Solicitation of Discount Range Prepayment Offers”: the solicitation by the
Borrower Representative of offers for, and the
corresponding acceptance, if any, by a Lender
of, a voluntary prepayment of Term Loans at a
specified range at a discount to par pursuant to Subsection 4.4(l)(iii). 
 “Borrower Solicitation of Discounted
Prepayment Offers”: the solicitation by the Borrower Representative of offers for, and the subsequent acceptance, if any, by a Lender of a voluntary prepayment of Term Loans at a discount to par pursuant to Subsection 4.4(l)(iv). 

“Borrowing”: the borrowing of one Type of Loan of a single Tranche from all the Lenders having Commitments or other
commitments of the respective Tranche on a given date (or resulting from a conversion or conversions on such date) having, in the case of Eurodollar Loans or EURIBOR Loans, the same Interest Period. 

“Borrowing Date”: any Business Day specified in a notice delivered pursuant to Subsection 2.3 as a date on which
the Borrower Representative requests the Lenders to make
Loans hereunder. 
 “Broad Street”: Broad Street
Principal Investments, L.L.C. and any of its Affiliates. 
 “Business Day”: means any day other than a
Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect to Obligations denominated in Dollars is located and:

 (a) if such day relates to any interest rate settings as to a Eurodollar Loan denominated in Dollars, any fundings, disbursements,
settlements and payments in Dollars in respect of any such Eurodollar Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurodollar Loan, means any such day that is also a London Banking Day;
and 
 (b) if such day relates to any interest rate settings as to a EURIBOR Loan denominated in Euro, any fundings, disbursements,
settlements and payments in Euro in respect of any such EURIBOR Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such EURIBOR Loan, means a TARGET Day. 

“Canadian Subsidiary”: any Restricted Subsidiary of Holdings which is incorporated or otherwise organized under the laws of
Canada or any province or territory thereof. 
 “Capital Expenditures”: for any period, the aggregate of all expenditures
(whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized under leases evidencing Capitalized Lease Obligations) by Holdings and the Restricted Subsidiaries during such period that, in conformity
with GAAP, are or are required to be included as capital expenditures on a consolidated statement of cash flows of Holdings. 

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

“Capitalized Lease Obligation”: an obligation that is required to be classified and accounted for as a capitalized lease for
financial reporting purposes in accordance with GAAP. The Stated Maturity of any Capitalized Lease Obligation shall be the date of the last payment of rent or any other amount due under the related lease. 

“Captive Insurance Subsidiary”: any Subsidiary of Holdings that is subject to regulation as an insurance company (or any
Subsidiary thereof). 

  
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 “Cash Equivalents”: any of the following: (a) money,
(b) securities issued or fully guaranteed or insured by the United States of America, Canada, the United Kingdom,
Switzerland or a member state of the European Union or any agency or instrumentality of any thereof, (c) time deposits, certificates of deposit or bankers’ acceptances of (i) any bank or other institutional
lender under this Agreement or any affiliate thereof or (ii) any commercial bank having capital and surplus in excess of $500,000,000 (or the foreign currency equivalent thereof as of the date of such investment) and the commercial paper
of the holding company of which is rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s (or, if at such time neither is issuing ratings, a comparable rating of another nationally
recognized rating agency), (d) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (b) and (c) above entered into with any financial institution meeting the
qualifications specified in clause (c)(i) or (c)(ii) above, (e) money market instruments, commercial paper or other short-term obligations rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by
Moody’s (or, if at such time neither is issuing ratings, a comparable rating of another nationally recognized rating agency), (f) investments in money market funds subject to the risk limiting conditions of Rule 2a-7 or any
successor rule of the SEC under the Investment Company Act of 1940, as amended, (g) investments similar to any of the foregoing denominated in foreign currencies approved by the Board of Directors, and (h) solely with respect
to any Captive Insurance Subsidiary, any investment that person is permitted to make in accordance with applicable law. 

“CD&R”: Clayton, Dubilier & Rice, LLC and any successor in interest thereto, and any successor to its investment
management business. 
 “CD&R Fund VIII”: Clayton, Dubilier & Rice Fund VIII, L.P., a Cayman Islands exempted
limited partnership, and any successor in interest thereto. 
 “CD&R Investors”: collectively, (i) CD&R
Fund VIII, (ii) CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, and (iii) any Affiliate of any CD&R Investor identified in clauses
(i) and (ii) of this definition. 
 “Change in Law”: as defined in Subsection 4.11(a). 

“Change of Control”: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act), other than one or more Permitted Holders or a Parent Entity, becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50.0% of the total voting
power of the Voting Stock of Holdings; provided that (x) so long as Holdings is a Subsidiary of any Parent Entity, no “person” shall be deemed to be or become a “beneficial owner” of more than 50.0% of the
total voting power of the Voting Stock of Holdings unless such “person” shall be or become a “beneficial owner” of more than 50.0% of the total voting power of the Voting Stock of such Parent Entity and (y) any Voting
Stock of which any Permitted Holder is the “beneficial owner” shall not in any case be included in any Voting Stock of which any such “person” is the “beneficial owner”; (ii) Holdings sells or transfers, in
one or a series of related transactions, all or substantially all of the assets of Holdings and its Restricted Subsidiaries to, another Person (other than one or more Permitted Holders) and any “person” (as defined in clause (i)
above), other than one or more Permitted Holders or any Parent Entity, is or becomes the “beneficial owner” (as so defined), directly or indirectly, of more than 50.0% of the total voting power of the Voting Stock of the transferee Person
in such sale or transfer of assets, as the case may be; provided that (x) so long as such transferee Person is a Subsidiary of a parent Person, no “person” shall be deemed to be or become a “beneficial owner”
of more than 50.0% of the total voting power of the Voting Stock of such transferee Person unless such “person” shall be or become a “beneficial owner” of more than 50.0% of the total voting power of the Voting Stock of such
parent Person and (y) any Voting Stock of which any Permitted Holder is the “beneficial owner” shall not in any case be included in any Voting Stock of which any such “person” is the beneficial owner; or
(iii) Holdings shall cease to own, directly or indirectly, 100.0% of the Capital Stock of
theany Borrower (or any Successor
Borrower); or (iv) a “Change of Control” as defined in the Senior Notes Indenture (or any indenture or other agreement governing Refinancing Indebtedness in respect of the Senior Notes, and in each case in an aggregate
principal amount equal to or greater than $150.0 million). 
 “Change of Control Offer”: as defined in Subsection
8.8(a). 
 “Claim”: as defined in Subsection 11.6(h)(iv). 

  
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 “Closing Date”: the date on which all the conditions precedent set forth in Subsection 6.1 shall be satisfied or waivedJuly 1, 2015. 

“Code”: the Internal Revenue Code of 1986, as amended from time to time. 

“Collateral”:
(i) with respect to Holdings, the U.S. Borrower and the other Loan Parties that are Domestic Subsidiaries
(including any Subsidiary Borrower that is a Domestic Subsidiary), all assets of
thesuch Loan Parties, now owned or hereafter
acquired or in which such Loan Party has right, title or interest, upon which a Lien is purported to be created by any Security Document. and (ii) with respect to the Netherlands Borrower, any Subsidiary Borrower that is a Foreign Subsidiary and any
other Foreign Subsidiaries that become Subsidiary Guarantors pursuant to the last sentence of Subsection 7.9(b), all assets of such Loan Parties, now owned or hereafter acquired or in which such Loan Party has right, title or interest, upon which a
Lien is purported to be created by any Security Document, in the case of this clause (ii), limited by and subject in all respects to the Foreign Subsidiary Documentation Principles. 

 “Collateral Agent”: as defined in the Preamble hereto and shall include any successor to the Collateral Agent
appointed pursuant to Subsection 10.9. 
 “Collateral Representative”: (i) if the Intercreditor
Agreement is then in effect, the Senior Priority Representative (as defined therein), (ii) the ABL Collateral Representative or Term Loan Collateral Representative with respect to the ABL Intercreditor (each as defined therein), as
applicable and (iii) if any Other Intercreditor Agreement is then in effect, the Person acting as representative for the Collateral Agent and the Secured Parties thereunder for the applicable purpose contemplated by this Agreement and
the Guarantee and Collateral Agreement. 
 “Commitment”: as to any Lender, such Lender’s Term Loan Commitments or
Incremental Commitments, as the context requires. 
 “Commodities Agreement”: in respect of a Person, any commodity futures
contract, forward contract, option or similar agreement or arrangement (including derivative agreements or arrangements), as to which such Person is a party or beneficiary. 

“Commonly Controlled Entity”: an entity, whether or not incorporated, which is under common control with Holdings within the
meaning of Section 4001 of ERISA or is part of a group which includes Holdings and which is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412
of the Code, is treated as a single employer under Sections 414(m) and (o) of the Code. 
 “Compliance Certificate”:
as defined in Subsection 7.2(a). 
 “Conduit Lender”: any special purpose corporation organized and administered by
any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument delivered to the Administrative Agent (a copy of which shall be provided by the Administrative Agent to
Holdings on request); provided that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations under this Agreement, including its obligation to fund a Loan if, for any reason, its
Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its
Conduit Lender, and provided, further, that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to any provision of this Agreement, including Subsection 4.10, 4.11, 4.12 or
11.5, than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender if such designating Lender had not designated such Conduit Lender hereunder, (b) be deemed to
have any Commitment or (c) be designated if such designation would otherwise increase the costs of any Facility to Holdings. 

“Confidential Information Memorandum”: that certain Confidential Information Memorandum furnished to the Lenders on or about
June 2015. 

  
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 “Consolidated Coverage Ratio”: as of any date of determination, the ratio
of (i) the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements of Holdings are available to
(ii) Consolidated Interest Expense for such four fiscal quarters; provided that 
 (1) if, since the beginning
of such period, Holdings or any Restricted Subsidiary has Incurred any Indebtedness or Holdings has issued any Designated Preferred Stock that remains outstanding on such date of determination or if the transaction giving rise to the need to
calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness or an issuance of Designated Preferred Stock of Holdings, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a
pro forma basis to such Indebtedness or Designated Preferred Stock as if such Indebtedness or Designated Preferred Stock had been Incurred or issued, as applicable, on the first day of such period (except that in making such computation, the amount
of Indebtedness under any revolving credit facility outstanding on the date of such calculation shall be computed based on (A) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for
which such facility was outstanding or (B) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date
of such calculation), 
 (2) if, since the beginning of such period, Holdings or any Restricted Subsidiary has repaid,
repurchased, redeemed, defeased or otherwise acquired, retired or discharged any Indebtedness, or any Designated Preferred Stock of Holdings, that is no longer outstanding on such date of determination (each, a “Discharge”) or if
the transaction giving rise to the need to calculate the Consolidated Coverage Ratio involves a Discharge of Indebtedness (in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been repaid
with an equivalent permanent reduction in commitments thereunder) or a Discharge of Designated Preferred Stock of Holdings, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma
basis to such Discharge of such Indebtedness or Designated Preferred Stock, including with the proceeds of such new Indebtedness or such new Designated Preferred Stock of Holdings, as if such Discharge had occurred on the first day of such period,

 (3) if, since the beginning of such period, Holdings or any Restricted Subsidiary shall have disposed of any company, any
business or any group of assets constituting an operating unit of a business or designated any Restricted Subsidiary as an Unrestricted Subsidiary (any such disposition or designation, a “Sale”), the Consolidated EBITDA for such
period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets that are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable
thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to (A) the Consolidated Interest Expense attributable to any Indebtedness of Holdings or any Restricted Subsidiary repaid,
repurchased, redeemed, defeased or otherwise acquired, retired or discharged with respect to Holdings and its continuing Restricted Subsidiaries in connection with such Sale for such period (including, but not limited to, through the assumption of
such Indebtedness by another Person) plus (B) if the Capital Stock of any Restricted Subsidiary is sold or any Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Consolidated Interest Expense for such period
attributable to the Indebtedness of such Restricted Subsidiary to the extent Holdings and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such Sale, 

(4) if, since the beginning of such period, Holdings or any Restricted Subsidiary (by merger, consolidation or otherwise)
shall have made an Investment in any Person that thereby becomes a Restricted Subsidiary, or otherwise acquired any company, any business or any group of assets constituting an operating unit of a business, including any such Investment or
acquisition occurring in connection with a transaction causing a calculation to be made hereunder, or designated any Unrestricted Subsidiary as a Restricted Subsidiary (any such Investment, acquisition or designation, a “Purchase”),
Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any related Indebtedness) as if such Purchase occurred on the first day of such period, and


  
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 (5) if, since the beginning of such period, any Person became a Restricted
Subsidiary or was merged or consolidated with or into Holdings or any Restricted Subsidiary, and since the beginning of such period such Person shall have Discharged any Indebtedness or made any Sale or Purchase that would have required an
adjustment pursuant to clause (2), (3) or (4) above if made by Holdings or a Restricted Subsidiary since the beginning of such period, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving
pro forma effect thereto as if such Discharge, Sale or Purchase occurred on the first day of such period; 
 provided that (in the event that
Holdings shall classify Indebtedness Incurred on the date of determination as Incurred in part under Subsection 8.1(a) and in part under Subsection 8.1(b), as provided in Subsection 8.1(c)(iii)) any such pro forma
calculation of Consolidated Interest Expense shall not give effect to any such Incurrence of Indebtedness on the date of determination pursuant to Subsection 8.1(b) (other than, if Holdings at its option has elected to disregard Indebtedness
being Incurred on the date of determination in part under Subsection 8.1(a) for purposes of calculating the Consolidated Total Leverage Ratio for Incurring Indebtedness on the date of determination in part under Subsection 8.1(b)(x),
Subsection 8.1(b)(x)) or to any Discharge of Indebtedness from the proceeds of any such Incurrence pursuant to such Subsection 8.1(b) (other than Subsection 8.1(b)(x), if the Incurrence of Indebtedness under Subsection
8.1(b)(x) is being given effect to in the calculation of the Consolidated Coverage Ratio). 
 For purposes of this definition, whenever
pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred or repaid, repurchased,
redeemed, defeased or otherwise acquired, retired or discharged in connection therewith, the pro forma calculations in respect thereof (including in respect of anticipated cost savings or synergies relating to any such Sale, Purchase or other
transaction) shall be as determined in good faith by the Chief Financial Officer or a Responsible Officer of Holdings; provided that with respect to cost savings or synergies relating to any Sale, Purchase or other transaction, the related
actions are expected by Holdings to be taken no later than 18 months after the date of determination. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be
calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness). If any Indebtedness bears, at the option of
Holdings or a Restricted Subsidiary, a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating rate, and such Indebtedness is being given pro forma effect, the interest expense on such
Indebtedness shall be calculated by applying such optional rate as Holdings or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma effect was Incurred under a revolving credit facility, the interest expense on
such Indebtedness shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate determined in good faith by a
responsible financial or accounting officer of Holdings to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. 

“Consolidated EBITDA”: for any period, the Consolidated Net Income for such period, plus (x) the following
to the extent deducted in calculating such Consolidated Net Income, without duplication: (i) provision for all taxes (whether or not paid, estimated or accrued) based on income, profits or capital (including penalties and interest, if
any), (ii) Consolidated Interest Expense, all items excluded from the definition of Consolidated Interest Expense pursuant to clause (iii) thereof (other than Special Purpose Financing Expense), any Special Purpose Financing Fees,
and to the extent not reflected in Consolidated Interest Expense, costs of surety bonds in connection with financing activities, (iii) depreciation, (iv) amortization (including but not limited to amortization of goodwill and
intangibles and amortization and write-off of financing costs), (v) any non-cash charges or non-cash losses, (vi) any expenses or charges related to any equity offering, Investment or Indebtedness permitted by this Agreement
(whether or not consummated or incurred, and including any offering or sale of Capital Stock to the extent the proceeds thereof were intended to be contributed to the equity capital of Holdings or its Restricted Subsidiaries), (vii) the
amount of any loss attributable to non-controlling interests, (viii) all deferred financing costs written off and premiums paid in connection with any early extinguishment of Hedging Obligations or other derivative instruments,
(ix) any management, monitoring, consulting and advisory fees and related expenses paid to any of the Sponsors or any of their respective Affiliates, (x) interest and investment income, (xi) the amount of loss on
any Financing Disposition, and (xii) any costs or expenses pursuant to any management or employee stock option or other equity-related plan, program or arrangement, or other benefit plan, program or arrangement, or any equity
subscription or equityholder agreement, to the extent funded with cash proceeds contributed to the capital of Holdings or an issuance of Capital 

  
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Stock of Holdings (other than Disqualified Stock) and excluded from the calculation set forth in Subsection 8.2(a)(3)(B), plus (y) the amount of net cost savings
projected by Holdings in good faith to be realized as the result of actions taken or to be taken on or prior to the date that is 18 months after the Closing Date, or 18 months after the consummation of any operational change, respectively
(calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions (which adjustments may be incremental to pro forma
adjustments made pursuant to the proviso to the definition of “Consolidated Coverage Ratio,” “Consolidated Secured Leverage Ratio” or “Consolidated Total Leverage Ratio”). 

“Consolidated Interest Expense”: for any period, (i) the total interest expense of Holdings and its Restricted
Subsidiaries to the extent deducted in calculating Consolidated Net Income, net of any interest income of Holdings and its Restricted Subsidiaries, including any such interest expense consisting of (A) interest expense attributable to
Capitalized Lease Obligations, (B) amortization of debt discount, (C) interest in respect of Indebtedness of any other Person that has been Guaranteed by Holdings or any Restricted Subsidiary, but only to the extent that such
interest is actually paid by Holdings or any Restricted Subsidiary, (D) non-cash interest expense, (E) the interest portion of any deferred payment obligation, and (F) commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers’ acceptance financing, plus (ii) Preferred Stock dividends paid in cash in respect of Disqualified Stock of Holdings held by Persons other than Holdings or a
Restricted Subsidiary or in respect of Designated Preferred Stock of Holdings pursuant to Subsections 8.2(b)(xi)(A), minus (iii) to the extent otherwise included in such interest expense referred to in clause
(i) above, Special Purpose Financing Expense, accretion or accrual of discounted liabilities not constituting Indebtedness, expense resulting from discounting of Indebtedness in conjunction with recapitalization or purchase accounting, and any
“additional interest” in respect of registration rights arrangements for any securities, amortization or write-off of financing costs, in each case under clauses (i) through (iii) above as determined on a Consolidated basis in
accordance with GAAP; provided that gross interest expense shall be determined after giving effect to any net payments made or received by Holdings and its Restricted Subsidiaries with respect to Interest Rate Agreements. 

“Consolidated Net Income”: for any period, the net income (loss) of Holdings and its Restricted Subsidiaries, determined on a
Consolidated basis in accordance with GAAP and before any reduction in respect of Preferred Stock dividends; provided that, without duplication, there shall not be included in such Consolidated Net Income: 

(i) any net income (loss) of any Unrestricted Subsidiary and (solely for purposes of determining the amount available for
Restricted Payments under Section 8.2(a)(3)(A) and Excess Cash Flow), any net income (loss) of any Person if such Person is not Holdings or a Restricted Subsidiary, except that (A) Holdings’ or any Restricted
Subsidiary’s net income of any such Person for such period shall be increased by the aggregate amount actually distributed by such Person during such period to Holdings or a Restricted Subsidiary as a dividend or other distribution (subject, in
the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (ii) below), to the extent not already included therein, and (B) Holdings’ or any Restricted Subsidiary’s
equity in the net loss of such Person shall be included to the extent of the aggregate Investment of Holdings or any of its Restricted Subsidiaries in such Person, 

(ii) solely for purposes of determining the amount available for Restricted Payments under Subsection 8.2(a)(3)(A) and
Excess Cash Flow, any net income (loss) of any Restricted Subsidiary that is not a Subsidiary
GuarantorLoan Party if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on
the payment of dividends or the making of similar distributions by such Restricted Subsidiary, directly or indirectly, to Holdings by operation of the terms of such Restricted Subsidiary’s charter or any agreement, instrument, judgment, decree,
order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its stockholders (other than (x) restrictions that have been waived or otherwise released, (y) restrictions pursuant to this
Agreement or the other Loan Documents, and (z) restrictions in effect on the Closing Date with respect to a Restricted Subsidiary and other restrictions with respect to such Restricted Subsidiary that taken as a whole are not materially
less favorable to the Lenders than such restrictions in effect on the Closing Date as determined by Holdings in good faith), except that (A) Holdings’ equity in the net income of any such Restricted Subsidiary for such period shall
be included in such Consolidated Net Income up to the aggregate amount of any dividend or distribution that was or that 

  
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could have been made by such Restricted Subsidiary during such period to Holdings or another Restricted Subsidiary (subject, in the case of a dividend that could have been made to another
Restricted Subsidiary, to the limitation contained in this clause (ii)) and (B) the net loss of such Restricted Subsidiary shall be included to the extent of the aggregate Investment of Holdings or any of its other Restricted
Subsidiaries in such Restricted Subsidiary, 
 (iii) (x) any gain or loss realized upon the sale, abandonment or
other disposition of any asset of Holdings or any Restricted Subsidiary (including pursuant to any sale/leaseback transaction) that is not sold, abandoned or otherwise disposed of in the ordinary course of business (as determined in good faith by
the Board of Directors) and (y) any gain or loss realized upon the disposal, abandonment or discontinuation of operations of Holdings or any Restricted Subsidiary, 

(iv) any extraordinary, unusual or nonrecurring gain, loss or charge (including fees, expenses and charges (or any amortization
thereof) associated with the Transactions, the Amendment Transactions or any acquisition, merger or consolidation, whether or not completed, after the date hereof or any accounting change), any severance, relocation, consolidation, closing,
integration, facilities opening, business optimization, transition or restructuring costs, charges or expenses, any signing, retention or completion bonuses, and any costs associated with curtailments or modifications to pension and post-retirement
employee benefit plans, 
 (v) the cumulative effect of a change in accounting principles, 

(vi) all deferred financing costs written off and premiums paid in connection with any early extinguishment of Indebtedness or
Hedging Obligations or other derivative instruments, 
 (vii) any unrealized gains or losses in respect of Hedge Agreements,

 (viii) any unrealized foreign currency translation gains or losses, including in respect of Indebtedness of any Person
denominated in a currency other than the functional currency of such Person, 
 (ix) any non-cash compensation charge arising
from any grant of limited liability company interests, stock, stock options or other equity based awards, 
 (x) to the
extent otherwise included in Consolidated Net Income, any unrealized foreign currency translation gains or losses, including in respect of Indebtedness or other obligations of Holdings or any Restricted Subsidiary owing to Holdings or any Restricted
Subsidiary, 
 (xi) any non-cash charge, expense or other impact attributable to application of the purchase or
recapitalization method of accounting (including the total amount of depreciation and amortization, cost of sales or other non-cash expense resulting from the write-up of assets to the extent resulting from such purchase or recapitalization
accounting adjustments), non-cash charges for deferred tax valuation allowances and non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP, 

(xii) expenses related to the conversion of various employee benefit programs in connection with the IPO and non-cash
compensation related expenses, and 
 (xiii) to the extent covered by insurance and actually reimbursed (or Holdings has
determined that there exists reasonable evidence that such amount will be reimbursed by the insurer and such amount is not denied by the applicable insurer in writing within 180 days and is reimbursed within 365 days of the date of such evidence
(with a deduction in any future calculation of Consolidated Net Income for any amount so added back to the extent not so reimbursed within such 365-day period)), any expenses with respect to liability or casualty events or business interruption,


  
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 provided, further, that the exclusion of any item pursuant to the foregoing clauses
(i) through (xiii) shall also exclude the tax impact of any such item, if applicable. 
 In the case of any unusual or
nonrecurring gain, loss or charge not included in Consolidated Net Income pursuant to clause (iv) above in any determination thereof, Holdings will deliver a certificate of a Responsible Officer to the Administrative Agent promptly after the
date on which Consolidated Net Income is so determined, setting forth the nature and amount of such unusual or nonrecurring gain, loss or charge. Notwithstanding the foregoing, for the purpose of Subsection 8.2(a)(3)(A) only, there shall be
excluded from Consolidated Net Income, without duplication, any income consisting of dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries to Holdings or a Restricted Subsidiary, and any income
consisting of return of capital, repayment or other proceeds from dispositions or repayments of Investments consisting of Restricted Payments, in each case to the extent such income would be included in Consolidated Net Income and such related
dividends, repayments, transfers, return of capital or other proceeds are applied by Holdings to increase the amount of Restricted Payments permitted under Subsection 8.2(a)(3)(C) or (D). 

“Consolidated Secured Indebtedness”: as of any date of determination, (i) an amount equal to the Consolidated
Total Indebtedness (without regard to clause (ii) of the definition thereof) as of such date that in each case is then secured by Liens on property or assets of Holdings and its Restricted Subsidiaries (other than property or assets held in a
defeasance or similar trust or arrangement for the benefit of the Indebtedness secured thereby), minus (ii) the sum of (A) the amount of such Indebtedness consisting of Indebtedness of a type referred to in, or
Incurred pursuant to, Subsection 8.1(b)(ix) and (B) Unrestricted Cash of Holdings and its Restricted Subsidiaries. 

“Consolidated Secured Leverage Ratio”: as of any date of determination, the ratio of (i) Consolidated Secured
Indebtedness as at such date (after giving effect to any Incurrence or Discharge of Indebtedness on such date) to (ii) the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending
prior to the date of such determination for which consolidated financial statements of Holdings are available, provided that: 

(1) if, since the beginning of such period, Holdings or any Restricted Subsidiary shall have made a Sale, the Consolidated
EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets that are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative)
attributable thereto for such period; 
 (2) if, since the beginning of such period, Holdings or any Restricted Subsidiary
(by merger, consolidation or otherwise) shall have made a Purchase (including any Purchase occurring in connection with a transaction causing a calculation to be made hereunder), Consolidated EBITDA for such period shall be calculated after giving
pro forma effect thereto as if such Purchase occurred on the first day of such period; and 
 (3) if, since the beginning of
such period, any Person became a Restricted Subsidiary or was merged or consolidated with or into Holdings or any Restricted Subsidiary, and since the beginning of such period such Person shall have made any Sale or Purchase that would have required
an adjustment pursuant to clause (1) or (2) above if made by Holdings or a Restricted Subsidiary since the beginning of such period, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such
Sale or Purchase occurred on the first day of such period; 
 provided that, in the event that Holdings shall classify Indebtedness
Incurred on the date of determination as secured in part pursuant to clause (k)(1) of the “Permitted Liens” definition in respect of Indebtedness Incurred pursuant to Subsection 8.1(b)(i)(II) and clause (ii) of the definition
of Maximum Incremental Facilities Amount and in part pursuant to one or more other clauses of the definition of Permitted Liens, as provided in clause (y) of the final paragraph of such definition, any calculation of the Consolidated Secured
Leverage Ratio, including in the definition of “Maximum Incremental Facilities Amount,” shall not include any such Indebtedness (and shall not give effect to any Discharge of Indebtedness from the proceeds thereof) to the extent secured
pursuant to any such other clause of such definition. 

  
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 For purposes of this definition, whenever pro forma effect is to be given to any Sale,
Purchase or other transaction, or the amount of income or earnings relating thereto, the pro forma calculations in respect thereof (including in respect of anticipated cost savings or synergies relating to any such Sale, Purchase or other
transaction) shall be as determined in good faith by the Chief Financial Officer or another Responsible Officer of Holdings; provided that with respect to cost savings or synergies relating to any Sale, Purchase or other transaction, the
related actions are expected by Holdings to be taken no later than 18 months after the date of determination. 
 “Consolidated Total
Assets”: as of any date of determination, the total assets, in each case reflected on the consolidated balance sheet of Holdings as at the end of the most recently ended fiscal quarter of Holdings for which a balance sheet is available,
determined on a Consolidated basis in accordance with GAAP (and, in the case of any determination relating to any Incurrence of Indebtedness or Liens or any Investment, on a pro forma basis including any property or assets being acquired in
connection therewith). 
 “Consolidated Total Indebtedness”: as of any date of determination, an amount equal to
(i) the aggregate principal amount of outstanding Indebtedness of Holdings and its Restricted Subsidiaries as of such date consisting of (without duplication) Indebtedness for borrowed money (including Purchase Money Obligations and
unreimbursed outstanding drawn amounts in respect of funded letters of credit); Capitalized Lease Obligations; debt obligations evidenced by bonds, debentures, notes or similar instruments; Disqualified Stock; and (in the case of any Restricted
Subsidiary that is not a Subsidiary GuarantorLoan
Party) Preferred Stock, determined on a Consolidated basis in accordance with GAAP (excluding items eliminated in Consolidation, and for the avoidance of doubt, excluding Hedging Obligations) minus (ii) the sum of
(A) the amount of such Indebtedness consisting of Indebtedness of a type referred to in, or Incurred pursuant to, Subsection 8.1(b)(ix) and (B) Unrestricted Cash of Holdings and its Restricted Subsidiaries. 

“Consolidated Total Leverage Ratio”: as of any date of determination, the ratio of (i) Consolidated Total
Indebtedness as at such date (after giving effect to any Incurrence or Discharge of Indebtedness on such date) to (ii) the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending
prior to the date of such determination for which consolidated financial statements of Holdings are available, provided that: 

(1) if, since the beginning of such period, Holdings or any Restricted Subsidiary shall have made a Sale, the Consolidated
EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets that are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative)
attributable thereto for such period; 
 (2) if, since the beginning of such period, Holdings or any Restricted Subsidiary
(by merger, consolidation or otherwise) shall have made a Purchase (including any Purchase occurring in connection with a transaction causing a calculation to be made hereunder), Consolidated EBITDA for such period shall be calculated after giving
pro forma effect thereto as if such Purchase occurred on the first day of such period; and 
 (3) if, since the beginning of
such period, any Person became a Restricted Subsidiary or was merged or consolidated with or into Holdings or any Restricted Subsidiary, and since the beginning of such period such Person shall have made any Sale or Purchase that would have required
an adjustment pursuant to clause (1) or (2) above if made by Holdings or a Restricted Subsidiary since the beginning of such period, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such
Sale or Purchase occurred on the first day of such period; 
 provided that, for purposes of the foregoing calculation, in the event
that Holdings shall classify Indebtedness Incurred on the date of determination as Incurred in part pursuant to Subsection 8.1(b)(x) (other than by reason of subclause (2) of the proviso to such clause (x)) and in part pursuant to one or
more other clauses of Subsection 8.1(b) and/or (unless Holdings at its option has elected to disregard Indebtedness being Incurred on the date of determination in part pursuant to subclause (2) of the proviso to Subsection
8.1(b)(x) for purposes of calculating the Consolidated Coverage Ratio for Incurring Indebtedness on the date of determination in part under Subsection 8.1(a)) pursuant to Subsection 8.1(a) (as provided in Subsections
8.1(c)(ii) and (iii)), Consolidated Total Indebtedness shall 

  
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not include any such Indebtedness Incurred pursuant to one or more such other clauses of Subsection 8.1(b) and/or pursuant to Subsection 8.1(a), and shall not give effect to any
Discharge of any Indebtedness from the proceeds of any such Indebtedness being disregarded for purposes of the calculation of the Consolidated Total Leverage Ratio that otherwise would be included in Consolidated Total Indebtedness. 

For purposes of this definition, whenever pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income
or earnings relating thereto, the pro forma calculations in respect thereof (including in respect of anticipated cost savings or synergies relating to any such Sale, Purchase or other transaction) shall be as determined in good faith by the Chief
Financial Officer or another Responsible Officer of Holdings; provided that with respect to cost savings or synergies relating to any Sale, Purchase or other transaction, the related actions are expected by Holdings to be taken no later than
18 months after the date of determination. 
 “Consolidated Working Capital”: at any date, the excess of
(a) the sum of all amounts (other than cash, Cash Equivalents and Temporary Cash 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 Holdings 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 Holdings on such date, including deferred revenue but excluding, without duplication, (i) the current portion of any Funded Debt, (ii)all Indebtedness
consisting of Loans to the extent otherwise included therein, (iii) the current portion of interest and (iv) the current portion of current and deferred income taxes. 

“Consolidation”: the consolidation of the accounts of each of the Restricted Subsidiaries with those of Holdings in
accordance with GAAP; provided that “Consolidation” will not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest of Holdings or any Restricted Subsidiary in any Unrestricted Subsidiary will be
accounted for as an investment. The term “Consolidated” has a correlative meaning. 
 “Contract
Consideration”: as defined in the definition of “Excess Cash Flow.” 
 “Contractual Obligation”: as to
any Person, any provision of any material security issued by such Person or of any material agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. 

“Contribution Amounts”: the aggregate amount of capital contributions applied by Holdings to permit the Incurrence of
Contribution Indebtedness pursuant to Subsection 8.1(b)(xi). 
 “Contribution Indebtedness”: Indebtedness of
Holdings or any Restricted Subsidiary in an aggregate principal amount not greater than twice the aggregate amount of cash contributions (other than Excluded Contributions, the proceeds from the issuance of Disqualified Stock or contributions by
Holdings or any Restricted Subsidiary) made to the capital of Holdings or such Restricted Subsidiary after the Closing Date (whether through the issuance or sale of Capital Stock or otherwise); provided that such Contribution Indebtedness
(a) is Incurred within 180 days after the receipt of the related cash contribution and (b) is so designated as Contribution Indebtedness pursuant to a certificate of a Responsible Officer of Holdings on the date of Incurrence
thereof. 
 “Converted Term B-2 Loans”: with respect to any Amendment No. 2 Consenting Lender that has indicated on
its counterpart to Amendment No. 2 that it is requesting to have its Term B-2 Loans converted to Term B-3 Loans, the entire aggregate outstanding amount of the Term B-2 Loan held by such Amendment No. 2 Consenting Lender
immediately prior to the Amendment No. 2 Effective Date (or such lesser amount as notified to such Amendment No. 2 Consenting Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date). 

“Corresponding
 Obligations” means all Secured Obligations as they may exist from time to time, other than the Parallel Debt. 

“Currency Agreement”: in respect of a Person, any foreign exchange contract, currency swap agreement or other similar
agreement or arrangements (including derivative agreements or arrangements), as to which such Person is a party or a beneficiary. 

  
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 “CVC”: CVC Capital Partners Limited. 

“CVC Investors”: any funds or limited partnerships managed or advised by CVC Capital Partners Limited or any of its
Affiliates or direct or indirect Subsidiaries or any investors in such funds or limited partnerships (but excluding, in each case, any portfolio companies in which such funds or limited partnerships hold an investment and excluding, in each case,
any funds or entities managed or advised by CVC Credit Partners Holdings Limited or any of its direct or indirect Subsidiaries engaged in the same or a similar business to CVC Credit Partners Holdings Limited) who are investors in such funds or
limited partnerships as at the Closing Date, investing directly or indirectly in the Company. 
 “Debt Financing”: the debt
financing transactions contemplated under (a) the Loan Documents, (b) the Senior ABL Facility and (c) the Senior Notes Documents, in each case including any Interest Rate Agreements related thereto. 

“Declined Excess Proceeds”: as defined in Subsection 8.4(b)(iii). 

“Default”: any of the events specified in Subsection 9.1, whether or not any requirement for the giving of notice
(other than, in the case of Subsection 9.1(e), a Default Notice), the lapse of time, or both, or any other condition specified in Subsection 9.1, has been satisfied. 

“Default Notice”: as defined in Subsection 9.1(e). 

“Defaulting Lender”: any Lender or Agent whose acts or failure to act, whether directly or indirectly, cause it to meet any
part of the definition of Lender Default. 
 “Deposit Account”: any deposit account (as such term is defined in Article 9
of the UCC). 
 “Designated Noncash Consideration”: the Fair Market Value of noncash consideration received by Holdings or
one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to a certificate of a Responsible Officer of Holdings, setting forth the basis of such valuation. 

“Designated Preferred Stock”: Preferred Stock of Holdings (other than Disqualified Stock) or any Parent Entity that is issued
after the Closing Date for cash (other than to Holdings or a Restricted Subsidiary) and is so designated as Designated Preferred Stock, pursuant to a certificate of a Responsible Officer of Holdings; provided that the cash proceeds of such
issuance shall be excluded from the calculation set forth in Subsection 8.2(a)(3)(B). 
 “Designation Date”: as
defined in Subsection 2.10(f). 
 “Discharge”: as defined in clause (2) of the definition of “Consolidated
Coverage Ratio.” 
 “Discount Prepayment Accepting Lender”: as defined in Subsection 4.4(l)(ii)(2). 

“Discount Range”: as defined in Subsection 4.4(l)(iii)(1). 

“Discount Range Prepayment Amount”: as defined in Subsection 4.4(l)(iii)(1). 

“Discount Range Prepayment Notice”: a written notice of Borrower Solicitation of Discount Range Prepayment Offers made
pursuant to Subsection 4.4(l) substantially in the form of Exhibit O. 
 “Discount Range Prepayment Offer”:
the irrevocable written offer by a Lender, substantially in the form of Exhibit P, submitted in response to an invitation to submit offers following the Administrative Agent’s receipt of a Discount Range Prepayment Notice. 

“Discount Range Prepayment Response Date”: as defined in Subsection 4.4(l)(iii)(1). 

  
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 “Discount Range Proration”: as defined in Subsection 4.4(l)(iii)(3).

 “Discounted Prepayment Determination Date”: as defined in Subsection 4.4(l)(iv)(3). 

“Discounted Prepayment Effective Date”: in the case of a Borrower Offer of Specified Discount Prepayment, Borrower
Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers, or otherwise five Business Days following the receipt by each relevant Lender of notice from the Administrative Agent in accordance with
Subsection 4.4(l)(ii), Subsection 4.4(l)(iii) or Subsection 4.4(l)(iv), as applicable unless a shorter period is agreed to between Holdings and the Administrative Agent. 

“Discounted Term Loan Prepayment”: as defined in Subsection 4.4(l)(i). 

“Disinterested Directors”: with respect to any Affiliate Transaction, one or more members of the Board of Directors of
Holdings, or one or more members of the Board of Directors of a Parent Entity, having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of any such Board of Directors shall not be deemed to
have such a financial interest by reason of such member’s holding Capital Stock of Holdings or any Parent Entity or any options, warrants or other rights in respect of such Capital Stock. 

“Disposition”: as defined in the definition of the term “Asset Disposition” in this Subsection 1.1. 

“Disqualified Lender”: (i) any competitor of Holdings and its Restricted Subsidiaries that is in the same or a
similar line of business as Holdings and its Restricted Subsidiaries or any affiliate of such competitor and (ii) any Persons designated in writing by Holdings or the Sponsors to the Administrative Agent prior to the Closing Date. 

“Disqualified Stock”: with respect to any Person, any Capital Stock (other than Management Stock) that by its terms (or by
the terms of any security into which it is convertible or for which it is exchangeable or exercisable) or upon the happening of any event (other than following the occurrence of a Change of Control or other similar event described under such terms
as a “change of control” or an Asset Disposition or other disposition) (i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii) is convertible or exchangeable for
Indebtedness or Disqualified Stock or (iii) is redeemable at the option of the holder thereof (other than following the occurrence of a Change of Control or other similar event described under such terms as a “change of
control” or an Asset Disposition or other disposition), in whole or in part, in each case on or prior to the Term BB-5 Loan Maturity Date; provided that Capital Stock issued to any employee benefit plan, or by any such plan to any
employees of Holdings or any Subsidiary, shall not constitute Disqualified Stock solely because it may be required to be repurchased or otherwise acquired or retired in order to satisfy applicable statutory or regulatory obligations. 

“Dollar Equivalent”: means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and
(b) with respect to any amount denominated in Euro, the equivalent amount thereof in Dollars as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for
the purchase of Dollars with Euro. 
 “Dollars” and “$”: dollars in lawful currency of the United States
of America. 
 “Domestic Subsidiary”: any Restricted Subsidiary of Holdings other than a Foreign Subsidiary. 

“Dutch Loan
Party”: any Loan Party incorporated in the Netherlands. 

“Dutch Security
Documents”: as defined in Amendment No. 5. 
 “EEA Financial Institution”: (a) any credit
institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in
clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated
supervision with its parent; 

  
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 “EEA Member Country”: any of the member states of the European Union,
Iceland, Liechtenstein, and Norway. 
 “EEA Resolution Authority”: 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 Payment Date”: as defined in Subsection 4.4(e)(iii). 

“ECF Prepayment Amount”: as defined in Subsection 4.4(e)(iii). 

“EMU Legislation”: the legislative measures of the European Council for the introduction of, changeover to or operation of a
single or unified European currency. 
 “Environmental Costs”: any and all costs or expenses (including attorney’s and
consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, fines, penalties, damages, settlement payments, judgments and awards), of whatever kind or nature, known or unknown, contingent or
otherwise, arising out of, or in any way relating to, any actual or alleged violation of, noncompliance with or liability under any Environmental Laws. Environmental Costs include any and all of the foregoing, without regard to whether they arise
out of or are related to any past, pending or threatened proceeding of any kind. 
 “Environmental Laws”: any and all U.S.
or foreign, federal, state, provincial, territorial, local or municipal laws, rules, orders, enforceable guidelines and orders-in-council, regulations, statutes, ordinances, codes, decrees, and such requirements of any Governmental Authority
properly promulgated and having the force and effect of law or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health (as it relates to exposure to
Materials of Environmental Concern) or the environment, as have been, or now or at any relevant time hereafter are, in effect. 

“Environmental Permits”: any and all permits, licenses, registrations, notifications, exemptions and any other authorization
required under any Environmental Law. 
 “ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time
to time. 
 “ERISA Reorganization”: with respect to any Multiemployer Plan, the condition that such plan is in
reorganization within the meaning of Section 4241 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. 
 “EURIBOR
Loans”: Loans the rate of interest applicable to which is based upon the EURIBOR Rate. 
 “EURIBOR Rate”: means,
with respect to any EURIBOR Loan for any Interest Period, a rate per annum equal to the Euro interbank offered rate as administered by the European Money Markets Institute (or such other commercially available source providing quotations of
that rate as may be designated by the Administrative Agent from time to time, including any Person that takes over the administration of such rate) for a deposit in Euros (for delivery on the first day of such Interest Period) with a term equivalent
to such Interest Period as displayed on the Bloomberg screen page that displays such rate or on the appropriate page of such other information service which publishes that rate from time to time in place of Bloomberg or, in the event such page or
service ceases to be available, on the appropriate page of such other information service that publishes such rate as the Administrative Agent, after consultation with the Borrower Representative, shall from time to time reasonably select, at
approximately 11:00 a.m., Brussels time, two Business Days prior to the commencement of such Interest Period; provided that, notwithstanding the foregoing, if the EURIBOR Rate, as determined as provided above, would otherwise be less than
zero, the EURIBOR Rate shall be deemed to be zero for all purposes. 

  
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 “Euro”: the lawful currency of the Participating Member States introduced
in accordance with the EMU Legislation. 
 “Euro Term B-1 Loan”: all “Euro Term B-1 Loans” (as defined in the
Original Credit Agreement) outstanding under this Agreement immediately prior to the Amendment No. 2 Effective Date. 
 “Euro Term B-2 Lender”: means a Lender with a Euro Term B-2 Loan Commitment or an outstanding Euro Term B-2 Loan. 

“Euro Term B-2 Loan”: as defined in
Subsection 2.1(a). 
 “Euro Term B-2 Loan Commitment”: as to any Lender, its obligation to
make”: all “Euro Term B-2 Loans
to the Borrower pursuant to Subsection 2.1(a) in an aggregate amount
not to exceed the amount set forth opposite such Lender’s name on Schedule A hereto under the heading “Euro Term B-2 Loan Commitment”;
collectively, as to all the Lenders with a Euro Term B-2 Loan Commitment, the “Euro Term B-2 Loan Commitments.” The original aggregate amount of the Euro Term B-2 Loan Commitments on” (as defined in the Credit Agreement as of the Amendment No. 4 Effective Date is €425,000,000) outstanding under this Agreement
immediately prior to the Amendment No. 5 Effective Date. 
 “European ABL Agreement”: the
European ABL Facility Agreement, dated as of March 24, 2014, among Univar B.V., the other Subsidiaries of Holdings from time to time party thereto, the
U.S. Borrower, as guarantor, J.P. Morgan Europe Limited, as
administrative agent and collateral agent, and certain other parties thereto from time to time; as such agreement may bewas amended and restated pursuant to that certain Deed of Amendment and Restatement, dated as of December 19, 2018, and as may be
further amended, supplemented, waived or otherwise modified from time to time or refunded, refinanced. restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the
original administrative agent and lenders or other agents and lenders or otherwise, and whether provided under the original European ABL Agreement or other credit agreements or otherwise, except to the extent that such agreement, instrument or
document expressly provides that it is not intended to be and is not a European ABL Agreement). Any reference to the European ABL Agreement hereunder shall be deemed a reference to each European ABL Agreement then in existence. 

“European ABL Facility”: the collective reference to the European ABL Agreement, any Credit Documents (as defined therein),
any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages, letter of credit applications and other guarantees, pledge agreements, security agreements and
collateral documents, and other instruments and documents, executed and delivered pursuant to or in connection with any of the foregoing, in each case as the same may be amended, supplemented, waived or otherwise modified from time to time, or
refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original agent and lenders or other agents and lenders or otherwise, and whether provided under the
original European ABL Agreement or one or more other credit agreements, indentures (including the Indenture) or financing agreements or otherwise), except to the extent that such agreement, instrument or document expressly provides that it is not
intended to be and is not a European ABL Facility. Without limiting the generality of the foregoing, the term “European ABL Facility” shall include any agreement (i) changing the maturity of any Indebtedness Incurred thereunder or
contemplated thereby, (ii) adding Subsidiaries of Holdings as additional borrowers or guarantors thereunder, (iii) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise
altering the terms and conditions thereof. 
 “Eurodollar Loans”: Loans the rate of interest applicable to which is based
upon the LIBOR Rate. 
 “Event of Default”: any of the events specified in Subsection 9.1, provided that any
requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied. 
 “Excess Cash
Flow”: for any period, an amount equal to the excess of: 
 (a) the sum, without duplication, of 

  
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 (i) Consolidated Net Income for such period, 

(ii) an amount equal to the amount of all non-cash charges to the extent deducted in calculating such Consolidated Net Income
and cash receipts to the extent excluded in calculating such Consolidated Net Income (except to the extent such cash receipts are attributable to revenue or other items that would be included in calculating Consolidated Net Income for any prior
period), 
 (iii) decreases in Consolidated Working Capital for such period (other than any such decreases arising
(x) from any acquisition or disposition of (a) any business unit, division, line of business or Person or (b) any assets other than in the ordinary course of business (each, an “ECF Acquisition”
or “ECF Disposition,” respectively) by Holdings and the Restricted Subsidiaries completed during such period, (y) from the application of purchase accounting or (z) as a result of the reclassification of any
item from short-term to long-term or vice versa), 
 (iv) an amount equal to the aggregate net non-cash loss on Asset
Dispositions (or any Disposition specifically excluded from the definition of the term “Asset Disposition”) by Holdings and the Restricted Subsidiaries during such period (other than in the ordinary course of business) to the extent
deducted in calculating such Consolidated Net Income, 
 (v) cash receipts in respect of Hedge Agreements during such period
to the extent not otherwise included in calculating such Consolidated Net Income, and 
 (vi) any extraordinary, unusual or
nonrecurring cash gain,  
 over 

(b) the sum, without duplication, of 

(i) an amount equal to the amount of all non-cash credits included in calculating such Consolidated Net Income and cash charges
to the extent not deducted in calculating such Consolidated Net Income, 
 (ii) without duplication of amounts deducted
pursuant to clause (xi) below in prior years, the amount of Capital Expenditures either made in cash or accrued during such period (provided that, whether any such Capital Expenditures shall be deducted for the period in which cash
payments for such Capital Expenditures have been paid or the period in which such Capital Expenditures have been accrued shall be at Holdings’ election; provided, further, that, in no case shall any accrual of a Capital Expenditure which has
previously been deducted give rise to a subsequent deduction upon the making of such Capital Expenditure in cash in the same or any subsequent period), except to the extent that such Capital Expenditures were financed with the proceeds of long-term
Indebtedness of Holdings or the Restricted Subsidiaries (unless such Indebtedness has been repaid), 
 (iii) the aggregate
amount of all principal payments, purchases or other retirements of Indebtedness of Holdings and the Restricted Subsidiaries (including (A) the principal component of payments in respect of Capitalized Lease Obligations,
(B) the amount of any repayment of Term Loans pursuant to Subsection 2.2(b) and 2.2(c) and (C) the amount of a mandatory prepayment of Term Loans pursuant to Subsection 4.4(e)(i) to the extent required
due to an Asset 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, to the extent there is not an equivalent permanent reduction in commitments thereunder) made during such period, except to the extent financed with the proceeds of long-term Indebtedness of Holdings or the Restricted Subsidiaries, 

(iv) an amount equal to the aggregate net non-cash gain on Asset Dispositions (or any Disposition specifically excluded from
the definition of the term “Asset Dispositions”) by Holdings and the Restricted Subsidiaries during such period (other than in the ordinary course of business) to the extent included in calculating such Consolidated Net Income, 

  
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 (v) increases in Consolidated Working Capital for such period (other than
any such increases arising (x) from any ECF Acquisition or ECF Disposition by Holdings and the Restricted Subsidiaries completed during such period, (y) from the application of purchase accounting or (z) as a
result of the reclassification from short-term to long-term or vice versa), 
 (vi) payments by Holdings and the Restricted
Subsidiaries during such period in respect of long-term liabilities of Holdings and the Restricted Subsidiaries other than Indebtedness, to the extent not already deducted in calculating Consolidated Net Income, 

(vii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the aggregate amount of
cash consideration paid by Holdings and the Restricted Subsidiaries (on a consolidated basis) in connection with Investments (including acquisitions) made during such period constituting “Permitted Investments” (other than Permitted
Investments of the type described in clause (iii) of the definition thereof and intercompany Investments by and among Holdings and its Restricted Subsidiaries) or made pursuant to Subsection 8.2 to the extent that such Investments were
financed with internally generated cash flow of Holdings and the Restricted Subsidiaries, 
 (viii) the amount of Restricted
Payments (other than Investments) made in cash during such period (on a consolidated basis) by Holdings and the Restricted Subsidiaries pursuant to Subsection 8.2(b) (other than Subsection 8.2(b)(vi)), to the extent such
Restricted Payments were financed with internally generated cash flow of Holdings and the Restricted Subsidiaries, 
 (ix)
the aggregate amount of expenditures actually made by Holdings 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 and are not deducted in calculating Consolidated Net Income, 
 (x) the aggregate amount of any premium, make-whole or
penalty payments actually paid in cash by Holdings and the Restricted Subsidiaries during such period that are made in connection with any prepayment of Indebtedness to the extent that such payments are not deducted in calculating Consolidated Net
Income, 
 (xi) at Holdings’ election, without duplication of amounts deducted from Excess Cash Flow in prior periods,
the aggregate consideration required to be paid in cash by Holdings or any of the Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to
Investments constituting “Permitted Investments” (other than Permitted Investments of the type described in clause (iii) of the definition thereof and intercompany Investments by and among Holdings and its Restricted Subsidiaries) or
made pursuant to Subsection 8.2 or Capital Expenditures to be consummated or made during the period of four consecutive fiscal quarters of Holdings following the end of such period, provided that to the extent the aggregate amount of
internally generated cash actually utilized to finance such Investments and Capital Expenditures during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the
calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters, 
 (xii) the amount of taxes
(including penalties and interest) paid in cash or tax reserves set aside or payable (without duplication) in such period to the extent they exceed the amount of tax expense deducted in calculating such Consolidated Net Income for such period, 

(xiii) cash expenditures in respect of Hedge Agreements during such period to the extent not deducted in calculating such
Consolidated Net Income; and 

  
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 (xiv) any extraordinary, unusual or nonrecurring cash loss or charge
(including fees, expenses and charges associated with the Transactions and any acquisition, merger or consolidation after the Closing Date). 

“Exchange Act”: the Securities Exchange Act of 1934, as amended from time to time. 

“Excluded Assets”: as defined in the Guarantee and Collateral Agreement. 

“Excluded Contribution”: Net Cash Proceeds, or the Fair Market Value of property or assets, received by Holdings as capital
contributions to Holdings after the Closing Date or from the issuance or sale (other than to a Restricted Subsidiary) of Capital Stock (other than Disqualified Stock) of Holdings, in each case to the extent designated as an Excluded Contribution
pursuant to a certificate of a Responsible Officer of Holdings and not previously included in the calculation set forth in Subsection 8.2(a)(3)(B)(x) for purposes of determining whether a Restricted Payment may be made. 

“Excluded Information”: as defined in Subsection 4.4(l)(i). 

“Excluded Subsidiary”: at any date of determination, any Subsidiary of Holdings: 

(a) that is an Immaterial Subsidiary; 

(b) that is prohibited by Requirement of Law or Contractual Obligations existing on the Closing Date (or, in the case of any newly acquired
Subsidiary, in existence at the time of acquisition but not entered into in contemplation thereof) from Guaranteeing, or granting Liens to secure, the Term Loan Facilities Obligations or if Guaranteeing, or granting Liens to secure, the Term Loan
Facilities Obligations would require governmental (including regulatory) consent, approval, license or authorization unless such consent, approval, license or authorization has been received; 

(c) with respect to which Holdings and the Administrative Agent reasonably agree that the burden or cost or other consequences of providing a
guarantee of the Term Loan Facilities Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom; 
 (d)
with respect to which the provision of such guarantee of the Term Loan Facilities Obligations would result in material adverse tax consequences to Holdings or one of its Subsidiaries (as reasonably determined by Holdings and notified in writing to
the Administrative Agent); 
 (e) that is a Subsidiary of a Foreign Subsidiary; 

(f) that is a joint venture or Non-Wholly Owned Subsidiary; 

(g) that is an Unrestricted Subsidiary; 

(h) that is a Captive Insurance Subsidiary; 

(i) that is a Special Purpose Entity; or 

(j) that is a Subsidiary formed solely for the purpose of (x) becoming a Parent Entity, or (y) merging with Holdings in
connection with another Subsidiary becoming a Parent Entity, in each case to the extent such entity becomes a Parent Entity or is merged with Holdings within 60 days of the formation thereof, or otherwise creating or forming a Parent Entity; 

provided that, notwithstanding the foregoing, any Subsidiary that Guarantees the payment of the Senior Notes shall not be an Excluded Subsidiary. 

  
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 Subject to the proviso in the preceding sentence, any Subsidiary that fails to meet the
foregoing requirements as of the last day of the period of the most recent four consecutive fiscal quarters for which consolidated financial statements of Holdings are available shall continue to be deemed an Excluded Subsidiary hereunder until the
date that is 60 days following the date on which such annual or quarterly financial statements were required to be delivered pursuant to Subsection 7.1 with respect to such period. 

“Excluded Taxes”: (a) any Taxes measured by or imposed upon the net income of any Agent or Lender or its
applicable lending office, or any branch or affiliate thereof, and all franchise Taxes, branch Taxes, Taxes on doing business or Taxes measured by or imposed upon the overall capital or net worth of any such Agent or Lender or its applicable lending
office, or any branch or affiliate thereof, in each case imposed: (i) by the jurisdiction under the laws of which such Agent or Lender, applicable lending office, branch or affiliate is organized or is located, or in which its principal
executive office is located, or any nation within which such jurisdiction is located or any political subdivision thereof; or (ii) by reason of any connection between the jurisdiction imposing such Tax and such Agent or Lender,
applicable lending office, branch or affiliate other than a connection arising solely from such Agent or Lender having executed, delivered or performed its obligations under, or received payment under or enforced, this Agreement or any Notes, and
(b) any Tax imposed by FATCA. 
 “Exempt Sale and Leaseback Transaction”: any Sale and Leaseback Transaction
(a) in which the sale or transfer of property occurs within 180 days of the acquisition of such property by Holdings or any of its Subsidiaries or (b) that involves property with a book value of $100.0 million or less and is
not part of a series of related Sale and Leaseback Transactions involving property with an aggregate value in excess of such amount and entered into with a single Person or group of Persons. For purposes of the foregoing, “Sale and Leaseback
Transaction” means any arrangement with any Person providing for the leasing by Holdings or any of its Subsidiaries of real or personal property that has been or is to be sold or transferred by Holdings or any such Subsidiary to such Person
or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of Holdings or such Subsidiary. 

“Existing Capitalized Lease Obligations”: Capitalized Lease Obligations of Holdings and its Restricted Subsidiaries existing
on the Closing Date. 
 “Existing Term Loan Agreement”: all obligations under the Fourth Amended and Restated Credit
Agreement, dated as of February 22, 2013, among Holdings, as Borrower, the lending institutions from time to time parties thereto, Bank of America, N.A., as Administrative Agent, and the other institutions from time to time party thereto. 

“Existing Term Loans”: as defined in Subsection 2.10(a). 

“Existing Term Tranche”: as defined in Subsection 2.10(a). 

“Extended Term Loans”: as defined in Subsection 2.10(a). 

“Extended Term Tranche”: as defined in Subsection 2.10(a). 

“Extending Lender”: as defined in Subsection 2.10(b). 

“Extension”: as defined in Subsection 2.10(b). 

“Extension”: as defined in Subsection 2.10(b). 

“Extension Amendment”: as defined in Subsection 2.10(c). 

“Extension Date”: as defined in Subsection 2.10(d). 

“Extension Election”: as defined in Subsection 2.10(b). 

  
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 “Extension of Credit”: as to any Lender, the making of a Loan. 

“Extension Request”: as defined in Subsection 2.10(a). 

“Extension Request Deadline”: as defined in Subsection 2.10(b). 

“Extension Series”: all Extended Term Loans that are established pursuant to the same Extension Amendment (or any subsequent
Extension Amendment to the extent such Extension Amendment expressly provides that the Extended Term Loans provided for therein are intended to be part of any previously established Extension Series) and that provide for the same interest margins
and amortization schedule. 
 “Facility”: each of (a) the Term B-45 Loans, (b) the Term B-34 Loans, (c) the Euro Term B-23 Loans, (d) the Incremental Term Loans of the same Tranche (which, for the avoidance of doubt, shall include any
Incremental Dollar Term Loans and any Incremental Euro Term Loans), (e) any
Extended Term Loans of the same Extension Series and (f) any Specified Refinancing Term Loans of the same Tranche, and collectively the “Facilities.” 

“Fair Market Value”: with respect to any asset or property, the fair market value of such asset or property as determined in
good faith by senior management of Holdings or the Board of Directors, whose determination shall be conclusive. 
 “FATCA”:
Sections 1471 through 1474 of the Code as in effect on the Closing Date (and any amended or successor provisions that are substantively comparable), and any regulations or other administrative authority promulgated thereunder, any agreements entered
into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with any of the foregoing and any fiscal or regulatory legislation, rules or practices adopted pursuant to any such intergovernmental
agreement. 
 “Federal District Court”: as defined in Subsection 11.13(a). 

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

“Fee Letter”: the Fee Letter, dated as of the Closing Date, between the U.S. Borrower and the Administrative Agent. 

“Financing Disposition”: any sale, transfer, conveyance or other disposition of, or creation or incurrence of any Lien on,
property or assets (a) by Holdings or any Subsidiary thereof to or in favor of any Special Purpose Entity, or by any Special Purpose Subsidiary, in each case in connection with the Incurrence by a Special Purpose Entity of Indebtedness,
or obligations to make payments to the obligor on Indebtedness, which may be secured by a Lien in respect of such property or assets or (b) by Holdings or any Subsidiary thereof to or in favor of any Special Purpose Entity that is not a
Special Purpose Subsidiary. 
 “FIRREA”: the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as
amended from time to time. 
 “first priority”: with respect to any Lien purported to be created in any Collateral pursuant
to any Security Document, that such Lien is the most senior Lien to which such Collateral is subject (subject to
Liens permitted hereunder (including Permitted Liens) applicable to such Collateral which have priority over the
respective Liens on such Collateral created pursuant to the relevant Security Document (or, in the case of Collateral constituting Pledged Stock (as defined in the Guarantee and Collateral Agreement), Permitted Liens of the type


  
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described in clauses (a), (k)(4) (other than subclause (z)), (l), (m), (n), (p)(1) and, solely with respect to Permitted Liens described in the foregoing clauses, (o) of the definition
thereof)). For purposes of this definition, a Lien purported to be created in any Collateral pursuant to any Security Document will be construed as the “most senior Lien” to which such Collateral is subject, notwithstanding the existence
of a Permitted Lien on the Collateral that is pari passu with the Lien on such Collateral, so long as such Permitted Lien is subject to the terms of the ABL Intercreditor Agreement and the Intercreditor Agreement or an Other Intercreditor
Agreement. 
 “Fiscal Year”: any period of 12 consecutive months ending on December 31 of any calendar year. 

“Fixed GAAP Date”: the Closing Date, provided that at any time after the Closing Date, Holdings may by written notice to the
Administrative Agent elect to change the Fixed GAAP Date to be the date specified in such notice, and upon such notice, the Fixed GAAP Date shall be such date for all periods beginning on and after the date specified in such notice. 

“Fixed GAAP Terms”: (a) the definitions of the terms “Capital Expenditures,” “Capitalized Lease
Obligation,” “Consolidated Coverage Ratio,” “Consolidated EBITDA,” “Consolidated Interest Expense,” “Consolidated Net Income,” “Consolidated Secured Indebtedness,” “Consolidated Secured
Leverage Ratio,” “Consolidated Total Assets,” “Consolidated Total Indebtedness,” “Consolidated Total Leverage Ratio,” “Consolidated Working Capital,” “Consolidation,” “Excess Cash
Flow,” “Foreign Borrowing Base,” “Foreign Consolidated Total Assets,” “Foreign Segment Consolidated Total Assets,” “Inventory,” “North American Borrowing Base” or “Receivables,”
(b) all defined terms in this Agreement to the extent used in or relating to any of the foregoing definitions, and all ratios and computations based on any of the foregoing definitions, and (c) any other term or provision of this Agreement
or the Loan Documents that, at Holdings’ election, may be specified by Holdings by written notice to the Administrative Agent from time to time. 

“Foreign Borrowing Base”: the sum of
(1) 85% of the book value of Inventory of Holdings’
Foreign Subsidiaries (other than Canadian Subsidiaries and any Foreign Subsidiaries that are Loan
Parties), (2) 85% of the book value of Receivables of Holdings’ Foreign Subsidiaries (other than Canadian
Subsidiaries and any Foreign Subsidiaries that are Loan Parties) and (3) cash,
Cash Equivalents and Temporary Cash Investments of Holdings’ Foreign Subsidiaries (other than Canadian
Subsidiaries and any Foreign Subsidiaries that are Loan Parties) (in each case, determined as of the end of the most recently ended fiscal month of Holdings for which internal consolidated financial statements of Holdings are available, and, in the case of any determination
relating to any Incurrence of Indebtedness, on a pro forma basis including (x) any property or assets of a type described above acquired since the end of such fiscal month and (y) any property or assets of a type described
above being acquired in connection therewith). 
 “Foreign Consolidated Total Assets”: as of any date of
determination, the sum of the Foreign Segment Consolidated Total Assets of each Foreign Subsidiary Reporting Segment. 
 “Foreign
Pension Plan”: a registered pension plan which is subject to applicable pension legislation other than ERISA or the Code, which a Restricted Subsidiary sponsors or maintains, or to which it makes or is obligated to make contributions. 

“Foreign Plan”: each Foreign Pension Plan, deferred compensation or other retirement or superannuation plan, fund, program,
agreement, commitment or arrangement whether oral or written, funded or unfunded, sponsored, established, maintained or contributed to, or required to be contributed to, or with respect to which any liability is borne, outside the United States of
America, by Holdings or any of its Restricted Subsidiaries, other than any such plan, fund, program, agreement or arrangement sponsored by a Governmental Authority. 

“Foreign Segment Consolidated Total Assets”: with respect to each Foreign Subsidiary Reporting Segment, as of any date of
determination, total assets, in each case reflected on the consolidated balance sheet of such Foreign Subsidiary Reporting Segment as at the end of the most recently ended fiscal quarter of
the BorrowerHoldings for which such
a balance sheet is available, determined by consolidating the accounts of each of the Subsidiaries within such Foreign Subsidiary Reporting Segment in accordance with GAAP (and, in the case of any determination relating to any Incurrence of
Indebtedness or any Investment, on a pro forma basis including any property or assets being acquired in connection therewith). 

  
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 “Foreign Subsidiary”: any Subsidiary of Holdings (a) that is
organized under the laws of any jurisdiction outside of the United States of America and any Subsidiary of such Foreign Subsidiary or (b) that is a Foreign Subsidiary Holdco. Any subsidiary of Holdings which is organized and existing
under the laws of Puerto Rico or any other territory of the United States of America shall be a Foreign Subsidiary. 
 “Foreign Subsidiary Documentation Principles” shall mean the principles set forth in Schedule
1.1(a). 
 “Foreign Subsidiary Holdco”: any Restricted
Subsidiary of Holdings, so long as such Restricted Subsidiary has no material assets other than securities or indebtedness of one or more Foreign Subsidiaries (or Subsidiaries thereof), intellectual property relating to such Foreign Subsidiaries (or
Subsidiaries thereof), and/or other assets incidental to an ownership interest in any such securities, indebtedness, Contractual Obligations, intellectual property or Subsidiaries. Any Subsidiary which is a Foreign Subsidiary Holdco that fails to
meet the foregoing requirements as of the last day of the period for which consolidated financial statements of Holdings are available shall continue to be deemed a “Foreign Subsidiary Holdco” hereunder until the date that is 60 days
following the date on which such annual or quarterly financial statements were required to be delivered pursuant to Subsection 7.1 with respect to such period. 

“Foreign Subsidiary Reporting Segment”: a group of Foreign Subsidiaries of Holdings which Holdings treats as an operating
segment in connection with its internal financial reporting. 
 “Funded Debt”: all Indebtedness of Holdings 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 Holdings or any Restricted Subsidiary, 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 all amounts of such debt required to be
paid or prepaid within one year from the date of its creation and, in the case of Holdings, Indebtedness in respect of the Term Loans. 

“GAAP”: generally accepted accounting principles in the United States of America as in effect on the Fixed GAAP Date (for
purposes of the Fixed GAAP Terms) and as in effect from time to time (for all other purposes of this Agreement), including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified
Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession, and subject to the following
sentence. If at any time the SEC permits or requires U.S. domiciled companies subject to the reporting requirements of the Exchange Act to use IFRS in lieu of GAAP for financial reporting purposes, Holdings may elect by written notice to the
Administrative Agent to so use IFRS in lieu of GAAP and, upon any such notice, references herein to GAAP shall thereafter be construed to mean (a) for periods beginning on and after the date specified in such notice, IFRS as in effect on
the date specified in such notice (for purposes of the Fixed GAAP Terms) and as in effect from time to time (for all other purposes of this Agreement) and (b) for prior periods, GAAP as defined in the first sentence of this definition.
All ratios and computations based on GAAP contained in this Agreement shall be computed in conformity with GAAP. 
 “GDPR” means the European Union General Data Protection Regulation, Regulation (EU) 2016/679 of the European
Parliament and of the Council of 27 April 2016 and the Dutch GDPR Implementation Act (Uitvoeringswet Algemene verordening gegevensbescherming). 

“Goldman”: Goldman, Sachs & Co. LLC, GSMP V Onshore US. Ltd., GSMP V Offshore US. Ltd., GSMP V Institutional US,
Ltd. and any of their respective Affiliates. 
 “Governmental Authority”: the government of the United States or any other
nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including any supranational bodies such as the European Union or the European Central Bank). 

  
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 “GSO” means GSO Capital Partners LP, GSO COF Facility LLC and any of their
respective Affiliates. 
 “Guarantee”: any obligation, contingent or otherwise, of any Person directly or indirectly
guaranteeing any Indebtedness or other obligation of any other Person; provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee”
used as a verb has a corresponding meaning. 
 “Guarantee and Collateral Agreement”: the Guarantee and Collateral Agreement
delivered to the Collateral Agent as of the date hereof, substantially in the form of Exhibit B hereto, as the same may be amended, supplemented, waived or otherwise modified from time to time. 

“Guaranty
 Agreement”: (i) the Guaranty Agreement delivered by the Netherlands Borrower to the Collateral Agent as of the Amendment No. 5 Effective Date, as the same may be amended, supplemented, waived or otherwise modified from time to time
and (ii) any other guaranty agreement, in form and substance reasonably satisfactory to the Collateral Agent, executed pursuant to Section 7.9. 

“Guarantor Subordinated Obligations”: with respect to a Guarantor, any Indebtedness of such Guarantor (whether outstanding on
the Closing Date or thereafter Incurred) that is expressly subordinated in right of payment to the obligations of such Subsidiary Guarantor under its Loan Party Guaranty pursuant to a written agreement. 

“Guarantors”: the collective reference to
Holdings, each Borrower (with respect to the obligations of the other Loan Parties) and each Subsidiary Guarantor; each individually, a “Guarantor.” 
 “Hedge Agreements”:
collectively, Interest Rate Agreements, Currency Agreements and Commodities Agreements. 
 “Hedging Obligations”: as to any
Person, the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement or Commodities Agreement. 

“Holdings”: Univar
Solutions Inc., a Delaware corporation (formerly known as Univar Inc.) and any successor in interest
thereto. 
 “Identified Participating Lenders”: as defined in Subsection 4.4(l)(iii)(3). 

“Identified Qualifying Lenders”: as defined in Subsection 4.4(l)(iv)(3). 

“IFRS”: International Financial Reporting Standards and applicable accounting requirements set by the International
Accounting Standards Board or any successor thereto (or the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of Certified Public Accountants, or any successor to either such board, or the SEC, as the
case may be), as in effect from time to time. 
 “Immaterial Subsidiary”: any Subsidiary of Holdings (other than theany Borrower) designated as such in
writing by Holdings to the Administrative Agent that (i) (x) contributed 5.00% or less of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination
for which consolidated financial statements of Holdings are available, and (y) had consolidated assets representing 5.00% or less of Consolidated Total Assets as of the end of the most recently ended financial period for which
consolidated financial statements of Holdings are available; and (ii) together with all other Immaterial Subsidiaries designated pursuant to the preceding clause (i), (x) contributed 5.00% or less of Consolidated EBITDA for
the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements of Holdings are available, and (y) had consolidated assets representing 5.00% or
less of Consolidated Total Assets as of the end of the most recently ended financial period for which consolidated financial statements of Holdings are available. 

“Increase Supplement”: as defined in Subsection 2.8(c). 

  
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 “Incremental Commitment Amendment”: as defined in Subsection 2.8(d).

 “Incremental Commitments”: as defined in Subsection 2.8(a). 

“Incremental Dollar Term Loan”: as defined in Subsection 2.8(d). 

“Incremental Euro Term Loan”: as
defined in Subsection 2.8(d). 
 “Incremental Indebtedness”: Indebtedness
Incurred by Holdings or any of its Restricted Subsidiaries
pursuant to and in accordance with Subsection 2.8. 
 “Incremental Lenders”: as defined in Subsection
2.8(b). 
 “Incremental Term Loans”: as defined in Subsection 2.8(d). 

“Incremental Term Loan Commitments”: as defined in Subsection 2.8(a). 

“Incur”: issue, assume, enter into any Guarantee of, incur or otherwise become liable for; and the terms
“Incurs,” “Incurred” and “Incurrence” shall have a correlative meaning; provided that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary
(whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary. Accrual of interest, the accretion of accreted value, the payment of interest in the form of
additional Indebtedness, and the payment of dividends on Capital Stock constituting Indebtedness in the form of additional shares of the same class of Capital Stock, will be deemed not to be an Incurrence of Indebtedness. Any Indebtedness issued at
a discount (including Indebtedness on which interest is payable through the issuance of additional Indebtedness) shall be deemed Incurred at the time of original issuance of the Indebtedness at the initial accreted amount thereof. 

“Indebtedness”: with respect to any Person on any date of determination (without duplication): 

(i) the principal of indebtedness of such Person for borrowed money; 

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

(iii) all reimbursement obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar
instruments (the amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such letters of credit, bankers’ acceptances or other instruments plus the aggregate amount of drawings thereunder that
have not then been reimbursed); 
 (iv) all obligations of such Person to pay the deferred and unpaid purchase price of
property (except Trade Payables), which purchase price is due more than one year after the date of placing such property in final service or taking final delivery and title thereto; 

(v) all Capitalized Lease Obligations of such Person; 

(vi) the redemption, repayment or other repurchase amount of such Person with respect to any Disqualified Stock of such Person
or (if such Person is a Subsidiary of Holdings other than a Subsidiary
GuarantorLoan Party) any Preferred Stock of such Subsidiary, but excluding, in each case, any accrued
dividends (the amount of such obligation to be equal at any time to the maximum fixed involuntary redemption, repayment or repurchase price for such Capital Stock, or if less (or if such Capital Stock has no such fixed price), to the involuntary
redemption, repayment or repurchase price therefor calculated in accordance with the terms thereof as if then redeemed, repaid or repurchased, and if such price is based upon or measured by the fair market value of such Capital Stock, such fair
market value shall be as determined in good faith by senior management of Holdings, the Board of Directors of Holdings or the Board of Directors of the issuer of such Capital Stock); 

  
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 (vii) all Indebtedness of other Persons secured by a Lien on any asset of
such Person, whether or not such Indebtedness is assumed by such Person; provided that the amount of Indebtedness of such Person shall be the lesser of (A) the fair market value of such asset at such date of determination (as
determined in good faith by Holdings) and (B) the amount of such Indebtedness of such other Persons; 
 (viii)
all Guarantees by such Person of Indebtedness of other Persons, to the extent so Guaranteed by such Person; and 
 (ix) to
the extent not otherwise included in this definition, net Hedging Obligations of such Person (the amount of any such obligation to be equal at any time to the termination value of such agreement or arrangement giving rise to such Hedging Obligation
that would be payable by such Person at such
time).;  

The amount of Indebtedness of any Person at any date shall be determined as set forth above or as otherwise provided for in this Agreement, or
otherwise shall equal the amount thereof that would appear as a liability on a balance sheet of such Person (excluding any notes thereto) prepared in accordance with GAAP. 

“Indemnified Liabilities”: as defined in Subsection 11.5(d). 

“Indemnitee”: as defined in Subsection 11.5(d). 

“Individual Lender Exposure”: of any Lender, at any time, the sum of the aggregate principal amount of all Term Loans made by
such Lender and then outstanding. 
 “Initial Agreement”: as defined in Subsection 8.3(c). 

“Initial Lien”: as defined in Subsection 8.6. 

“Initial Term Loan”: as defined in the Original Credit Agreement. 

“Insolvency”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of
Section 4245 of ERISA. 

“Insolvency
Regulation” means Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast). 

“Intellectual Property”: as defined in Subsection 5.9. 

“Intercreditor Agreement”: an intercreditor agreement substantially in the form of Exhibit
J-2 to be entered into as required by the terms hereof, as amended, supplemented, waived or otherwise modified from time to time. 

“Intercreditor Agreement Supplement”: as defined in Subsection 10.8(a). 

“Interest Payment Date”: (a) as to any ABR Loan, the last Business Day of each March, June, September and
December to occur while such Loan is outstanding, and the final maturity date of such Loan, (b) as to any Eurodollar Loan or EURIBOR Loan having an Interest Period of three months or less, the last day of such Interest Period, and
(c) as to any Eurodollar Loan or EURIBOR Loan having an Interest Period longer than three months, (i) each day which is three months, or a whole multiple thereof, after the first day of such Interest Period and
(ii) the last day of such Interest Period. 
 “Interest Period”: with respect to any Eurodollar Loan or EURIBOR
Loan: 
 (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan
or EURIBOR Loan, and ending one, two (solely in the case of Eurodollar Loans), three or six months (or if agreed to by each affected Lender, 12 months or a shorter period) thereafter, as selected by the Borrower Representative in its notice of borrowing or notice of
conversion, as the case may be, given with respect thereto; and 

  
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 (b) thereafter, each period commencing on the last day of the next preceding Interest Period
applicable to such Eurodollar Loan or EURIBOR Loan, and ending one, two, three or six months (or if agreed to by each affected Lender, 12 months or a shorter period) thereafter, as selected by the Borrower Representative by irrevocable notice to the Administrative Agent
not less than three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the last day of the then current Interest Period with respect thereto; provided that all of the
foregoing provisions relating to Interest Periods are subject to the following: 
 (i) if any Interest Period would
otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such
Interest Period shall end on the immediately preceding Business Day; 
 (ii) any Interest Period that would otherwise extend
beyond the applicable Maturity Date shall (for all purposes
other than Subsection 4.12) end on the applicable Maturity Date; and 
 (iii) any Interest Period that begins on the last Business
Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month. 

“Interest Rate Agreement”: with respect to any Person, any interest rate protection agreement, future agreement, option
agreement, swap agreement, cap agreement, collar agreement, hedge agreement or other similar agreement or arrangement (including derivative agreements or arrangements), as to which such Person is a party or a beneficiary. 

“Inventory”: goods held for sale, lease or use by a Person in the ordinary course of business, net of any reserve for goods
that have been segregated by such Person to be returned to the applicable vendor for credit, as determined in accordance with GAAP. 

“Investment”: in any Person by any other Person, any direct or indirect advance, loan or other extension of credit (other
than to customers, dealers, licensees, franchisees, suppliers, consultants, directors, officers or employees of any Person in the ordinary course of business) or capital contribution (by means of any transfer of cash or other property to others or
any payment for property or services for the account or use of others) to, or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such Person. For purposes of the definition of “Unrestricted
Subsidiary” and Subsection 8.2 only, (i) “Investment” shall include the portion (proportionate to Holdings’ equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of
Holdings at the time that such Subsidiary is designated an Unrestricted Subsidiary, provided that upon a redesignation of such Subsidiary as a Restricted Subsidiary, Holdings shall be deemed to continue to have a permanent
“Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (x) Holdings’ “Investment” in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to
Holdings’ equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation, and (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued
at its fair market value (as determined in good faith by Holdings) at the time of such transfer and (iii) for purposes of Subsection 8.2(a)(3)(C), the amount resulting from the redesignation of any Unrestricted Subsidiary as a
Restricted Subsidiary shall be the Fair Market Value of the Investment in such Unrestricted Subsidiary at the time of such redesignation. Guarantees shall not be deemed to be Investments. The amount of any Investment outstanding at any time shall be
the original cost of such Investment, reduced (at Holdings’ option) by any dividend, distribution, interest payment, return of capital, repayment or other amount or value received in respect of such Investment; provided that to the
extent that the amount of Restricted Payments outstanding at any time pursuant to Subsection 8.2(a) is so reduced by any portion of any such amount or value that would otherwise be included in the calculation of Consolidated Net Income, such
portion of such amount or value shall not be so included for purposes of calculating the amount of Restricted Payments that may be made pursuant to Subsection 8.2(a). 

  
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 “Investment Company Act”: the Investment Company Act of 1940, as amended
from time to time. 
 “Investment Grade Rating”: a rating equal to or higher than Baa3 (or the equivalent) by Moody’s
and BBB- (or the equivalent) by S&P, or any equivalent rating by any other Rating Agency. 
 “Investment Grade
Securities”: (i) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents); (ii) debt securities or debt
instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among Holdings and its Subsidiaries; (iii) investments in any fund that invests exclusively in investments of
the type described in clauses (i) and (ii) above, which fund may also hold immaterial amounts of cash pending investment or distribution; and (iv) corresponding instruments in countries other than the United States customarily
utilized for high quality investments. 
 “Investors”: (i) the CD&R Investors, (ii) the CVC Investors,
(iii) the Temasek Investors, (iv) Goldman and (v) Parcom. 
 “IPO”: the initial public offering of
Holdings’ common stock which closed on June 23, 2015. 
 “Junior Capital”: collectively, any Indebtedness of any
Parent Entity or Holdings that (i) is not secured by any asset of Holdings or any Restricted Subsidiary, (ii) is expressly subordinated to the prior payment in full of the Term Loan Facilities Obligations hereunder on terms
consistent with those for senior subordinated high yield debt securities issued by U.S. companies sponsored by the Sponsors (as determined in good faith by Holdings, which determination shall be conclusive), (iii) has a final maturity
date that is not earlier than, and provides for no scheduled payments of principal prior to, the date that is 91 days after the Term BB-5 Loan Maturity Date (other than through conversion or exchange of any such Indebtedness for Capital Stock (other than
Disqualified Stock) of Holdings, Capital Stock of any Parent Entity or any other Junior Capital), (iv) has no mandatory redemption or prepayment obligations other than obligations that are subject to the prior payment in full in cash of
the Term Loans and (v) does not require the payment of cash interest until the date that is 91 days after the Term BB-5 Loan Maturity Date. 

“Junior Debt”: (i) the Senior Notes and Guarantees thereof (and Refinancing Indebtedness in respect thereof
Incurred pursuant to Subsection 8.1(b)(iii)) and (ii) any Subordinated Obligations and Guarantor Subordinated Obligations. 

“LCA Election”: as defined in Subsection 1.2(h). 

“LCA Test Date”: as defined in Subsection 1.2(h). 

“Lead Arrangers”: Amendment No. 2 Lead
Arrangers
and, Amendment No. 4 Lead Arrangers and Amendment No. 5 Lead Arrangers, as applicable. 

“Lender Default”: (a) the refusal (which may be given verbally or in writing and has not been retracted) or
failure of any Lender (including any Agent in its capacity as Lender) to make available its portion of any incurrence of Loans, which refusal or failure is not cured within two Business Days after the date of such refusal or failure,
(b) the failure of any Lender (including any Agent in its capacity as Lender) to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due,
unless the subject of a good faith dispute, (c) a Lender (including any Agent in its capacity as Lender) has notified Holdings or the Administrative Agent that it does not intend to comply with its funding obligations hereunder,
(d) a Lender (including any Agent in its capacity as Lender) has failed, within 10 Business Days after request by the Administrative Agent, to confirm that it will comply with its funding obligations hereunder (provided that such
Lender Default pursuant to this clause (d) shall cease to be a Lender Default upon receipt of such confirmation by the Administrative Agent) or (e) an Agent or a Lender has admitted in writing that it is insolvent or such Agent or
Lender becomes subject to a Lender-Related Distress Event. 
 “Lender Joinder Agreement”: as defined in Subsection
2.8(c). 

  
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 “Lender-Related Distress Event”: with respect to any Agent or Lender (each,
a “Distressed Person”), a voluntary or involuntary case with respect to such Distressed Person under any debt relief law, or a custodian, conservator, receiver or similar official is appointed for such Distressed Person or any
substantial part of such Distressed Person’s assets, or such Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over
such Distressed Person to be, insolvent or bankrupt; provided that a Lender-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any equity interests in any Agent or Lender or any
person that directly or indirectly controls such Agent or Lender by a Governmental Authority or an instrumentality thereof; provided, further, that the appointment of an administrator, provisional liquidator, conservator, receiver,
trustee, custodian or other similar official by a supervisory authority or regulator with respect to an Agent or Lender or any person that directly or indirectly controls such Agent or Lender under the Dutch Financial Supervision Act 2007 (as
amended from time to time and including any successor legislation) shall not be a “Lender-Related Distress Event” with respect to such Agent or Lender or any person that directly or indirectly controls such Agent or Lender. 

“Lenders”: the several lenders from time to time parties to this Agreement together with, in the case of any such lender that
is a bank or financial institution, any affiliate of any such bank or financial institution through which such bank or financial institution elects, by notice to the Administrative Agent and Holdings, to make any Loans available to the BorrowerBorrowers, provided that for
all purposes of voting or consenting with respect to (a) any amendment,
supplementationsupplement or
modification of any Loan Document, (b) any waiver of any of the requirements of any Loan Document or any Default or Event of Default and its consequences or (c) any other matter as to which a Lender may vote or consent
pursuant to Subsection 11.1, the bank or financial institution making such election shall be deemed the “Lender” rather than such affiliate, which shall not be entitled to so vote or consent. 

“Liabilities”: collectively, any and all claims, obligations, liabilities, causes of action, actions, suits, proceedings,
investigations, judgments, decrees, losses, damages, fees, costs and expenses (including interest, penalties and fees and disbursements of attorneys, accountants, investment bankers and other professional advisors), in each case whether incurred,
arising or existing with respect to third parties or otherwise at any time or from time to time. 
 “LIBOR Rate”: 

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

provided that (i) in no event shall the LIBOR Rate be less than 0% and (ii) to the extent a comparable or successor rate is approved by the
Administrative Agent in connection with any rate set forth in this definition, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not
administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. 

“LIBOR Successor Notice”: as defined in Section 4.7. 

“LIBOR Successor Rate”: as defined in Section 4.7. 

“Lien”: any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or
other title retention agreement or lease in the nature thereof). 

  
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 “Limited Condition Acquisition”: any acquisition by one or more of Holdings
and its Restricted Subsidiaries of any assets, business or Person permitted by this Agreement whose consummation is not conditioned on the availability of, or on obtaining, third party financing. 

“Loan”: each Term B-35 Loan, Term B-4 Loan, Euro
Term
B-23 Loan, Incremental Term Loan,
Extended Term Loan or a Specified Refinancing Term Loan, as the context shall require; collectively, the “Loans.” 

“Loan Documents”: this Agreement, any Notes, the Guarantee and Collateral Agreement, the Dutch Security Documents, the Guaranty Agreement, the
Intercreditor Agreement (on and after the execution thereof), the ABL Intercreditor Agreement, each Other Intercreditor Agreement (on and after the execution thereof) and any other Security Documents, each as amended, supplemented, waived or
otherwise modified from time to time. 
 “Loan Parties”: Holdings, the BorrowerBorrowers and the Subsidiary
Guarantors; each individually, a “Loan
Party.” 
 “Loan Party Guaranty”: the guaranty of the Term Loan Facilities Obligations of the BorrowerBorrowers under the Loan Documents
provided pursuant to the Guarantee and Collateral Agreement or any Guaranty Agreement, as applicable. 
 “London Banking Day”: any day on which dealings in Dollar deposits are
conducted by and between banks in the London interbank eurodollar market. 
 “Management Advances”: (1) loans
or advances made to directors, management members, officers, employees or consultants of any Parent Entity, Holdings or any Restricted Subsidiary (x) in respect of travel, entertainment or moving-related expenses incurred in the ordinary
course of business, (y) in respect of moving-related expenses incurred in connection with any closing or consolidation of any facility, or (z) in the ordinary course of business and (in the case of this clause (z)) not
exceeding $50.0 million in the aggregate outstanding at any time, (2) promissory notes of Management Investors acquired in connection with the issuance of Management Stock to such Management Investors, (3) Management
Guarantees, or (4) other Guarantees of borrowings by Management Investors in connection with the purchase of Management Stock, which Guarantees are permitted under Subsection 8.1. 

“Management Agreements”: collectively, (i) the Indemnification Agreement, dated as of November 30, 2010, among
Holdings, the U.S. Borrower, CD&R and certain of its
Affiliates, (ii) the Indemnification Agreement, dated as of November 30, 2010, among Holdings, the
U.S. Borrower and certain Affiliates of CVC,
(iii) the ThirdFourth Amended
and Restated Stockholders Agreement, among Holdings, CD&R, certain Affiliates of CD&R and CVC, and certain other parties thereto, dated as of June 2723, 20122015 and (iv) any other agreement primarily providing for indemnification and/or contribution for the benefit of any
Permitted Holder in respect of Liabilities resulting from, arising out of or in connection with, based upon or relating to (a) any management consulting, financial advisory, financing, underwriting or placement services or other investment
banking activities, (b) any offering of securities or other financing activity or arrangement of or by any Parent Entity or any of its Subsidiaries or (c) any action or failure to act of or by any Parent Entity or any of its Subsidiaries
(or any of their respective predecessors); in each case as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof and of this Agreement. 

“Management Guarantees”: guarantees (x) of up to an aggregate principal amount outstanding at any time of $30.0
million of borrowings by Management Investors in connection with their purchase of Management Stock or (y) made on behalf of, or in respect of loans or advances made to, directors, officers, employees or consultants of any Parent Entity,
Holdings or any Restricted Subsidiary (1) in respect of travel, entertainment and moving-related expenses incurred in the ordinary course of business, or (2) in the ordinary course of business and (in the case of this clause
(2)) not exceeding $15.0 million in the aggregate outstanding at any time. 
 “Management Indebtedness”: Indebtedness
Incurred to (a) any Person other than a Management Investor of up to an aggregate principal amount outstanding at any time of $15.0 million, and (b) any Management Investor, in each case, to finance the repurchase or other
acquisition of Capital Stock of Holdings, any Restricted Subsidiary or any Parent Entity (including any options, warrants or other rights in respect thereof) from any Management Investor, which repurchase or other acquisition of Capital Stock is
permitted by Subsection 8.2. 

  
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 “Management Investors”: the management members, officers, directors,
employees and other members of the management of any Parent Entity, Holdings or any of their respective Subsidiaries, or family members or relatives of any of the foregoing (provided that, solely for purposes of the definition of
“Permitted Holders,” such relatives shall include only those Persons who are or become Management Investors in connection with estate planning for or inheritance from other Management Investors, as determined in good faith by Holdings,
which determination shall be conclusive), or trusts, partnerships or limited liability companies for the benefit of any of the foregoing, or any of their heirs, executors, successors and legal representatives, who at any date beneficially own or
have the right to acquire, directly or indirectly, Capital Stock of Holdings, any Restricted Subsidiary or any Parent Entity. 

“Management Stock”: Capital Stock of Holdings, any Restricted Subsidiary or any Parent Entity (including any options,
warrants or other rights in respect thereof) held by any of the Management Investors. 
 “Market Capitalization”: an amount
equal to (i) the total number of issued and outstanding shares of capital stock of Holdings or any direct or indirect parent company on the date of declaration of the relevant dividend multiplied by (ii) the arithmetic mean
of the closing prices per share of such capital stock on the New York Stock Exchange (or, if the primary listing of such capital stock is on another exchange, on such other exchange) for the 30 consecutive trading days immediately preceding the date
of declaration of such dividend. 
 “Material Adverse Effect”: a material adverse effect on (a) the business,
operations, property or condition (financial or otherwise) of Holdings and its Restricted Subsidiaries taken as a whole, (b) the validity or enforceability as to the Loan Parties (taken as a whole) party thereto of the Loan Documents taken as a
whole or (c) the rights or remedies of the Agents and the Lenders under the Loan Documents, in each case taken as a whole. 

“Material Subsidiaries”: Restricted Subsidiaries of Holdings constituting, individually or in the aggregate (as if such
Restricted Subsidiaries constituted a single Subsidiary), a “significant subsidiary” in accordance with Rule 1-02 under Regulation S-X. 

“Materials of Environmental Concern”: any pollutants, contaminants, hazardous or toxic substances or materials or wastes
defined, listed, or regulated as such in or under, or which may give rise to liability under, any applicable Environmental Law, including gasoline, petroleum (including crude oil or any fraction thereof), petroleum products or by-products, asbestos
and polychlorinated biphenyls. 
 “Maturity Date”: for the Term B-3 Loans, and Term B-4 Loans and Euro, the Term B-23 and B-4 Loan Maturity Date, for the Term
B-5 Loans, the Term
BB-5 Loan Maturity Date, for any
Extended Term Tranche the “Maturity Date” set forth in the applicable Extension Amendment, for any Incremental Commitments the “Maturity Date” set forth in the applicable Incremental Commitment Amendment, as the context may
require and for any Specified Refinancing Tranche the “Maturity Date” set forth in the applicable Specified Refinancing Amendment. 

“Maximum Incremental Facilities Amount”: at any date of determination, the sum of (i) the greater of
(x) $650,000,000 and (y) Consolidated EBITDA for the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements of Holdings are available plus
(ii) all voluntary prepayments of the Term Loans prior to such time (other than with the proceeds of long term indebtedness) plus (iii) an additional amount if, on a pro forma basis, after giving effect to the Incurrence of
such additional amount and after giving effect to any acquisition consummated in connection therewith and all other appropriate pro forma adjustments (or on the date of the initial commitment to lend such additional amount after giving pro forma
effect to the Incurrence of the entire committed amount of such additional amount), the Consolidated Secured Leverage Ratio shall not exceed 4.25 to 1.00 (as set forth in an officer’s certificate of a Responsible Officer of Holdings delivered
to the Administrative Agent at the time of such Incurrence, together with calculations demonstrating compliance with such ratio (it being understood that for purposes of calculating the Consolidated Secured Leverage Ratio, any additional amount
Incurred pursuant to this clause (iii) shall be treated as if such amount is Consolidated Secured Indebtedness, regardless of whether such amount is actually secured)). 

  
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 “Minimum Exchange Tender Condition”: as defined in Subsection
2.9(b). 
 “Minimum Extension Condition”: as defined in Subsection 2.10(g). 

“Moody’s”: Moody’s Investors Service, Inc., and its successors. 

“Mortgaged Fee Properties”: the collective reference to each real property owned in fee simple by the Loan Parties listed on Schedule 5.8 or
required to be mortgaged as Collateral pursuant to the requirements of Subsection 7.9, including the land and all buildings, improvements, structures and fixtures now or subsequently located thereon and owned by any such Loan Party., in each case, unless
and until such time as the Mortgage on such real property is released in accordance with the terms and provisions hereof and thereof. Notwithstanding the foregoing, from and after the Amendment No. 5 Effective Date, unless otherwise agreed by
the Borrower Representative, the Specified Excluded Real Property shall not constitute a Mortgaged Fee Property.  

“Mortgages”: each of the mortgages and deeds of trust, or similar security instruments executed and delivered by any Loan
Party to the Collateral Agent, as the same may be amended, supplemented, waived or otherwise modified from time to time. 

“Multiemployer Plan”: a Plan which is a multiemployer plan as defined in Section 4001(a)(3) of ERISA. 

“Net Available Cash”: from an Asset Disposition or Recovery Event means an amount equal to the cash payments received
(including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding any other consideration received in the form of assumption by the
acquiring Person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or Recovery Event or received in any other non-cash form) therefrom, in each case net of (i) all
legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be paid or to be accrued as a liability under GAAP, in each case, as a consequence of,
or in respect of, such Asset Disposition or Recovery Event (including as a consequence of any transfer of funds in connection with the application thereof in accordance with Subsection 8.4), (ii) all payments made, and all
installment payments required to be made, on any Indebtedness (other than Indebtedness secured by Liens that are required by the express terms of this Agreement to be pari passu with or junior to the Liens on the Collateral securing the Term
Loan Facilities Obligations) (x) that is secured by any assets subject to such Asset Disposition or involved in such Recovery Event, in accordance with the terms of any Lien upon such assets, or (y) that must by its terms, or
in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds from such Asset Disposition or Recovery Event, including but not limited to any payments required to be made to increase borrowing
availability under any revolving credit facility, (iii) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition or Recovery Event, or
to any other Person (other than Holdings or a Restricted Subsidiary) owning a beneficial interest in the assets disposed of in such Asset Disposition or subject to such Recovery Event, (iv) any liabilities or obligations associated with
the assets disposed of in such Asset Disposition or involved in such Recovery Event and retained, indemnified or insured by Holdings or any Restricted Subsidiary after such Asset Disposition or Recovery Event, including pension and other
post-employment benefit liabilities, liabilities related to environmental matters, and liabilities relating to any indemnification obligations associated with such Asset Disposition or Recovery Event, (v) in the case of an Asset
Disposition, the amount of any purchase price or similar adjustment (x) claimed by any Person to be owed by Holdings or any Restricted Subsidiary, until such time as such claim shall have been settled or otherwise finally resolved, or
(y) paid or payable by Holdings or any Restricted Subsidiary, in each case in respect of such Asset Disposition or (vi) in the case of any Recovery Event, any amount thereof that constitutes or represents reimbursement or
compensation for any amount previously paid or to be paid by Holdings or any of its Subsidiaries. 
 “Net Cash Proceeds”:
with respect to any issuance or sale of any securities of Holdings or any Subsidiary by Holdings or any Subsidiary, or any capital contribution, or any Incurrence of Indebtedness, the cash proceeds of such issuance, sale, contribution or Incurrence
net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance, sale, contribution or
Incurrence and net of all taxes paid or payable as a result, or in respect, thereof. 

  
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“Netherlands
Borrower”: as defined in the Preamble hereto. 
 “New York Courts”: as defined in Subsection
11.13(a). 
 “New York Supreme Court”: as defined in Subsection 11.13(a). 

“Non-Converted Term B-2 Loan”: each Term B-2 Loan (or portion thereof) other than a Converted Term B-2 Loan. 

“Non-Consenting Lender”: as defined in Subsection 11.1(g). 

“Non-Excluded Taxes”: all Taxes other than Excluded Taxes. 

“Non-Extending Lender”: as defined in Subsection 2.10(e). 

“Non-Wholly Owned Subsidiary”: each Subsidiary that is not a Wholly Owned Subsidiary. 

“North American Borrowing Base”: the sum of (1) 85.0% of the book value of Inventory of Holdings, its Domestic
Subsidiaries and its Canadian Subsidiaries, (2) 85.0% of the book value of Receivables of Holdings, its Domestic Subsidiaries and its Canadian Subsidiaries, and (3) cash, Cash Equivalents and Temporary Cash Investments of
Holdings, its Domestic Subsidiaries and its Canadian Subsidiaries (in each case, determined as of the end of the most recently ended fiscal month of Holdings for which internal consolidated financial statements of Holdings are available, and, in the
case of any determination relating to any Incurrence of Indebtedness, on a pro forma basis including (x) any property or assets of a type described above acquired since the end of such fiscal month and (y) any property or
assets of a type described above being acquired in connection therewith). 
 “Note”: as defined in Subsection
2.2(a). 
 “Obligations”: with respect to any Indebtedness, any principal, premium (if any), interest (including
interest and fees accruing on or after the filing of any petition in bankruptcy or for reorganization relating to Holdings or any Restricted Subsidiary whether or not a claim for post-filing interest or fees is allowed in such proceedings), fees,
charges, expenses, reimbursement obligations, Guarantees of such Indebtedness (or of Obligations in respect thereof), other monetary obligations of any nature and all other amounts payable thereunder or in respect thereof. 

“OFAC”: as defined in Subsection 5.21(b). 

“Offered Amount”: as defined in Subsection 4.4(l)(iv)(1). 

“Offered Discount”: as defined in Subsection 4.4(l)(iv)(1). 

“OID”: as defined in Subsection 2.8(d). 

“Original Credit Agreement”: as defined in the Preamble hereto. 

“Organizational Documents”: with respect to any Person, (a) the articles of incorporation, certificate of
incorporation or certificate of formation (or the equivalent organizational documents) of such Person and (b) the bylaws or operating agreement (or the equivalent governing documents) of such Person. 

“Other Intercreditor Agreement”: an intercreditor agreement in form and substance reasonably satisfactory to Holdings and the
Collateral Agent. 

  
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 “Other Representatives”: Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Goldman Sachs Lending Partners LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, HSBC Securities (USA) Inc., SunTrust Robinson Humphrey, Inc., Morgan Stanley Senior Funding, Inc., Barclays
Bank PLC, Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, in their capacities as Joint Lead Arrangers and Joint Bookrunners. 

“Outstanding Amount”: with respect to the Loans on any date, the Dollar Equivalent of the aggregate outstanding principal
amount thereof after giving effect to any borrowings and prepayments or repayments thereof occurring on such date. 
 “Parallel Debt” has the meaning given to that term in paragraph (a) of Section 10.10. 

“Parcom” means Parcom Buy Out Fund II B.V. and any of its Affiliates. 

“Parent Entity”: any Other Parent and any other Person that is a Subsidiary of any Other Parent and of which Holdings is a
Subsidiary. As used herein, “Other Parent” means a Person of which Holdings becomes a Subsidiary after the Closing Date that is designated by Holdings as an “Other Parent” and solely for so long as Holdings remains a
Subsidiary of such Person, provided that either (x) immediately after Holdings first becomes a Subsidiary of such Person, more than 50.0% of the Voting Stock of such Person shall be held by one or more Persons that held more than
50.0% of the Voting Stock of Holdings or a Parent Entity of Holdings immediately prior to Holdings first becoming such Subsidiary or (y) such Person shall be deemed not to be an Other Parent for the purpose of determining whether a
Change of Control shall have occurred by reason of Holdings first becoming a Subsidiary of such Person. Holdings shall not in any event be deemed to be a “Parent Entity.” 

“Parent Expenses”: (i) costs (including all professional fees and expenses) incurred by any Parent Entity in
connection with maintaining its existence or in connection with its reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange,
this Agreement or any other agreement or instrument relating to Indebtedness of Holdings or any Restricted Subsidiary, including in respect of any reports filed with respect to the Securities Act, the Exchange Act or the respective rules and
regulations promulgated thereunder, (ii) expenses incurred by any Parent Entity in connection with the acquisition, development, maintenance, ownership, prosecution, protection and defense of its intellectual property and associated
rights (including but not limited to trademarks, service marks, trade names, trade dress, patents, copyrights and similar rights, including registrations and registration or renewal applications in respect thereof; inventions, processes, designs,
formulae, trade secrets, know-how, confidential information, computer software, data and documentation, and any other intellectual property rights; and licenses of any of the foregoing) to the extent such intellectual property and associated rights
relate to the business or businesses of Holdings or any Subsidiary thereof, (iii) indemnification obligations of any Parent Entity owing to directors, officers, employees or other Persons under its charter or by-laws or pursuant to
written agreements with or for the benefit of any such Person (including pursuant to certain Management Agreements), or obligations in respect of director and officer insurance (including premiums therefor), (iv) other administrative and
operational expenses of any Parent Entity incurred in the ordinary course of business, and (v) fees and expenses incurred by any Parent Entity in connection with any offering of Capital Stock or Indebtedness, (w) which
offering is not completed, or (x) where the net proceeds of such offering are intended to be received by or contributed or loaned to Holdings or a Restricted Subsidiary, or (y) in a prorated amount of such expenses in
proportion to the amount of such net proceeds intended to be so received, contributed or loaned, or (z) otherwise on an interim basis prior to completion of such offering so long as any Parent Entity shall cause the amount of such
expenses to be repaid to Holdings or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed. 

“Pari Passu Indebtedness”: Indebtedness with a Lien on the Collateral ranking pari passu with the Liens securing the
Term Loan Facilities Obligations. 
 “Participant”: as defined in Subsection 11.6(c). 

“Participant Register”: as defined in Subsection 11.6(b)(v). 

  
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 “Participating Lender”: as defined in Subsection 4.4(l)(iii)(2).

 “Participating Member State”: each state so described in any EMU Legislation. 

“Patriot Act”: as defined in Subsection 11.18. 

“PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor
thereto). 
 “Permitted Affiliated Assignee”: the Sponsors, any investment fund managed or controlled by any Sponsor and
any special purpose vehicle established by any Sponsor or by one or more of such investment funds. 
 “Permitted Debt
Exchange”: as defined in Subsection 2.9(a). 
 “Permitted Debt Exchange Notes”: as defined in Subsection
2.9(a). 
 “Permitted Debt Exchange Offer”: as defined in Subsection 2.9(a). 

“Permitted Holders”: any of the following: (i) any of the Investors; (ii) any of the Management
Investors, CD&R, CVC and their respective Affiliates; (iii) any investment fund or vehicle managed, sponsored or advised by CD&R, CVC, or any Affiliate thereof, and any Affiliate of or successor to any such investment fund or
vehicle; (iv) any limited or general partners of, or other investors in, any CD&R Investor, CVC Investor or any Affiliate thereof, or any such investment fund or vehicle; and (v) any Person acting in the capacity of an
underwriter (solely to the extent that and for so long as such Person is acting in such capacity) in connection with a public or private offering of Capital Stock of any Parent Entity or Holdings. In addition, any “person” (as such term is
used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Closing Date) whose status as a “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date) constitutes or
results in a Change of Control in respect of which Holdings makes a Change of Control Offer pursuant to Subsection 8.8(a) (whether or not in connection with any repayment or repurchase of Indebtedness outstanding pursuant to Junior Debt),
together with its Affiliates, shall thereafter constitute Permitted Holders. 
 “Permitted Investment”: an Investment by
Holdings or any Restricted Subsidiary in, or consisting of, any of the following: 
 (i) a Restricted Subsidiary, Holdings,
or a Person that will, upon the making of such Investment, become a Restricted Subsidiary (and any Investment held by such Person that was not acquired by such Person in contemplation of so becoming a Restricted Subsidiary); 

(ii) another Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or
conveys all or substantially all its assets to, or is liquidated into, Holdings or a Restricted Subsidiary (and, in each case, any Investment held by such other Person that was not acquired by such Person in contemplation of such merger,
consolidation or transfer); 
 (iii) Temporary Cash Investments, Investment Grade Securities or Cash Equivalents; 

(iv) receivables owing to Holdings or any Restricted Subsidiary, if created or acquired in the ordinary course of business;

 (v) any securities or other Investments received as consideration in, or retained in connection with, sales or other
dispositions of property or assets, including Asset Dispositions made in compliance with Subsection 8.4; 
 (vi)
securities or other Investments received in settlement of debts created in the ordinary course of business and owing to, or of other claims asserted by, Holdings or any Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement
of any Lien, or in satisfaction of judgments, including in connection with any bankruptcy proceeding or other reorganization of another Person; 

  
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 (vii) Investments in existence or made pursuant to legally binding written
commitments in existence on the Closing Date and set forth on Schedule 1.1(f), and in each case any extension, modification, replacement, reinvestment or renewal thereof; provided that the amount of any such Investment may be increased
in such extension, modification, replacement, reinvestment or renewal only (x) as required by the terms of such Investment or binding commitment as in existence on the Closing Date or (y) as otherwise permitted by this Agreement;

 (viii) Currency Agreements, Interest Rate Agreements, Commodities Agreements and related Hedging Obligations, which
obligations are Incurred in compliance with Subsection 8.1; 
 (ix) pledges or deposits (x) with respect
to leases or utilities provided to third parties in the ordinary course of business or (y) otherwise described in the definition of “Permitted Liens” or made in connection with Liens permitted under Subsection 8.6; 

(x) (1) Investments in or by any Special Purpose Subsidiary, or in connection with a Financing Disposition by, to,
in or in favor of any Special Purpose Entity, including Investments of funds held in accounts permitted or required by the arrangements governing such Financing Disposition or any related Indebtedness, or (2) any promissory note issued
by Holdings or any Parent Entity, provided that if such Parent Entity receives cash from the relevant Special Purpose Entity in exchange for such note, an equal cash amount is contributed by any Parent Entity to Holdings; 

(xi) bonds secured by assets leased to and operated by Holdings or any Restricted Subsidiary that were issued in connection
with the financing of such assets so long as Holdings or any Restricted Subsidiary may obtain title to such assets at any time by paying a nominal fee, canceling such bonds and terminating the transaction; 

(xii) [reserved]; 

(xiii) any Investment to the extent made using Capital Stock of Holdings (other than Disqualified Stock), Capital Stock of any
Parent Entity or Junior Capital as consideration; 
 (xiv) Management Advances; 

(xv) Investments in Related Businesses in an aggregate amount outstanding at any time not to exceed an amount equal to the
greater of $500.0 million and 8.50% of Consolidated Total Assets; 
 (xvi) any transaction to the extent it constitutes an
Investment that is permitted by and made in accordance with the provisions of Subsection 8.5(b) (except transactions described in clauses (i), (ii)(4), (iii), (v), (vi), (ix) and (x) therein), including any Investment pursuant to
any transaction described in Subsection 8.5(b)(ii) (whether or not any Person party thereto is at any time an Affiliate of Holdings); 

(xvii) any Investment by any Captive Insurance Subsidiary in connection with the provision of insurance to Holdings or any of
its Subsidiaries, which Investment is made in the ordinary course of business of such Captive Insurance Subsidiary, or by reason of applicable law, rule, regulation or order, or that is required or approved by any regulatory authority having
jurisdiction over such Captive Insurance Subsidiary or its business, as applicable; and 
 (xviii) other Investments in an
aggregate amount outstanding at any time not to exceed an amount equal to the greater of $500.0 million and 8.50% of Consolidated Total Assets. 

  
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 If any Investment pursuant to clause (xv) or (xviii) above, or Subsection
8.2(b)(vi), as applicable, is made in any Person that is not a Restricted Subsidiary and such Person thereafter (A) becomes a Restricted Subsidiary or (B) is merged or consolidated into, or transfers or conveys all or
substantially all of its assets to, or is liquidated into, Holdings or a Restricted Subsidiary, then such Investment shall thereafter be deemed to have been made pursuant to clause (i) or (ii) above, respectively, and not clause
(xv) or (xviii) above, or Subsection 8.2(b)(vi), as applicable. 
 “Permitted Liens”: 

(a) Liens for taxes, assessments or other governmental charges not yet delinquent or the nonpayment of which in the aggregate would not
reasonably be expected to have a material adverse effect on Holdings and its Restricted Subsidiaries, taken as a whole, or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained
on the books of Holdings or a Subsidiary thereof, as the case may be, in accordance with GAAP; 
 (b) Liens with respect to outstanding motor
vehicle fines and carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business in respect of obligations that are not overdue for a period
of more than 60 days or that are bonded or that are being contested in good faith and by appropriate proceedings; 
 (c) pledges, deposits or
Liens in connection with workers’ compensation, professional liability insurance, insurance programs, unemployment insurance and other social security and other similar legislation or other insurance-related obligations (including pledges or
deposits securing liability to insurance carriers under insurance or self-insurance arrangements); 
 (d) pledges, deposits or Liens to
secure the performance of bids, tenders, trade, government or other contracts (other than for borrowed money), obligations for utilities, leases, licenses, statutory obligations, completion guarantees, surety, judgment, appeal or performance bonds,
other similar bonds, instruments or obligations, and other obligations of a like nature incurred in the ordinary course of business; 
 (e) (i) easements (including reciprocal easement agreements),
rights-of-way, building, zoning and similar restrictions, utility agreements, covenants, reservations, restrictions, encroachments, charges, and other similar encumbrances or title defects incurred, or leases or subleases granted to others, in the
ordinary course of business, which do not in the aggregate materially interfere with the ordinary conduct of the business of Holdings and its Restricted Subsidiaries, taken as a whole; 

(f) Liens existing on, or provided for under written arrangements existing on, the Closing Date and set forth on Schedule 1.1(e), or (in
the case of any such Liens securing Indebtedness of Holdings or any of its Subsidiaries existing or arising under written arrangements existing on the Closing Date) securing any Refinancing Indebtedness in respect of such Indebtedness (other than
Indebtedness Incurred under Subsection 8.1(b)(i) and secured under clause (k)(1) of this definition), so long as the Lien securing such Refinancing Indebtedness is limited to all or part of the same property or assets (plus improvements,
accessions, proceeds or dividends or distributions in respect thereof) that secured (or under such written arrangements could secure) the original Indebtedness; 

(g) (i) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by
any developer, landlord or other third party on property over which Holdings or any Restricted Subsidiary of Holdings has easement rights or on any leased property and subordination or similar agreements relating thereto and (ii) any
condemnation or eminent domain proceedings affecting any real property; 
 (h) Liens securing Indebtedness (including Liens securing any
Obligations in respect thereof) consisting of Hedging Obligations, Bank Products Obligations, Purchase Money Obligations or Capitalized Lease Obligations Incurred in compliance with Subsection 8.1; 

(i) Liens arising out of judgments, decrees, orders or awards in respect of which Holdings or any Restricted Subsidiary shall in good faith be
prosecuting an appeal or proceedings for review, which appeal or proceedings shall not have been finally terminated, or if the period within which such appeal or proceedings may be initiated shall not have expired; 

  
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 (j) leases, subleases, licenses or sublicenses to or from third parties; 

(k) Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of (1) Indebtedness
Incurred in compliance with Subsection 8.1(b)(i); provided, that any Liens on Collateral securing Permitted Debt Exchange Notes, Rollover Indebtedness or Additional Obligation (or any Refinancing Indebtedness in respect of any of the
foregoing) shall be subject to the Intercreditor Agreement or an Other Intercreditor Agreement, as applicable, (2) Indebtedness Incurred in compliance with clauses (b)(iv), (b)(v), (b)(vii), (b)(viii),
(b)(xv) or clauses (b)(iii)(B) and (C) of Subsection 8.1 (other than Refinancing Indebtedness Incurred in respect of Indebtedness described in Subsections 8.1(a)), (3) any Indebtedness
Incurred in compliance with Subsection 8.1(b)(xiii), provided that any Liens securing such Indebtedness shall rank junior to the Liens securing the Term Loan Facilities Obligations and shall be subject to the Intercreditor Agreement or
an Other Intercreditor Agreement, as applicable, (4) (A) Acquisition Indebtedness Incurred in compliance with Subsection 8.1(b)(x) or (xi), provided that (x) such Liens are limited to all or
part of the same property or assets, including Capital Stock (plus improvements, accessions, proceeds or dividends or distributions in respect thereof, or replacements of any thereof) acquired, or of any Person acquired or merged or consolidated
with or into Holdings or any Restricted Subsidiary, in any transaction to which such Acquisition Indebtedness relates, (y) on the date of the Incurrence of such Indebtedness after giving effect to such Incurrence, the Consolidated
Secured Leverage Ratio would equal or be less than the Consolidated Secured Leverage Ratio immediately prior to giving effect thereto or (z) such Liens rank junior to the Liens securing the Term Loan Facilities Obligations and shall be
subject to the Intercreditor Agreement or an Other Intercreditor Agreement, as applicable, or (B) any Refinancing Indebtedness Incurred in respect thereof, (5) Indebtedness of any Restricted Subsidiary that is not a Subsidiary GuarantorLoan Party (limited, in
the case of this clause
(k)(65), to Liens on any
of the property and assets of any Restricted Subsidiary that is not a Subsidiary
GuarantorLoan Party) and (6) obligations in respect of Management Advances or Management
Guarantees, in each case under the foregoing clauses (1) through
(76) including Liens securing
any Guarantee of any thereof; 
 (l) Liens existing on property or assets of a Person at the time such Person becomes a Subsidiary of
Holdings (or at the time Holdings or a Restricted Subsidiary acquires such property or assets, including any acquisition by means of a merger or consolidation with or into Holdings or any Restricted Subsidiary); provided, however, that
such Liens are not created in connection with, or in contemplation of, such other Person becoming such a Subsidiary (or such acquisition of such property or assets), and that such Liens are limited to all or part of the same property or assets (plus
improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which such Liens arose, could secure) the obligations to which such Liens relate; provided,
further, that for purposes of this clause (l), if a Person other than Holdings is the Successor Borrower with respect thereto, any Subsidiary thereof shall be deemed to become a Subsidiary of Holdings, and any property or assets of such
Person or any such Subsidiary shall be deemed acquired by Holdings or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Borrower; 

(m) Liens on Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary that secure Indebtedness or other obligations of
such Unrestricted Subsidiary; 
 (n) any encumbrance or restriction (including, but not limited to, pursuant to put and call agreements or
buy/sell arrangements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement; 

(o) Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of Refinancing Indebtedness Incurred
in respect of any Indebtedness (other than any Indebtedness described in clause (k)(1) above of this definition) secured by, or securing any refinancing, refunding, extension, renewal or replacement (in whole or in part) of any other obligation
secured by, any other Permitted Liens, provided that any such new Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under
the written arrangements under which the original Lien arose, could secure) the obligations to which such Liens relate; 
 (p) Liens
(1) arising by operation of law (or by agreement to the same effect) in the ordinary course of business, including Liens arising under or by reason of the Perishable Agricultural Commodities Act of 1930, as amended from time to time,
(2) on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets,


  
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(3) on receivables (including related rights), (4) on cash set aside at the time of the Incurrence of any Indebtedness or government securities purchased with such cash, in
either case to the extent that such cash or government securities prefund the payment of interest on such Indebtedness and are held in an escrow account or similar arrangement to be applied for such purpose, (5) securing or arising by
reason of any netting or set-off arrangement entered into in the ordinary course of banking or other trading activities (including in connection with purchase orders and other agreements with customers), (6) in favor of Holdings or any
Subsidiary (other than Liens on property or assets of Holdings or any Subsidiary Guarantor in favor of any Subsidiary that is not a Subsidiary Guarantor), (7) arising out of conditional sale, title retention, consignment or similar
arrangements for the sale of goods entered into in the ordinary course of business, (8) on inventory or other goods and proceeds securing obligations in respect of bankers’ acceptances issued or created to facilitate the purchase,
shipment or storage of such inventory or other goods, (9) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft, cash pooling or similar obligations incurred in the ordinary course of business,
(10) attaching to commodity trading or other brokerage accounts incurred in the ordinary course of business, or (11) arising in connection with repurchase agreements permitted under Subsection 8.1 on assets that are
the subject of such repurchase agreements; 
 (q) other Liens securing Indebtedness or other obligations that in the aggregate do not exceed
an amount equal to the greater of $400.0 million and 7.0% of Consolidated Total Assets at the time of Incurrence of such Indebtedness or other obligations; and 

(r) Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) or other obligations of, or in favor of, any
Special Purpose Entity, or in connection with a Special Purpose Financing or otherwise, Incurred pursuant to clause (b)(ix) of Section 8.1.; and 
 (s) Liens created or arising under the general terms and conditions (algemene bankvoorwaarden) of any
member of the Dutch Bankers’ Association (Nederlandse Vereniging van Banken), (in particular under any Liens arising under clause 24 or clause 25 thereof as amended or substituted from time to time) or any similar term
applied by a financial institution in the Netherlands pursuant to its general terms and conditions. 

For purposes of determining compliance with this definition, (w) a Lien need not be incurred solely by reference to one category
of Permitted Liens described in this definition but may be incurred under any combination of such categories (including in part under one such category and in part under any other such category), (x) in the event that a Lien (or any
portion thereof) meets the criteria of one or more of such categories of Permitted Liens, Holdings shall, in its sole discretion, classify or reclassify such Lien (or any portion thereof) in any manner that complies with this definition,
(y) in the event that a portion of Indebtedness secured by a Lien could be classified as secured in part pursuant to clause (k)(1) above in respect of Indebtedness Incurred pursuant to Subsection 8.1(b)(i)(II) and clause
(ii) of the definition of Maximum Incremental Facilities Amount (giving effect to the Incurrence of such portion of such Indebtedness), Holdings, in its sole discretion, may classify such portion of such Indebtedness (and any Obligations in
respect thereof) as having been secured pursuant to clause (k)(1) above in respect of Indebtedness Incurred pursuant to Subsection 8.1(b)(i)(II) and clause (ii) of the definition of Maximum Incremental Facilities Amount and the remainder
of the Indebtedness as having been secured pursuant to one or more of the other clauses of this definition and (z) if any Liens securing Indebtedness are Incurred to refinance Liens securing Indebtedness initially Incurred in reliance on
a basket measured by reference to a percentage of Consolidated Total Assets at the time of incurrence, and such refinancing would cause the percentage of Consolidated Total Assets restriction to be exceeded if calculated based on the Consolidated
Total Assets on the date of such refinancing, such percentage of Consolidated Total Assets restriction shall not be deemed to be exceeded so long as the principal amount of such Indebtedness secured by such Liens does not exceed the principal amount
of such Indebtedness secured by such Liens being refinanced, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such
refinancing. 
 “Permitted Payment”: as defined in Subsection 8.2(b). 

“Person”: an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust,
unincorporated association, joint venture, Governmental Authority or other entity of whatever nature. 

  
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 “Plan”: at a particular time, any employee benefit plan which is covered by
ERISA and in respect of which Holdings or a Commonly Controlled Entity is an “employer” as defined in Section 3(5) of ERISA. 

“Platform”: Intralinks, SyndTrak Online or any other similar electronic distribution system. 

“Preferred Stock”: as applied to the Capital Stock of any corporation or company, Capital Stock of any class or classes
(however designated) that by its terms is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation or company, over Capital Stock of any other
class of such corporation or company. 
 “Prepayment Date”: as defined in Subsection 4.4(h). 

“Pricing Grid”: with respect to the Term B-3 Loans: 

 

									
	 Consolidated Total Leverage Ratio
	  	Applicable Margin for Eurodollar
Term B-3 Loans	 	 	Applicable Margin for ABR
Term B-3 Loans	 
	 Greater than 4.00 to 1.00
	  	 	2.50	% 	 	 	1.50	% 
	 Less than or equal to 4.00 to 1.00
	  	 	2.25	% 	 	 	1.25	% 

 and with respect to the Term B-4 Loans: 

 

									
	 Consolidated Total Leverage Ratio
	  	Applicable Margin for Eurodollar
Term B-4 Loans	 	 	Applicable Margin for ABR
Term B-4 Loans	 
	 Greater than 4.00 to 1.00
	  	 	2.75	% 	 	 	1.75	% 
	 Less than or equal to 4.00 to 1.00
	  	 	2.50	% 	 	 	1.50	% 

 “Projections”: those financial projections included in the confidential information memoranda
and related material prepared in connection with the syndication of the Facility and provided to the Lenders on or about June 2015. 

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be
amended from time to time. 
 “Public Lender”: as defined in Subsection 11.2(e). 

“Purchase”: as defined in clause (4) of the definition of “Consolidated Coverage Ratio.” 

“Purchase Money Obligations”: any Indebtedness Incurred to finance or refinance the acquisition, leasing, construction or
improvement of property (real or personal) or assets, and whether acquired through the direct acquisition of such property or assets or the acquisition of the Capital Stock of any Person owning such property or assets, or otherwise. 

“Qualifying Lender”: as defined in Subsection 4.4(l)(iv)(3). 

“Rating Agency”: Moody’s or S&P or, if Moody’s or S&P or both shall not make a rating on the Term Loans
publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by Holdings which shall be substituted for Moody’s or S&P or both, as the case may be. 

“Receivable”: a right to receive payment pursuant to an arrangement with another Person pursuant to which such other Person
is obligated to pay, as determined in accordance with GAAP. 

  
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 “Recovery Event”: any settlement of or payment in respect of any property
or casualty insurance claim or any condemnation proceeding relating to any asset of Holdings or any Restricted Subsidiary constituting Collateral giving rise to Net Available Cash to Holdings or such Restricted Subsidiary, as the case may be, in
excess of $25.0 million, to the extent that such settlement or payment does not constitute reimbursement or compensation for amounts previously paid by Holdings or any Restricted Subsidiary in respect of such casualty or condemnation. 

“refinance”: refinance, refund, replace, renew, repay, modify, restate, defer, substitute, supplement, reissue, resell or
extend (including pursuant to any defeasance or discharge mechanism); and the terms “refinances,” “refinanced” and “refinancing” as used for any purpose in this Agreement shall have a correlative
meaning. 
 “Refinancing Agreement”: as defined in Subsection 8.3(c). 

“Refinancing Indebtedness”: Indebtedness that is Incurred to refinance Indebtedness Incurred pursuant to this Agreement and
the Loan Documents, the Senior Notes and any Indebtedness (or unutilized commitment in respect of Indebtedness) existing on the Closing Date and set forth on Schedule 8.1 or Incurred (or established) in compliance with this Agreement
(including Indebtedness of Holdings that refinances Indebtedness of any Restricted Subsidiary (to the extent permitted in this Agreement) and Indebtedness of any Restricted Subsidiary that refinances Indebtedness of another Restricted Subsidiary)
including Indebtedness that refinances Refinancing Indebtedness, and Indebtedness Incurred pursuant to a commitment that refinances any Indebtedness or unutilized commitment; provided that (1) if the Indebtedness being refinanced
is Subordinated Obligations or Guarantor Subordinated Obligations, the Refinancing Indebtedness (x) has a final Stated Maturity at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the final Stated
Maturity of the Indebtedness being refinanced (or, if shorter, the Term
BB-5 Loan Maturity Date),
(y) has a weighted average life to maturity at the time such Refinancing Indebtedness is Incurred that is equal to or longer than the remaining weighted average life to maturity of the Indebtedness being refinanced (or, if shorter, the
remaining weighted average life to maturity of the Term
BB-5 Loans) and (z) if
an Event of Default under Subsection 9.1(a) or (f) is continuing, is subordinated in right of payment to the Term Loan Facilities Obligations to the same extent as the Indebtedness being refinanced, (2) such
Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the sum of (x) the aggregate principal amount then outstanding of
the Indebtedness being refinanced, plus (y) an amount equal to any unutilized commitment relating to the Indebtedness being refinanced or otherwise then outstanding under the financing arrangement being refinanced to the extent
the unutilized commitment being refinanced could be drawn in compliance with Subsection 8.1 immediately prior to such refinancing, plus (z) fees, underwriting discounts, premiums and other costs and expenses (including
accrued and unpaid interest) Incurred or payable in connection with such Refinancing Indebtedness, (3) Refinancing Indebtedness shall not include (x) Indebtedness of a Restricted Subsidiary that is not a Subsidiary GuarantorLoan Party that
refinances Indebtedness of Holdings or a Subsidiary
Guarantoranother Loan Party that could not have been initially Incurred by such Restricted Subsidiary
pursuant to Subsection 8.1 or (y) Indebtedness of Holdings or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary, and (4) if the Indebtedness being refinanced constitutes Additional
Obligations, Rollover Indebtedness, Permitted Debt Exchange Notes or Term Loan Facilities Obligations incurred pursuant to Subsection 8.1(b)(i)(II)(a) (or Refinancing Indebtedness in respect of the foregoing Indebtedness),
(w) the Refinancing Indebtedness complies with the requirements of the definition of “Additional Obligations” (other than clause (ii) thereof), (x) if the Indebtedness being refinanced is unsecured and an Event
of Default under Subsection 9.1(a) or (f) is continuing, the Refinancing Indebtedness is unsecured and (y) if the Indebtedness being refinanced is secured by a Lien ranking junior to the Liens securing the Term Loan
Facilities Obligations and an Event of Default under Subsection 9.1(a) or (f) is continuing, the Refinancing Indebtedness is unsecured or secured by a Lien ranking junior to the Liens securing the Term Loan Facilities Obligations.

 “Refunding Capital Stock”: as defined in Subsection 8.2(b)(i). 

“Register”: as defined in Subsection 11.6(b)(iv). 

“Regulation D”: Regulation D of the Board as in effect from time to time. 

“Regulation S-X”: Regulation S-X promulgated
by the SEC, as in effect on the Closing Date. 
 “Regulation T”: Regulation T of the Board as in effect from time to time.


  
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 “Regulation U”: Regulation U of the Board as in effect from time to time.

 “Regulation X”: Regulation X of the Board as in effect from time to time. 

“Reinvestment Period”: as defined in Subsection 8.4(b)(i). 

“Related Business”: those businesses in which Holdings or any of its Subsidiaries is engaged on the Closing Date, or that are
similar, related, complementary, incidental or ancillary thereto or extensions, developments or expansions thereof. 
 “Related
Parties”: with respect to any Person, such Person’s affiliates and the partners, officers, directors, trustees, employees, shareholders, members, attorneys and other advisors, agents and controlling persons of such person and of such
person’s affiliates and “Related Party” shall mean any of them. 
 “Related Taxes”:
(x) any taxes, charges or assessments, including but not limited to sales, use, transfer, rental, ad valorem, value added, stamp, property, consumption, franchise, license, capital, net worth, gross receipts, excise, occupancy,
intangibles or similar taxes, charges or assessments (other than federal, state or local taxes measured by income and federal, state or local withholding imposed by any government or other taxing authority on payments made by any Parent Entity other
than to another Parent Entity), required to be paid by any Parent Entity by virtue of its being incorporated or having Capital Stock outstanding (but not by virtue of owning stock or other equity interests of any corporation or other entity other
than Holdings, any of its Subsidiaries or, any Parent Entity), or being a holding company parent of Holdings, any of its Subsidiaries or, any Parent Entity or receiving dividends from or other distributions in respect of the Capital Stock of
Holdings, any of its Subsidiaries, any Parent Entity, or having guaranteed any obligations of Holdings or any Subsidiary thereof, or having made any payment in respect of any of the items for which Holdings or any of its Subsidiaries is permitted to
make payments to any Parent Entity pursuant to Subsection 8.2, or acquiring, developing, maintaining, owning, prosecuting, protecting or defending its intellectual property and associated rights (including but not limited to receiving or
paying royalties for the use thereof) relating to the business or businesses of Holdings or any Subsidiary thereof, (y) any other federal, state or local taxes measured by income for which any Parent Entity is liable up to an amount not
to exceed, with respect to federal taxes, the amount of any such taxes that Holdings and its Subsidiaries would have been required to pay on a separate company basis, or on a consolidated basis as if Holdings had filed a consolidated return on
behalf of an affiliated group (as defined in Section 1504 of the Code) of which it were the common parent, or with respect to state and local taxes, the amount of any such taxes that Holdings and its Subsidiaries would have been required to pay
on a separate company basis, or on a consolidated, combined, unitary or affiliated basis as if Holdings had filed a consolidated, combined, unitary or affiliated return on behalf of an affiliated group (as defined in the applicable state or local
tax laws for filing such return) consisting only of Holdings and its Subsidiaries or (z) any other foreign taxes measured by income for which any Parent Entity is liable. Taxes include all interest, penalties and additions relating
thereto. 
 “Reportable Event”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to
which the 30 day notice period is waived under Section 21, 22, 23, 24, 25, 27 or 28 of PBGC Regulation Section 4043 or any successor regulation thereto. 

“Repricing Transaction”: the prepayment, refinancing, substitution or replacement of all or a portion of the Euro Term B-2 Loans or the Term
B-45 Loans (including, without limitation, as may be effected through any amendment, waiver or
modification to this Agreement relating to the interest rate for, or weighted average yield of, the Euro Term B-2 Loans or the Term
B-45 Loans), (a) if the primary purpose of such prepayment, refinancing, substitution,
replacement, amendment, waiver or modification is (as reasonably determined by Holdings in good faith) to refinance such Euro Term B-2 Loans or Term
B-45 Loans at a lower “effective yield” (taking into account, among other factors, margin,
upfront or similar fees or original issue discount shared with all providers of such financing, but excluding the effect of any arrangement, commitment, underwriting, structuring, syndication or other fees payable in connection therewith that are
not shared with all providers of such financing, and without taking into account any fluctuations in the LIBOR Rate, but including any LIBOR floor or similar floor that is higher than the then LIBOR Rate or other reference rate), (b) if
the prepayment, refinancing, substitution, replacement, amendment, waiver or modification is effectuated by the incurrence by Holdings or any Subsidiary of new Indebtedness, such new Indebtedness is Pari Passu Indebtedness in the form of bank
financing, and (c) if such prepayment, refinancing, substitution, replacement, amendment, waiver or modification results in such bank financing 

  
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having an “effective yield” (as reasonably determined by the Administrative Agent, in consultation with Holdings, consistent with generally accepted financial practices, after giving
effect to, among other factors, margin, upfront or similar fees or original issue discount shared with all providers of such financing (calculated based on assumed four-year average life and without present value discount), but excluding the effect
of any arrangement, commitment, underwriting, structuring, syndication or other fees payable in connection therewith that are not shared with all providers of such financing, and without taking into account any fluctuations in the LIBOR Rate, but
including any LIBOR floor or similar floor that is higher than the then applicable LIBOR Rate or other reference rate) that is less than the “effective yield” (as reasonably determined by the Administrative Agent, in consultation with
Holdings, on the same basis) of the Euro Term B-2 Loans or the Term B-45 Loans prior to
being so prepaid, refinanced, substituted or replaced or subject to such amendment, waiver or modification to this Agreement. 

“Required Lenders”: Lenders the Total Credit Percentages of which aggregate greater than 50.0% of all Lenders;
provided that the Commitments (or Individual Lender Exposures) held or deemed held by Defaulting Lenders shall be excluded for purposes of making a determination of Required Lenders. 

“Requirement of Law”: as to any Person, the Organizational Documents of such Person, and any law, statute, ordinance, code,
decree, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its material property or to which such Person or any of its material
property is subject, including laws, ordinances and regulations pertaining to zoning, occupancy and subdivision of real
properties and including GDPR; provided that the foregoing shall not apply to any non-binding
recommendation of any Governmental Authority. 
 “Responsible Officer”: as to any Person, any of the following
officers of such Person: (a) the chief executive officer or the president of such Person and, with respect to financial matters, the chief financial officer, the treasurer or the controller of such Person, (b) any vice
president of such Person or, with respect to financial matters, any assistant treasurer or assistant controller of such Person, in each case who has been designated in writing to the Administrative Agent or the Collateral Agent as a Responsible
Officer by such chief executive officer or president of such Person or, with respect to financial matters, by such chief financial officer of such Person, (c) solely for purposes of notices given to Section 2, Responsible
Officer shall include any other officer of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an
agreement between the applicable Loan Party and the Administrative Agent and (d) with respect to Subsection 7.7 and ERISA matters and without limiting the foregoing, the general counsel (or substantial equivalent) of such Person; and as to any Person incorporated in the Netherlands, any board member authorized to represent such
Person. 
 “Restricted Payment”: as defined in
Subsection 8.2(a). 
 “Restricted Payment Transaction”: any Restricted Payment permitted pursuant to Subsection
8.2, any Permitted Payment, any Permitted Investment, or any transaction specifically excluded from the definition of the term “Restricted Payment” (including pursuant to the exception contained in clause (i) of such definition
and the parenthetical exclusions contained in clauses (ii) and (iii) of such definition). 
 “Restricted
Subsidiary”: any Subsidiary of Holdings other than an Unrestricted Subsidiary. 
 “Revaluation Date”: with respect
to any Loan, each of the following: (i) each date of a Borrowing of a EURIBOR Loan denominated in Euro, (ii) each date of a continuation of a EURIBOR Loan denominated in Euro pursuant to Subsection 4.2, and
(iii) such additional dates as the Administrative Agent shall determine or the Required Lenders shall require. 
 “Rollover
Indebtedness”: Indebtedness of Holdings or a Guarantor issued to any Lender in lieu of such Lender’s pro rata portion of any repayment of Term Loans made pursuant to Subsection 4.4(a) or (e); so long as (other than in
connection with a refinancing in full of the Facilities) such Indebtedness would not have a weighted average life to maturity earlier than the remaining weighted average life to maturity of the Term Loans being repaid. 

  
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 “S&P”: Standard & Poor’s Ratings Group, a division of The
McGraw-Hill Companies, Inc., and its successors. 
 “Sale”: as defined in clause (3) of the definition of
“Consolidated Coverage Ratio.” 
 “Scheduled
Unavailabity
Unavailability Date” as defined in Section 4.7. 

“SEC”: the United States Securities and Exchange Commission. 

“Secured
Obligations”: the collective reference to (i) the Term Loan Facilities Obligations and (ii) all obligations and liabilities, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or
otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of Holdings and the other Loan Parties
under any Hedging Agreement (as defined in the Guarantee and Collateral Agreement) entered into with any Hedging Provider (as defined in the Guarantee and Collateral Agreement), any Bank Products Agreement (as defined in the Guarantee and Collateral
Agreement) entered into with any Bank Products Provider (as defined in the Guarantee and Collateral Agreement) or any Management Guarantee entered into with any Management Credit Provider or any other document made, delivered or given in connection
therewith, in each case whether on account of principal, interest, reimbursement obligations, amounts payable in connection with any such Bank Products Agreement or a termination of any transaction entered into pursuant to any such Hedging
Agreement, fees, indemnities, costs, expenses or otherwise (including, without limitation, all reasonable fees, expenses and disbursements of counsel to the Administrative Agent or any other Secured Party that are required to be paid by any Loan
Party pursuant to the terms of the Credit Agreement or any other Loan Document); provided that the Secured Obligations shall not include any Excluded Swap Obligations (as defined in the Guarantee and Collateral Agreement). 

“Secured Parties”: the “Secured Parties” as defined in the Guarantee and Collateral Agreement. 

“Securities Act”: the Securities Act of 1933, as amended from time to time. 

“Security Documents”: the collective reference to each Mortgage related to any Mortgaged Fee Property, the Guarantee and
Collateral Agreement, each Dutch Security Document and all
other security documents hereafter delivered to the Collateral Agent granting or perfecting a Lien on any asset or assets of any Person to secure the obligations and liabilities of the Loan Parties hereunder and/or under any of the other Loan
Documents or to secure any guarantee of any such obligations and liabilities, including any security documents executed and delivered or caused to be delivered to the Collateral Agent pursuant to Subsection 7.9(a), 7.9(b),
7.9(c) or 7.9(d), in each case, as amended, supplemented, waived or otherwise modified from time to time. 

“Senior ABL Agreement” means the ABL Credit Agreement, dated as of the Closing Date, among Holdings, the U.S. Borrower, Univar Canada Ltd., a company formed under the
laws of the Province of British Alberta, the Domestic Subsidiaries of Holdings from time to
time party thereto, the lenders party thereto from time to time, and Bank of America, N.A., as U.S. administrative agent and collateral agent and Bank of America, N.A. (acting through its Canadian branch), as Canadian administrative agent, as such
agreement has been amended and restated through the Closing Date and as such agreement may be further amended, supplemented, waived or otherwise modified from time to time or refunded, refinanced, restructured, replaced, renewed, repaid, increased
or extended from time to time (whether in whole or in part, whether with the original administrative agent and lenders or other agents and lenders or otherwise), except to the extent such agreement, instrument or other document expressly provides
that it is not intended to be and is not a Senior ABL Agreement. Any reference to the Senior ABL Agreement hereunder shall be deemed a reference to each Senior ABL Agreement then in existence. 

“Senior ABL Facility” means the collective reference to the Senior ABL Agreement, any Credit Documents (as defined therein),
the ABL Intercreditor Agreement, any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages, letter of credit applications and other guarantees, pledge
agreements, security agreements and collateral documents, and other 

  
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instruments and documents, executed and delivered pursuant to or in connection with any of the foregoing, in each case as the same may be amended, supplemented, waived or otherwise modified from
time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original agent and lenders or other agents and lenders or otherwise, and whether
provided under the original Senior ABL Agreement or one or more other credit agreements, indentures or financing agreements or otherwise), except to the extent such agreement, instrument or document expressly provides that it is not intended to be
and is not a Senior ABL Facility. Without limiting the generality of the foregoing, the term “Senior ABL Facility” shall include any agreement (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated
thereby, (ii) adding Subsidiaries of Holdings as additional borrowers or guarantors thereunder, (iii) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or
(iv) otherwise altering the terms and conditions thereof. 
 “Senior ABL Obligations” means all Obligations in
respect of the Senior ABL Facility. 
 “Senior Notes”:
6.755.125% Senior Notes due 20232027 of the Borrower issued on the Amendment No. 5 Effective Date hereof, as the same may be exchanged for substantially similar senior notes that have been registered under
the Securities Act, and as the same or such substantially similar notes may be amended, supplemented, waived or otherwise modified from time to time. 

“Senior Notes Documents”: the Senior Notes Indenture and all other instruments, agreements and other documents evidencing or
governing the Senior Notes or providing for any guarantee, obligation, security or other right in respect thereof. 
 “Senior Notes
Indenture”: the Indenture dated as of the Amendment No. 5 Effective Date hereof, under which the Senior Notes are issued, as
the same may be amended, supplemented, waived or otherwise modified from time to time. 
 “Set”: the collective
reference to Eurodollar Loans or EURIBOR Loans of a single Tranche, the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Eurodollar Loans or EURIBOR Loans shall
originally have been made on the same day). 
 “Settlement Service”: as defined in Subsection 11.6(b). 

“Single Employer Plan”: any Plan which is covered by Title IV or Section 302 of ERISA or Section 412 of the Code,
but which is not a Multiemployer Plan. 
 “Solicited Discounted Prepayment Amount”: as defined in
Subsection 4.4(l)(iv)(1). 
 “Solicited Discounted Prepayment Notice”: an irrevocable written notice of
Borrower Solicitation of Discounted Prepayment Offers made pursuant to Subsection 4.4(l)(iv) substantially in the form of Exhibit Q. 

“Solicited Discounted Prepayment Offer”: the irrevocable written offer by each Lender, substantially in the form of
Exhibit R, submitted following the Administrative Agent’s receipt of a Solicited Discounted Prepayment Notice. 

“Solicited Discounted Prepayment Response Date”: as defined in Subsection 4.4(l)(iv)(1). 

“Solicited Discount Proration”: as defined in Subsection 4.4(l)(iv)(3). 

“Solvent” and “Solvency”: with respect to Holdings and its Subsidiaries on a consolidated basis after giving
effect to the Transactions on the Closing Date means (i) the Fair Value and Present Fair Salable Value of the assets of Holdings and its Subsidiaries taken as a whole exceed their Stated Liabilities and Identified Contingent Liabilities;
(ii) Holdings and its Subsidiaries taken as a whole do not have Unreasonably Small Capital; and (iii) Holdings and its Subsidiaries taken as a whole will be able to pay their Stated Liabilities and Identified Contingent
Liabilities as they mature (all capitalized terms used in this definition (other than “Borrower” and “Subsidiary” which have the meanings set forth in this Agreement) shall have the meaning assigned to such terms in the form of
solvency certificate attached hereto as Exhibit H). 

  
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 “Special Purpose Entity”: (x) any Special Purpose Subsidiary or (y) any other Person that is engaged in the business of
(i) acquiring, selling, collecting, financing or refinancing Receivables, accounts (as defined in the Uniform Commercial Code
or any analogous law, as in effect in any applicable jurisdiction from time to time), other accounts and/or
other receivables, and/or related assets and/or
(ii) financing or refinancing in respect of Capital
Stock of any Special Purpose Subsidiary. 
 “Special Purpose Financing”: any financing or refinancing of assets
consisting of or including Receivables of Holdings or any Restricted Subsidiary that have been transferred to a Special Purpose Entity or made subject to a Lien in a Financing Disposition (including any financing or refinancing in respect of Capital
Stock of a Special Purpose Subsidiary held by another Special Purpose Subsidiary). 
 “Special Purpose Financing Expense”:
for any period, (a) the aggregate interest expense for such period on any Indebtedness of any Special Purpose Subsidiary that is a Restricted Subsidiary, which Indebtedness is not recourse to Holdings or any Restricted Subsidiary that is
not a Special Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings), and (b) Special Purpose Financing Fees. 

“Special Purpose Financing Fees”: distributions or payments made directly or by means of discounts with respect to any
participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Special Purpose Financing. 

“Special Purpose Financing Undertakings”: representations, warranties, covenants, indemnities, guarantees of performance and
(subject to clause (y) of the proviso below) other agreements and undertakings entered into or provided by Holdings or any of its Restricted Subsidiaries that Holdings determines in good faith (which determination shall be conclusive) are
customary or otherwise necessary or advisable in connection with a Special Purpose Financing or a Financing Disposition; provided that (x) it is understood that Special Purpose Financing Undertakings may consist of or include
(i) reimbursement and other obligations in respect of notes, letters of credit, surety bonds and similar instruments provided for credit enhancement purposes, (ii) Hedging Obligations or other obligations relating to Interest
Rate Agreements, Currency Agreements or Commodities Agreements entered into by Holdings or any Restricted Subsidiary, in respect of any Special Purpose Financing or Financing Disposition, or (iii) any Guarantee in respect of customary
recourse obligations (as determined in good faith by Holdings, which determination shall be conclusive) in connection with any Special Purpose Financing or Financing Disposition, including in respect of Liabilities in the event of any involuntary
case commenced with the collusion of any Special Purpose Subsidiary or any Affiliate thereof, or any voluntary case commenced by any Special Purpose Subsidiary, under any applicable bankruptcy law, and (y) subject to the preceding clause
(x), any such other agreements and undertakings shall not include any Guarantee of Indebtedness of a Special Purpose Subsidiary by Holdings or a Restricted Subsidiary that is not a Special Purpose Subsidiary. 

“Special Purpose Subsidiary”: any Subsidiary of Holdings that (a) is engaged solely in (x) the business of (i) acquiring, selling, collecting, financing or refinancing
Receivables, accounts (as defined in the Uniform Commercial Code or any analogous law, as in effect in any applicable jurisdiction from time to time) and other accounts and receivables (including any thereof constituting or evidenced by chattel paper, instruments or general intangibles), all proceeds thereof and all rights
(contractual and other), collateral and other assets relating thereto, and/or (ii) owning or holding Capital Stock of any Special Purpose Subsidiary and/or engaging in any financing or refinancing in respect thereof, and (y) any business or activities incidental or related to such
business, and (b) is designated as a “Special
Purpose Subsidiary” by Holdings. 
 “Specified Discount”: as defined in Subsection 4.4(l)(ii)(1). 

“Specified Discount Prepayment Amount”: as defined in Subsection 4.4(l)(ii)(1). 

“Specified Discount Prepayment Notice”: an irrevocable written notice of Borrower Offer of Specified Discount Prepayment made
pursuant to Subsection 4.4(l)(ii) substantially in the form of Exhibit S. 

  
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 “Specified Discount Prepayment Response”: the written response by each
Lender, substantially in the form of Exhibit T, to a Specified Discount Prepayment Notice. 
 “Specified Discount Prepayment
Response Date”: as defined in Subsection 4.4(l)(ii)(1). 
 “Specified Discount Proration”: as defined
in Subsection 4.4(l)(ii)(3). 

“Specified Excluded
Real Property”: the real property described on Schedule C to Amendment No. 5. 
 “Specified Existing
Tranche”: as defined in Subsection 2.10(a)(ii). 
 “Specified Refinancing Amendment”: an amendment to
this Agreement effecting the incurrence of Specified Refinancing Term Loan Facilities in accordance with Subsection 2.11. 

“Specified Refinancing Indebtedness”: Indebtedness incurred by
theany Borrower pursuant to and in
accordance with Subsection 2.11. 
 “Specified Refinancing Lenders”: as defined in Subsection 2.11(b). 

“Specified Refinancing Term Loan Facilities”: as defined in Subsection 2.11(a). 

“Specified Refinancing Term Loans”: as defined in Subsection 2.11(a). 

“Specified Refinancing Tranche”: Specified Refinancing Term Loan Facilities with the same terms and conditions made on the
same day and any Supplemental Term Loan added to such Tranche pursuant to Subsection 2.8. 
 “Sponsors”:
collectively, CD&R and CVC. 
 “Spot Rate”: for a currency means the rate determined by the Administrative Agent to be
the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business
Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if the Person acting in
such capacity does not have as of the date of determination a spot buying rate for any such currency. 
 “Stated Maturity”:
with respect to any Indebtedness, the date specified in such Indebtedness as the fixed date on which the payment of principal of such Indebtedness is due and payable, including pursuant to any mandatory redemption provision (but excluding any
provision providing for the repurchase or repayment of such Indebtedness at the option of the holder thereof upon the happening of any contingency). 

“Statutory Reserves”: for any day as applied to a Eurodollar Loan, the average maximum rate at which reserves (including any
marginal, supplemental or emergency reserves) are required to be maintained during such Interest Period under Regulation D by member banks of the United States Federal Reserve System in New York City with deposits exceeding $1,000,000,000 against
“Eurocurrency liabilities” (as such term is used in Regulation D). Eurodollar Loans shall be deemed to constitute Eurocurrency liabilities and to be subject to such reserve requirements without benefit of or credit for proration,
exceptions or offsets which may be available from time to time to any Lender under Regulation D. 
 “Submitted Amount”: as
defined in Subsection 4.4(l)(iii)(1). 
 “Submitted Discount”: as defined in Subsection 4.4(l)(iii)(1). 

  
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 “Subordinated Obligations”: any Indebtedness of Holdings (whether
outstanding on the Closing Date or thereafter Incurred) that is expressly subordinated in right of payment to the Term Loan Facilities Obligations pursuant to a written agreement. 

“Subsection 2.10 Additional Amendment”: as defined in Subsection 2.10(c). 

“Subsidiary”: as to any Person, a corporation, partnership, limited liability company or other entity (a) of
which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the Board of Directors or
other managers of such corporation, partnership, limited liability company or other entity are at the time owned by such Person, or (b) the management of which is otherwise controlled, directly or indirectly through one or more
intermediaries, or both, by such Person and, in the case of this clause (b), which is treated as a consolidated subsidiary for accounting purposes. Unless otherwise qualified, all references to a “Subsidiary” or to
“Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of Holdings. 
 “Subsidiary Borrower”: each Restricted Subsidiary that is designated by the Borrower Representative as a borrower in respect of any
Incremental Term Facility consisting of an additional term loan facility and which (x) is acceptable to the lenders providing such Incremental Term Facility and (y) if organized in a jurisdiction other than the United States, shall be
organized in a jurisdiction that is reasonably acceptable to the Administrative Agent, which Restricted Subsidiary shall become a “Borrower” hereunder pursuant to a Subsidiary Borrower Joinder Agreement (which Subsidiary Borrower Joinder
Agreement shall be accompanied by all documentation and other information about such Subsidiary Borrower as shall be mutually agreed to be required by U.S. regulatory authorities under applicable “know your customer” and anti-money
laundering rules and regulations, including the Patriot Act), together with their respective successors and assigns, unless and until such time as the respective Subsidiary Borrower is released from all of its obligations hereunder in accordance
with terms and provisions hereof. Upon receipt of a Subsidiary Borrower Joinder Agreement, the Administrative Agent shall promptly transmit each such notice to each of the Lenders; provided that any failure to do so by the Administrative Agent shall
not in any way affect the status of any such Subsidiary as a Subsidiary Borrower hereunder. 
 “Subsidiary Borrower Joinder Agreement”: a joinder in form and substance reasonably satisfactory to the Borrower Representative,
the Administrative Agent and the applicable Incremental Lenders, to be executed by each Subsidiary Borrower designated as such after the Amendment No. 5 Effective Date. 

“Subsidiary Guarantor”:
(x) each Domestic Subsidiary (other than any Excluded
Subsidiary) of Holdings which executes and delivers a Loan Party Guaranty pursuant to Subsection 7.9 or otherwise, in each case, unless and until such time as the respective Subsidiary Guarantor (a) ceases to constitute a Domestic
Subsidiary of Holdings in accordance with the terms and provisions hereof, (b) is designated an Unrestricted Subsidiary pursuant to the terms of this Agreement or (c) is released from all of its obligations under the Loan
Party Guaranty in accordance with the terms and provisions thereof and (y) each other Subsidiary of
Holdings which Holdings causes to execute and deliver a Loan Party Guaranty pursuant to the last sentence of Subsection 7.9(b), in each case, unless and until such time as the respective Subsidiary Guarantor (a) ceases to constitute a
Subsidiary of Holdings in accordance with the terms and provisions hereof, (b) is designated an Unrestricted Subsidiary pursuant to the terms of this Agreement or (c) is released from all of its obligations under the Loan Party Guaranty in
accordance with the terms and provisions thereof. 
 “Successor
Borrower”: as defined in Subsection 8.7(b)(i). 
 “Successor Holdings”: as defined in Subsection
8.7(a)(i). 
 “Supplemental Term Loan Commitments”: as defined in Subsection 2.8(a). 

“Supplemental Term Loans”: Term Loans made in respect of Supplemental Term Loan Commitments. 

  
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 “TARGET2” means the Trans-European Automated Real-time Gross Settlement
Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007. 
 “TARGET
Day” means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in
Euro. 
 “Tax Sharing Agreement”: any tax sharing agreement among Holdings, a Parent Entity and any of their respective
Affiliates, as the same may be amended, supplemented, waived or otherwise modified from time to time. 
 “Taxes”: any and
all present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority. 

“Temasek Investors”: collectively, (i) Temasek Holdings (Private) Limited, and any successor in interest thereto,
(ii) Dahlia Investments Pte. Ltd., and any successor in interest thereto, and (iii) any Affiliate of any Temasek Investor identified in clauses (i) and (ii) of this definition. 

“Temporary Cash Investments”: any of the following: (i) any investment in (x) direct obligations of the
United States of America, Canada, a member state of the European Union or any country in whose currency funds are being held pending their application in the making of an investment or capital expenditure by Holdings or a Restricted Subsidiary in
that country or with such funds, or any agency or instrumentality of any thereof, or obligations Guaranteed by the United States of
America, Canada or a member state of the European Union or
any country in whose currency funds are being held pending their application in the making of an investment or capital expenditure by Holdings or a Restricted Subsidiary in that country or with such funds, or any agency or instrumentality of any of
the foregoing, or obligations guaranteed by any of the foregoing or (y) direct obligations of any foreign country recognized by the United States of America rated at least “A” by S&P or “A-1” by Moody’s (or,
in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized rating organization), (ii) overnight bank deposits,
and investments in time deposit accounts, certificates of deposit, bankers’ acceptances and money market deposits (or, with respect to foreign banks, similar instruments) maturing not more than one year after the date of acquisition thereof
issued by (x) any bank or other institutional lender under this Agreement or any affiliate thereof or (y) a bank or trust company that is organized under the laws of the United States of America, any state thereof or any
foreign country recognized by the United States of America having capital and surplus aggregating in excess of $250,000,000 (or the foreign currency equivalent thereof) and whose long term debt is rated at least “A” by S&P or
“A-1” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized rating organization) at the
time such Investment is made, (iii) repurchase obligations with a term of not more than 30 days for underlying securities or instruments of the types described in clause (i) or (ii) above entered into with a bank meeting the
qualifications described in clause (ii) above, (iv) Investments in commercial paper, maturing not more than 270 days after the date of acquisition, issued by a Person (other than that of Holdings or any of its Subsidiaries), with a
rating at the time as of which any Investment therein is made of “P-2” (or higher) according to Moody’s or “A-2” (or higher) according to S&P (or, in either case, the equivalent of such rating by such organization or, if
no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized rating organization), (v) Investments in securities maturing not more than one year after the date of acquisition issued or
fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least “A” by S&P or “A” by Moody’s (or, in either case,
the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized rating organization), (vi) Indebtedness or Preferred Stock (other than
of Holdings or any of its Subsidiaries) having a rating of “A” or higher by S&P or “A2” or higher by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or
Moody’s then exists, the equivalent of such rating by any nationally recognized rating organization), (vii) investment funds investing 95.0% of their assets in securities of the type described in clauses (i) through
(vi) above (which funds may also hold reasonable amounts of cash pending investment and/or distribution), (viii) any money market deposit accounts issued or offered by a domestic commercial bank or a commercial bank organized and
located in a country recognized by the United States of America, in each case, having capital and surplus in excess of $250,000,000 (or the foreign currency equivalent thereof), or investments in money market funds subject to the risk limiting
conditions of Rule 2a-7 (or any successor rule) of the SEC under the Investment Company Act of 1940, as amended and (ix) similar investments approved by the Board of Directors in the ordinary course of business. 

  
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 “Term B
Loan Maturity Date”: July 1, 2024. 
 “Term B Loans”: collectively, the Term B-3
Loans, Term B-4 Loans and Euro Term
B-25 Loans. 

“Term B-2 Loans”: all “Term B-2 Loans” (as defined in the Original Credit Agreement) outstanding under this
Agreement immediately prior to the Amendment No. 2 Effective Date. 
 “Term B-3 Loans”: all “Term B-3 Loans”
(as defined in the Original Credit Agreement) outstanding under this Agreement immediately prior to the Amendment No. 4 Effective Date. 

“Term B-3
 and B-4 Loan Maturity Date”: July 1, 2024. 
 “Term B-4
Loans”: all “Term B-4 Loans” (as defined
in Subsection
2.1(b)the Original Credit Agreement) outstanding under this Agreement immediately prior
to the Amendment No. 5 Effective Date. 
 “Term B-4
Commitment”: as to any Lender, its obligation to make Term B-4 Loans to the U.S. Borrower pursuant to Subsection 2.1(b) in an aggregate amount not to exceed the amount set forth opposite such Lender’s name on Schedule
B hereto under the heading “Term B-4 Commitment”; collectively, as to all the Lenders with a Term B-4 Commitment, the “Term B-4 Commitments.” The original aggregate amount of the Term B-4 Commitments on the
Amendment No. 4 Effective Date is $300,000,000. 

“Term B-5
 Commitment”: as to any Lender, its obligation to make Term B-5 Loans to the U.S. Borrower and the Netherlands Borrower pursuant to Subsection 2.1(b) in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule A hereto under the heading “Term B-5 Commitment”; collectively, as to all the Lenders with a Term B-5 Commitment, the “Term B-5
Commitments.” The original aggregate principal amount of the Term B-5 Commitments on the Amendment No. 5 Effective Date is $400,000,000. 

“Term B-5
 Loan Maturity Date”: July 1, 2026. 
 “Term B-5 Loans”: as defined in Subsection 2.1(b).

 “Term Loan Commitment”: as to any Lender, the aggregate of its Term B-5 Commitments, Term B-4 Commitments, Euro Term B-2 Loan Commitments, Incremental Term Loan Commitment and Supplemental Term Loan Commitments;
collectively as to all Lenders the “Term Loan Commitments.” 
 “Term Loan Facilities Obligations”:
obligations of the
BorrowerBorrowers and the other
Loan Parties from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest and fees, if any (including interest and fees accruing during (or that would accrue but
for) the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Term 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, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred
during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of Holdings and the other Loan Parties under this Agreement and the other Loan Documents.

 “Term Loans”: the Term B-35 Loans, Term B-4 Loans, Euro
Term
B-23 Loans, Incremental Term Loans,
Extended Term Loans and Specified Refinancing Term Loans, as the context shall require. 

  
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 “Total Credit Percentage”: as to any Lender at any time, the percentage
which (a) the Dollar Equivalent of such Lender’s then outstanding Term Loans (if any) and such Lender’s unused Term Loan Commitments (if any) then outstanding constitutes of (b) the Dollar Equivalent of aggregate
outstanding Term Loans (if any) of all Lenders then outstanding and aggregate unused Term Loan Commitments of all Lenders (if any) then outstanding. 

“Total Leverage Excess Proceeds”: as defined in Subsection 8.4(b). 

“Trade Payables”: with respect to any Person, any accounts payable or any indebtedness or monetary obligation to trade
creditors created, assumed or guaranteed by such Person arising in the ordinary course of business in connection with the acquisition of goods or services. 

“Tranche”: refers to whether Term Loans or commitments are (1) Euro Term B-23 Loans or Euro Term B-2 Loan
Commitments, (2) Term B-3 Loans, (3) Term B-4 Loans or Term B-4 Commitments, (3) Term B-5 Loans or Term B-5 Loan
Commitments, (4) Incremental Term Loans or Incremental Term Loan Commitments with the same terms and conditions made on the same day and any Supplemental Term Loans added to such
Tranche pursuant to Subsection 2.8, (5) Extended Term Loans (of the same Extension Series) or (6) Specified Refinancing Term Loan Facilities with the same terms and conditions made on the same day and any Supplemental
Term Loans added to such Tranche pursuant to Subsection 2.8. 
 “Transactions”: collectively, any or all of
the following (whether taking place prior to, on or following the date hereof): (i) the entry into the Senior Notes Documents and the offering and issuance of the Senior Notes, (ii) the entry into the Term Loan Facilities on
and after the Closing Date but prior to the Amendment No. 2 Effective Date and Incurrence of Indebtedness thereunder by one or more of Holdings and its Subsidiaries, (iii) the entry into the ABL Credit Facilities and the Incurrence
of Indebtedness thereunder by one or more of Holdings and its Subsidiaries, (iv) the repayment of the Existing Term Loan Agreement, and (v) all other transactions relating to any of the foregoing (including payment of fees
and expenses related to any of the foregoing). 
 “Transformative Acquisition”: means any acquisition by Holdings 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 Holdings 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 Holdings
acting in good faith. 
 “Transferee”: any Participant or Assignee. 

“Treasury Capital Stock”: as defined in Subsection 8.2(b)(i). 

“Type”: the type of Loan determined based on the interest option applicable thereto, with there being three Types of Loans
hereunder, namely ABR Loans, Eurodollar Loans and EURIBOR Loans. 
 “UCC”: the Uniform Commercial Code as in effect in the
State of New York from time to time. 
 “United States Person”: any United States person within the meaning of
Section 7701(a)(30) of the Code. 
 “Unrestricted Cash”: at any date of determination, (a) the aggregate
amount of cash, Cash Equivalents and Temporary Cash Investments included in the cash accounts that would be listed on the consolidated balance sheet of Holdings prepared in accordance with GAAP as of the end of the most recent four consecutive
quarters ending prior to the date of such determination for which consolidated financial statements of Holdings are available to the extent such cash is not classified as “restricted” for financial statement purposes (unless so classified
solely because of any provision under the Loan Documents or any other agreement or instrument governing other Indebtedness that is subject to the ABL Intercreditor Agreement, the Intercreditor Agreement or any Other Intercreditor Agreement governing
the application thereof or because they are subject to a Lien securing the Term 

  
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Loan Facilities Obligations or other Indebtedness that is subject to the ABL Intercreditor Agreement, Intercreditor Agreement or any Other Intercreditor Agreement), plus
(b) the proceeds from any Incurrence of Incremental Term Loans since the date of such consolidated balance sheet and on or prior to the date of determination that are (in the good faith judgment of Holdings) intended to be used for
working capital purposes. 
 “Unrestricted Subsidiary”: (i) any Subsidiary of Holdings that at the time of
determination is an Unrestricted Subsidiary, as designated by the Board of Directors in the manner provided below, and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary of Holdings
(including any newly acquired or newly formed Subsidiary of Holdings), other than the
BorrowerBorrowers and any direct or
indirect parent entity of the U.S. Borrower to be an
Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any property of, Holdings or any other Restricted Subsidiary of Holdings that is not a Subsidiary of
the Subsidiary to be so designated; provided, that (A) such designation was made at or prior to the Closing Date, or (B) the Subsidiary to be so designated has total consolidated assets of $1,000 or less,
(C) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Subsection 8.2 and (D) immediately after such designation, no Event of Default under Subsection
9.1(a) or (f) shall have occurred and be continuing. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that immediately after giving effect to such designation
(1) (x) Holdings could Incur at least $1.00 of additional Indebtedness under Subsection 8.1(a) or (y) the Consolidated Coverage Ratio would be greater than it was immediately prior to giving effect to such
designation or (z) such Subsidiary shall be a Special Purpose Subsidiary with no Indebtedness outstanding other than Indebtedness that can be Incurred (and upon such designation shall be deemed to be Incurred and outstanding) pursuant to
Subsection 8.1(b) and (2) immediately after such designation, no Event of Default under Subsection 9.1(a) or (f) shall have occurred and be continuing. Any such designation by the Board of Directors shall be
evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolution of Holdings’ Board of Directors giving effect to such designation and a certificate of a Responsible Officer of Holdings certifying
that such designation complied with the foregoing provisions. 
 “U.S. Borrower”: as defined in the Preamble hereto.

 “U.S. Tax Compliance Certificate”: as defined in Subsection 4.11(b)(ii)(2). 

“Voting Stock”: as to any entity, all classes of Capital Stock of such entity then outstanding and normally entitled to vote
in the election of directors or all interests in such entity with the ability to control the management or actions of such entity. 

“Wholly Owned Subsidiary”: as to any Person, any Subsidiary of such Person of which such Person owns, directly or indirectly
through one or more Wholly Owned Subsidiaries, all of the Capital Stock of such Subsidiary other than directors qualifying shares or shares held by nominees. 

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

1.2 Other Definitional and Interpretive Provisions. 

(a)
 Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in any Notes, any other Loan Document or any certificate or other document made or
delivered pursuant hereto. 
 (ab) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered
pursuant hereto or thereto, accounting terms relating to Holdings and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the
respective meanings given to them under GAAP. 

  
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 (bc) The words
“hereof,”
, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this
Agreement, and Section, Subsection, Schedule and Exhibit references are to this Agreement unless otherwise specified. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase
“without limitation.” 
 (cd) For purposes of determining any financial ratio or making any financial calculation for any fiscal quarter (or portion
thereof) ending prior to the Closing Date, the components of such financial ratio or financial calculation shall be determined on a pro forma basis to give effect to the Transactions as if they had occurred at the beginning of such four-quarter
period; and each Person that is a Restricted Subsidiary upon giving effect to the Transactions shall be deemed to be a Restricted Subsidiary for purposes of the components of such financial ratio or financial calculation as of the beginning of such
four-quarter period. 
 (de) Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be
calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (rounding up if
there is no nearest number). 
 (ef) Any references in this Agreement to “cash and/or Cash Equivalents,”
, “cash, Cash Equivalents and/or Temporary Cash Investments” or any similar combination of the foregoing shall be construed as not double counting cash or any other applicable
amount which would otherwise be duplicated therein. 

(f
g) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. 

(g
h) In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Agreement which
requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of Holdings, be deemed satisfied, so long
as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into. For the avoidance of doubt, if Holdings has exercised its option
under the first sentence of this clause (g), and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited
Condition Acquisition, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted
hereunder. 
 (hi) In connection with any action being taken 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 Consolidated Coverage
Ratio, the Consolidated Secured Leverage Ratio or the Consolidated Total Leverage Ratio; or 
 (ii) testing baskets set forth
in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Foreign Consolidated Total Assets); 
 in each case, at the
option of Holdings (Holdings’ 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”), 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 and acquisition of Consolidated EBITDA) as if they had occurred at the beginning of the most recent four consecutive fiscal quarters
ending prior to the LCA Test Date for which consolidated financial statements of Holdings are available, Holdings could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be
deemed to have been complied with.For the avoidance of doubt, if 

  
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Holdings 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 or Foreign Consolidated Total Assets of Holdings 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 Holdings has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent
calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Restricted Payments or Permitted Investments, mergers, the conveyance, lease or other transfer of all or substantially all of
the assets of Holdings or the 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 definitive agreement for such
Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket 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. 
 (j) Any
reference herein or in any other Loan Document to (i) a transfer, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of
a limited liability company (collectively, a “Division”), as if it were a transfer, assignment, sale or transfer, or similar term, as applicable, to a separate Person, and (ii) a merger, consolidation, amalgamation or consolidation,
or similar term, shall be deemed to apply to the division of or by a limited liability company, or an allocation of assets to a series of a limited liability company, or the unwinding of such a division or allocation, as if it were a merger,
consolidation, amalgamation or consolidation or similar term, as applicable, with a separate Person. 
 1.3 Borrower
Representative. Each Borrower hereby designates the U.S. Borrower as the Borrower Representative. The Borrower Representative will be acting as agent on each of the Borrowers’ behalf for the purposes of issuing notices of Borrowing and notices
of conversion/continuation of any Loans pursuant to Section 2 and Section 4 or similar notices, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, giving and receiving all
other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of any Borrower or the Borrowers under the Loan Documents. The Borrower
Representative hereby accepts such appointment. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by the Borrower Representative shall be deemed for all purposes to
have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. 

1.4 Foreign Subsidiary Documentation. Each guaranty and each collateral document entered into by a Foreign Subsidiary shall, in the case of such
Foreign Subsidiary, be subject to the Foreign Subsidiary Documentation Principles in all respects. 
 1.5 Dutch
Terms 

In this Agreement, where
it relates to a Person incorporated in the Netherlands, a reference to: 
 (a) “the
Netherlands” means the European part of the Kingdom of the Netherlands and “Dutch” means in or of the Netherlands; 

(b) “organizational documents” means the articles of association (statuten),
 the deed of incorporation (akte van oprichting) and an up-to-date extract of registration of the Dutch trade register; 

(c) a “certificate of incorporation” means a deed of incorporation (akte van
oprichting); 

(d) a “security interest”, “security” or “lien” includes any mortgage (hypotheekrecht),
 pledge
(pandrecht),
 retention of title arrangement (eigendomsvoorbehoud), right of retention
(recht van
rententie), right to reclaim goods
(recht van
reclame) and any right in rem
(beperkt
recht) created for the purpose of granting security (goederenrechtelijke
zekerheid); 

  
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(e) a “winding-up”, “administration” or “dissolution” includes declared bankrupt (failliet
verklaard) or dissolved
(ontbonden);
 

(f) a “moratorium” includes
surseance van
betaling or
voorlopige surseance van
betaling and “moratorium is declared” includes surseance verleend
or
voorlopige surseance
verleend; 

(g) a “liquidator”, “receiver”, “administrative receiver”, “conservator”, “trustee”,
“administrator”, “compulsory manager”, “custodian”, “assignee for the benefit of creditors” or similar Person includes a
curator, a beoogd curator or a bewindvoerder; 
 (h) an
“attachment” includes a executoriaal beslag or
conservatoir
beslag; 

(i) “all necessary corporate or other organizational action to authorize” includes without limitation (i) any action required to
comply with the Works Councils Act of the Netherlands (Wet op de ondernemingsraden) and (ii) obtaining an unconditional positive advice
(advies)
from the competent works council(s); 

(j) to “commence any case, proceeding or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization or relief of debtors” includes a Person having filed a notice under Section 36 of the Tax Collection Act of the Netherlands (Invorderingswet
1990) or Section 60 of the Social Insurance Financing Act of the Netherlands (Wet Financiering Sociale
Verzekeringen) in conjunction with Section 36 of the Tax Collection Act of the Netherlands
(Invorderingswet
1990); and 

(k) a “proceeding or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors” includes any insolvency proceedings within the meaning of the Insolvency Regulation listed or to be listed in Annex A thereto. 

SECTION 2 
 Amount and Terms of
Commitments 
 2.1 Euro Term
B-2 Loans and Term
B-45 Loans. 

(a) Euro Term B-2 Loans. Subject to the terms and conditions hereof, each Lender holding a Euro Term B-2 Loan Commitment severally agrees to make in Euros, in a single
draw on the Amendment No. 4 Effective Date, one or more term loans (each, a “Euro Term B-2 Loan”) to the Borrower in an aggregate principal amount of its Euro Term B-2 Loan Commitment, which Euro Term B-2
Loan: 
 (i) shall be incurred and maintained as EURIBOR Loans; and 

(ii) shall be made by each such Lender in an aggregate
principal amount which does not exceed the Euro Term B-2 Loan Commitment of such Lender. 
 Once repaid, the Euro
Term B-2 Loans outstanding hereunder may not be reborrowed. On the Amendment No. 4 Effective Date (after giving effect to the incurrence of Euro Term B-2 Loans on such date), the Euro Term B-2 Loan Commitments of the Euro Term B-2 Lenders shall
terminate. 
 (ba) Term B-45 Loans. 

  
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 (i) Subject to the terms and conditions hereof, each Lender holding a Term
B-45 Commitment severally agrees to make, in Dollars, in a single draw on the
Amendment No. 45 Effective
Date, one or more term loans (each, a “Term
B-45 Loan”) to the
U.S. Borrower and the Netherlands Borrower in an
aggregate principal amount of its Term
B-45 Commitment, which Term B-45 Loan, except as hereinafter provided,
shall, at the option of the Borrower Representative,
be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar
Loans.; and 

(ii) shall be made by each such Lender in an
aggregate principal amount which does not exceed the
Term B-5 Commitment of such Lender. 

Once repaid, the Term B-45 Loans outstanding hereunder may not be reborrowed. On the Amendment No. 45 Effective Date (after giving effect to
the incurrence of Term B-45 Loans
on such date), the Term B-45
Commitments of each Lender shall terminate. 

(c
b) Subject to the terms and conditions hereof, all Term B-3 Loans
and Term B-4 Loans outstanding immediately prior to the
Amendment No. 45 Effective
Date will continue to remain outstanding on the Amendment
No. 45 Effective Date.

 2.2 Notes. 

(a) The Borrower agreesBorrowers agree that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in
connection with any assignment pursuant to Subsection 11.6(b), in order to evidence such Lender’s Loan, the Borrower willapplicable Borrower(s) shall execute and deliver to such Lender a promissory note substantially in the form of Exhibit
A (as amended, supplemented, replaced or otherwise modified from time to time, a “Note”), in each case with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount
equal to the unpaid principal amount of the applicable Loans made (or acquired by assignment pursuant to Subsection 11.6(b)) by such Lender to the Borrowerapplicable Borrower(s). Each Note shall be payable as provided in Subsection 2.2(b) or 2.2(c), as applicable,
and provide for the payment of interest in accordance with Subsection 4.1. 
 (b) The (i) Term B-3 Loans of all the Lenders shall
be payable in consecutive quarterly installments beginning on December 31, 2017 up to and including the Term BB-3 and B-4 Loan Maturity Date (subject to reduction as provided in Subsection 4.4), on the dates and in the principal
amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such Term B-3 Loans then
outstanding); provided that if the applicable installment date is not a Business Day then the applicable payment shall be made on the immediately preceding Business Day: 

 

			
	 Date
	  	 Amount

	Each March 31, June 30, September 30 and December 31 ending prior to the Term
BB-3 and B-4 Loan Maturity Date	  	0.25% of the aggregate initial principal amount of the Term B-3 Loans on the Amendment No. 2 Effective Date
		
	Term BB-3 and B-4 Loan Maturity Date	  	all unpaid aggregate principal amounts of any outstanding Term B-3 Loans

 and (ii) Term B-4 Loans of all the Lenders shall be payable in consecutive quarterly
installments beginning on June 30, 2019 up to and including the Term
BB-3 and B-4 Loan Maturity Date
(subject to reduction as provided in Subsection 4.4), on the dates and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite
the applicable installment dates (or, if less, the aggregate amount of such Term B-4 Loans then outstanding); provided that if the applicable installment date is not a Business Day then the applicable payment shall be made on the immediately
preceding Business Day: 

  
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	 Date
	  	 Amount

	Each March 31, June 30, September 30 and December 31 ending prior to the Term
BB-3 and B-4 Loan Maturity Date	  	0.25% of the aggregate initial principal amount of the Term B-4 Loans on the Amendment No. 4 Effective Date
		
	Term BB-3 and B-4 Loan Maturity Date	  	all unpaid aggregate principal amounts of any outstanding Term B-4 Loans

 (c) The Euro
Term
B-25 Loans of all the Lenders shall
be payable in consecutive quarterly installments beginning on June 30,
2019March 31, 2020 up to and including the Term BB-5 Loan Maturity Date (subject to
reduction as provided in Subsection 4.4), on the dates and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the
applicable installment dates (or, if less, the aggregate amount of such Euro Term B-25 Loans then outstanding); provided
that if the applicable installment date is not a Business Day then the applicable payment shall be made on the immediately preceding Business Day: 
  

			
	 Date
	  	 Amount

	Each March 31, June 30, September 30 and December 31 ending prior to the Term
BB-5 Loan Maturity Date	  	0.25% of the aggregate initial principal amount of the Euro Term
B-25 Loans on the Amendment No.
45 Effective Date
		
	Term BB-5 Loan Maturity Date	  	all unpaid aggregate principal amounts of any outstanding Euro Term
B-25 Loans

 2.3 Procedure for
Euro Term
B-2 Loan or Term
B-45 Loan Borrowing. The
Borrower Representative shall have given the
Administrative Agent notice in a form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a
Responsible Officer of the Borrower Representative
(which notice must have been received by the Administrative Agent prior to 9:00 A.M., New York City time (or such later time as may be agreed by the Administrative Agent in its reasonable discretion), and shall be irrevocable after funding) two
Business Days prior to the Amendment
No. 45 Effective Date
specifying the amount of the Euro Term B-2 Loans or Term B-45 Loans to be borrowed.
Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender having a Euro Term B-2 Loan Commitment or Term
B-45 Commitment will make the amount of its pro rata share of the Euro Term B-2 Loan Commitments or Term
B-45 Commitments available to the Administrative Agent, in each case for the account of the U.S. Borrower and the Netherlands Borrower at the office of the Administrative
Agent specified in Subsection 11.2 prior to 10:00 A.M., New York City time (or, if the time period for the Borrower’sBorrower Representative’s delivery of notice was extended, such later time as agreed to by the Borrower Representative and the Administrative Agent in its reasonable
discretion, but in no event less than one hour following notice), on the Amendment
No. 45 Effective Date in funds
immediately available to the Administrative Agent. The Administrative Agent shall on such date credit the account of the Borrower
Representative on the books of the Administrative
Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. 

2.4 [Reserved]. 
 2.5
Repayment of Loans. 
 (a) The(i) Each of the U.S. Borrower and the Netherlands Borrower hereby, jointly and severally, unconditionally promises to pay to the
Administrative Agent (ix) in
Dollars for the account of each Lender the then unpaid principal amount of each Term B-3 Loan of such Lender on the Term BB-3 and B-4 Loan Maturity Date (or such earlier date on which the Term B-3 Loans become due and payable pursuant to
Section 9), (iiy) in


  
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Dollars for the account of each Lender the then unpaid principal amount of each Term B-4 Loan of such Lender on the Term
BB-3 and B-4 Loan Maturity Date (or
such earlier date on which the Term B-4 Loans become due and payable pursuant to Section 9) and (iii) in Euroii) each of the U.S. Borrower and the Netherlands Borrower hereby, jointly and severally, unconditionally promise to pay to the
Administrative Agent in Dollars for the account of each Lender the then unpaid principal amount of each Euro Term
B-25 Loan of such Lender on the
Term BB-5 Loan Maturity Date (or
such earlier date on which the Euro Term B-25 Loans become due and payable pursuant to
Section 9). The Borrower
herebyapplicable Borrower(s) hereby, jointly and severally, further agreesagree to pay interest on the unpaid
principal amount of such Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Subsection 4.1. 

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each of the BorrowerBorrowers to such Lender resulting
from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. 

(c) The Administrative Agent shall maintain the Register pursuant to Subsection 11.6(b), and a subaccount therein for each Lender, in
which shall be recorded (i) the amount of each Loan made hereunder, the Type thereof, the currency of such Loan and each Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and
payable or to become due and payable from the
BorrowerBorrowers to each
applicable Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the BorrowerBorrowers and each applicable Lender’s share thereof. 

(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Subsection 2.5(c) shall, to the extent
permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the BorrowerBorrowers therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to
maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the BorrowerBorrowers to repay (with applicable interest) the Loans made to the
BorrowerBorrowers by such Lender in
accordance with the terms of this Agreement. 
 2.6 [Reserved]. 

2.7 [Reserved]. 
 2.8
Incremental Facilities. 
 (a) So long as no Event of Default under Subsection 9.1(a) or (f) exists or would
arise therefrom, the Borrower Representative shall have the
right, (on behalf of (x) the applicable
Borrower(s) with respect to an increase to the Term Loans of an Existing Term Tranche or (y) a Borrower or a Restricted Subsidiary that shall become a Borrower in accordance with the terms hereof) at any time and from time to
time after the Closing Date, (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (the “Incremental Term Loan Commitments”) and (ii) to
increase the Term Loans of any Existing Term Tranche by requesting new term loan commitments to be added to such Existing Term Tranche (the “Supplemental Term Loan Commitments” and, together with the Incremental Term Loan
Commitments, the “Incremental Commitments”), provided that, (i) the aggregate amount of Incremental Commitments established pursuant to this Subsection 2.8 shall not exceed, at the time the respective
Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith and, if applicable, the application of proceeds of any such Indebtedness to refinancing such other Indebtedness), an amount
the Dollar Equivalent of which could then be Incurred under this Agreement in compliance with Subsection 8.1(b)(i), (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (iii) of the
definition of “Maximum Incremental Facilities Amount,”, the Borrower Representative shall have delivered a certificate to the
Administrative Agent, certifying compliance with the financial test set forth in such clause (together with calculations demonstrating compliance with such test), (iii) if any portion of an Incremental Commitment is to be incurred in
reliance on clause (i) or (ii) of the definition of “Maximum Incremental Facilities Amount,” the Borrower
Representative shall have delivered a certificate to
the Administrative Agent, certifying the amount of the available basket in such clause to be used for the incurrence of such Incremental Commitment and, (iv) the
applicable Borrower may elect to use clause
(iii) of the “Maximum Incremental Facilities Amount” prior to clause (i) and/or (ii) thereof, and if both clause (i)

  
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and/or clause (ii), on the one hand, and clause (iii) are available and the Borrower
Representative does not make an election, the Borrower
Representative will be deemed to have elected clause
(iii) and (v) any portion of an Incremental Commitment incurred under the Maximum Incremental Facilities
Amount may be reclassified as incurred under clause (iii) if Holdings meets the applicable leverage or coverage ratio under clause (iii) at any time subsequent to the incurrence of such Incremental Commitment). Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments) shall be made by creating a new Tranche. Each Incremental Commitment made available pursuant to this
Subsection 2.8 shall be in a minimum aggregate amount of at least $15,000,000 and in integral multiples of $5,000,000 in excess thereof (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable
discretion). 
 (b) Each request from the Borrower
Representative pursuant to this Subsection 2.8 shall
set forth the requested amount and proposed terms of the relevant Incremental Commitments. The Incremental Commitments (or any portion thereof) may be made by any existing Lender or by any other bank or other financial institution (any such other bank or other financial institution, an “Additional
Incremental
Lender,”
 and the Additional Incremental Lenders together with any existing Lender providing Incremental Commitments, the “Incremental Lenders”); provided that if such Additional
Incremental Lender is not already a Lender hereunder or an Affiliate of a Lender hereunder or an Approved Fund, the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required (it being understood
that any such Additional Incremental Lender that is an Affiliated Lender shall be subject to the provisions of Subsection 11.6(h), mutatis mutandis, to the same extent as if such Incremental Commitments and related Obligations had been
obtained by such Lender by way of assignment). The Borrower Representative may agree, in its sole discretion,
to accept a lesser amount of any Incremental Commitment than originally requested. In the event there are Lenders and Additional Incremental Lenders that have committed to an Incremental Commitment in excess of the maximum amount requested (or
permitted), then the Borrower Representative shall have the right to allocate such commitments on whatever basis the Borrower Representative determines is appropriate.  

(c) Supplemental Term Loan Commitments shall become commitments under this Agreement pursuant to a supplement specifying the Tranche of Term
Loans to be increased, executed by the
Borrowerapplicable Borrower(s) and
each increasing Lender substantially in the form attached hereto as Exhibit I-1 or in such other form as may
be appropriate in the opinion of the Borrower Representative and the Administrative Agent (the “Increase Supplement”) or by each Additional Incremental Lender substantially in
the form attached hereto as Exhibit I-2 or in such other form as may be appropriate in the opinion of
the Borrower Representative and the Administrative Agent (the “Lender Joinder Agreement”), as the case may be, which shall be delivered to the Administrative Agent for
recording in the Register. Upon effectiveness of the Lender Joinder Agreement each Additional Incremental Lender shall be a Lender for all intents and purposes of this Agreement and the term loan made pursuant to such Supplemental Term Loan
Commitment shall be a Term Loan. 
 (d) Incremental Commitments (other than Supplemental Term Loan Commitments) shall become
commitments under this Agreement pursuant to an amendment (an “Incremental Commitment Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowerapplicable Borrower(s) and each
applicable Incremental Lender. An Incremental Commitment Amendment may, without the consent of any other Lender, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Borrower Representative and the Administrative Agent, to effect the
provisions of this Subsection 2.8; provided, however, that (i) (A) the Incremental Commitments will not be guaranteed by any Subsidiary of Holdings other than the Subsidiary Guarantorsa Loan Party, and
will be secured on a pari passu or (at Holdings’ option) junior basis by the same Collateral securing the Term Loan Facilities Obligations (so long as any such Incremental Commitments (and related Obligations) are subject to the
Intercreditor Agreement or an Other Intercreditor Agreement), (B) the Incremental Commitments and any incremental loans drawn thereunder (the “Incremental Term Loans”) shall rank pari passu in right of payment
with or (at Holdings’ option) junior to the Term Loan Facilities Obligations and (C) no Incremental Commitment Amendment may provide for (I) any Incremental Commitment or any Incremental Term Loans to be secured by any
collateral or other assets of any Loan Party that do not also secure the Term Loan Facilities Obligations and (II) so long as any Term B Loans are outstanding, any mandatory prepayment from the Net Cash Proceeds of Asset Dispositions (other
than any Asset Disposition in respect of any assets, business or Person the acquisition of which was financed, all or in part, with Incremental Term Loans provided pursuant to such Incremental Commitment Amendment and the disposition of which was
contemplated by any definitive agreement in respect of such acquisition) or Recovery Event or from Excess Cash Flow, to the extent the Net Cash Proceeds of such Asset 

  
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Disposition or Recovery Event or such Excess Cash Flow are required to be applied to repay the Term B Loans pursuant to Subsection 4.4(e), on more than a ratable basis with the Term B
Loans (after giving effect to any amendment in accordance with Subsection 11.1(d)(vi)); (ii) no Lender will be required to provide any such Incremental Commitment unless it so agrees; (iii) the maturity date and the
weighted average life to maturity of such Incremental Term Loan Commitments shall be no earlier than or shorter than, as the case may be, the Term BB-5 Loan Maturity Date or the remaining weighted average life to maturity of the Term BB-5 Loans, as applicable (other than an
earlier maturity date and/or shorter weighted average life to maturity for customary bridge financings, which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which
does not provide for an earlier maturity date or a shorter weighted average life to maturity than the Term
BB-5 Loan Maturity Date or the
remaining weighted average life to maturity of the Term
BB-5 Loans, as applicable);
(iv) the Incremental Term Loans shall be denominated in Dollars (any such Incremental Term Loans, “Incremental Dollar Term Loans”), Euro
(any such Incremental Term Loans, “Incremental Euro Term Loans”) or
other currencies as determined by the applicable
Borrower and the lenders thereunder and reasonably satisfactory to the Administrative
Agent,; (v) the
interest rate provisions and (subject to clause (iv) above) amortization schedule applicable to the loans made pursuant to the Incremental Commitments shall be determined by the Borrower Representative and the applicable Incremental Lenders;
provided that with respect to any Incremental Term Loans Incurred by
theany Borrower under any
Incremental Term Loan Commitment, if the applicable interest rate relating to (x) any
Incremental Dollar Term Loans is higher than the applicable interest rate for the Term B-3 Loans
or, Term B-4
Loans or Term B-5 Loans by more than 50 basis
points, then the Applicable Margin for the Term B-3 Loans
or, Term B-4
Loans or Term B-5 Loans, as applicable, shall be
increased to the extent necessary so that the applicable interest rate for the Term B-3 Loans
or, Term B-4
Loans or Term B-5 Loans, as applicable, is equal to
the applicable interest rate for such Incremental Dollar Term Loans minus 50 basis points and (y) any Incremental Euro Term Loans is higher than the
applicable interest rate for the Euro Term B-2 Loans by more than 50 basis points, then the Applicable Margin for the Euro Term B-2 Loans shall be increased to the extent necessary so that the applicable interest rate for the Euro Term B-2 Loans is
equal to the applicable interest rate for such Incremental Euro Term Loans minus 50 basis points; provided, further, that, in determining the applicable interest rate for the Term B Loans and the Incremental Term Loans,
(A) original issue discount (“OID”) or upfront fees payable generally to all participating Incremental Lenders in lieu of OID (which shall be deemed to constitute like amounts of OID) payable by the Borrowerapplicable Borrower(s) to the
Lenders under the Term B Loans or any Incremental Term Loan in the initial primary syndication thereof shall be included (with OID and upfront fees being equated to interest based on an assumed four-year life to maturity) (provided that, if
the Term B Loans are issued in a manner such that all Term B Loans were not issued with a uniform amount of OID or upfront fees within the Tranche of Term B Loans, the amount of OID and upfront fees attributable to the entire Tranche of Term B Loans
shall be determined on a weighted average basis); (B) any arrangement, structuring or other fees payable in connection with the Incremental Term Loans that are not shared with all Additional Incremental Lenders providing such Incremental
Term Loans shall be excluded; (C) any amendments to the Applicable Margin on the Term B Loans that became effective subsequent to the Closing Date but prior to the effective time of such Incremental Term Loans shall also be
included in such calculations and (D) if the Incremental Term Loans include an interest rate floor greater than any interest rate floor applicable to the Term B Loans, such increased amount shall be equated to the applicable interest
rate margin for purposes of determining whether an
increase to the Applicable Margin for the Term B Loans shall be required, to the extent an increase in the interest rate
floor for the Term B Loans would cause an increase
in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Margin) applicable to the Term B Loans shall be increased by such amount; (v) such Incremental Commitment Amendment may
provide (1) for the inclusion, as appropriate, of Additional Incremental Lenders in any required vote or action of the Required Lenders or of the Lenders of each Tranche hereunder, (2) class voting and other class protections
for any additional credit facilities, (3) for the amendment of the definitions of “Additional Obligations,” “Disqualified Stock,” “Junior Capital” and “Refinancing Indebtedness” and Subsection
8.8(b), in each case only to extend the maturity date and the weighted average life to maturity requirements, from the Term BB-5 Loan Maturity Date and remaining weighted average life to maturity of the Term BB-5 Loans to the extended maturity date and
the remaining weighted average life to maturity of such Incremental Term Loans, as applicable, and (4) for the amendment of clause (iii) of the definition of “Additional Obligations” to provide for the applicable mandatory
prepayment protections to apply to such Incremental Term Loans; and (vi) the other terms and documentation in respect thereof, to the extent not consistent with this Agreement as in effect prior to giving effect to the Incremental
Commitment Amendment, shall otherwise be reasonably satisfactory to the Borrower
Representative; provided that to the extent such terms and documentation are not consistent with this Agreement, they shall be reasonably satisfactory to the Administrative Agent and
the Borrower Representative (except for covenants or
other provisions applicable only to the periods after the latest 

  
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maturity date of the Term Loans or any existing Incremental Term Loan existing at the time such Incremental Term Loan is incurred, as the case may be) (it being understood that if any financial
maintenance covenant is added for the benefit of any Incremental Term Loan, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of each
existing Term Loan). 
 2.9 Permitted Debt Exchanges. 

(a) Notwithstanding anything to the contrary contained in this Agreement, pursuant to one or more offers (each, a “Permitted Debt
Exchange Offer”) made from time to time by the Borrower Representative to all Lenders (other than any Lender that, if requested by the Borrower
Representative, is unable to certify that it is either a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited
investor” (as defined in Rule 501 under the Securities Act)) with outstanding Term Loans of a particular Tranche, as selected by the
Borrower Representative, the Borrowerapplicable Borrower(s) may from time
to time following the Closing Date consummate one or more exchanges of Term Loans of such Tranche for Additional Obligations in the form of notes (such notes, “Permitted Debt Exchange Notes,”
, and each such exchange a “Permitted Debt Exchange”), so long as the following conditions are satisfied: (i) the aggregate principal amount (calculated on the
face amount thereof) of Term Loans exchanged shall be equal to or more than the aggregate principal amount (calculated on the face amount thereof) of Permitted Debt Exchange Notes issued in exchange for such Term Loans, (ii) the
aggregate principal amount (calculated on the face amount thereof) of all Term Loans exchanged by the Borrowerapplicable Borrower(s) pursuant to any Permitted Debt Exchange shall automatically be cancelled and retired by the Borrowerapplicable Borrower(s) on the date
of the settlement thereof (and, if requested by the Administrative Agent, any applicable exchanging Lender shall execute and deliver to the Administrative Agent an Assignment and Acceptance, 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 the Term Loans being exchanged pursuant to the Permitted Debt Exchange to the
Borrowerapplicable Borrower(s) for
immediate cancellation), (iii) if the aggregate principal amount of all Term Loans (calculated on the face amount thereof) tendered by Lenders in respect of the relevant Permitted Debt Exchange Offer (with no Lender being permitted to
tender a principal amount of Term Loans which exceeds the principal amount of the applicable Tranche actually held by it) shall exceed the maximum aggregate principal amount of Term Loans offered to be exchanged by the Borrowerapplicable Borrower(s) pursuant to
such Permitted Debt Exchange Offer, then the
Borrowerapplicable Borrower(s)
shall exchange Term Loans subject to such Permitted Debt Exchange Offer tendered by such Lenders ratably up to such maximum amount based on the respective principal amounts so tendered, (iv) each such Permitted Debt Exchange Offer shall
be made on a pro rata basis to the Lenders (other than any Lender that, if requested by the
Borrowerapplicable Borrower(s), is
unable to certify that it is either a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (as defined in Rule 501 under the Securities Act)) based on their
respective aggregate principal amounts of outstanding Term Loans of the applicable Tranche, (v) all documentation in respect of such Permitted Debt Exchange shall be consistent with the foregoing and all written communications generally
directed to the Lenders in connection therewith shall be in form and substance consistent with the foregoing and made in consultation with the Administrative Agent and (vi) any applicable Minimum Exchange Tender Condition shall be
satisfied. Notwithstanding anything to the contrary herein, no Lender shall have any obligation to agree to have any of its Loans exchanged pursuant to any Permitted Debt Exchange Offer. 

(b) With respect to all Permitted Debt Exchanges effected by the
Borrowerapplicable Borrower(s)
pursuant to this Subsection 2.9, (i) such Permitted Debt Exchanges (and the cancellation of the exchanged Term Loans in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of
Subsection 4.4 and (ii) such Permitted Debt Exchange Offer shall be made for not less than $15,000,000 in aggregate principal amount of Term Loans
(or, in each case, such lower principal amount as agreed to
by the Administrative Agent in its reasonable discretion), provided that subject to the foregoing clause (ii), the Borrower
Representative may at its election specify as a
condition (a “Minimum Exchange Tender Condition”) to consummating any such Permitted Debt Exchange that a minimum amount (to be determined and specified in the relevant Permitted Debt Exchange Offer in the Borrower’sBorrower
Representative’s discretion) of Term Loans be tendered. 

  
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 (c) In connection with each Permitted Debt Exchange, the Borrower Representative shall provide the Administrative Agent at least
ten Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and the Borrower
Representative and the Administrative Agent, acting
reasonably, shall mutually agree to such procedures as may be necessary or advisable to accomplish the purposes of this Subsection 2.9 and without conflict with Subsection 2.9(d); provided that the terms of any Permitted Debt
Exchange Offer shall provide that the date by which the relevant Lenders are required to indicate their election to participate in such Permitted Debt Exchange shall be not less than five Business Days following the date on which the Permitted Debt
Exchange Offer is made (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion). 
 (d)
The BorrowerBorrowers shall be
responsible for compliance with, and hereby
agreesagree to comply with, all
applicable securities and other laws in connection with each Permitted Debt Exchange, it being understood and agreed that (x) neither the Administrative Agent nor any Lender assumes any responsibility in connection with the Borrower’sBorrowers’ compliance
with such laws in connection with any Permitted Debt Exchange (other than
theany Borrower’s reliance on
any certificate delivered by a Lender pursuant to Subsection 2.9(a) above for which such Lender shall bear sole responsibility) and (y) each Lender shall be solely responsible for its compliance with any applicable “insider
trading” laws and regulations to which such Lender may be subject under the Securities Exchange Act of 1934, as amended. 
 2.10
Extension of Term Loans. 
 (a) The Borrower
Representative may at any time and from time to time
request that all or a portion of the Term Loans of one or more Tranches (including any Extended Term Loans) existing at the time of such request (each, an “Existing Term Tranche” and the Term Loans of such Tranche, the
“Existing Term Loans”) be converted to extend the scheduled maturity date(s) of any payment of principal or scheduled termination date(s) of any commitments, as applicable, with respect to all or a portion of any principal or
committed amount of any Existing Term Tranche (any such Existing Term Tranche which has been so extended, an “Extended Term Tranche,” and the Term Loans of such Extended Term Tranche, the “Extended Term Loans”) and
to provide for other terms consistent with this Subsection 2.10; provided that (i) any such request shall be made by the Borrower
Representative to all Lenders with Term Loans of
such Existing Term Tranche on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Term Loans), and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the
Borrower Representative. In order to establish any
Extended Term Tranche, the Borrower Representative
shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended
Term Tranche to be established, which terms shall be identical to those applicable to the Existing Term Tranche from which they are to be extended (the “Specified Existing Tranche”), except (x) all or any of the final
maturity dates of such Extended Term Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (y) (A) the interest rate provisions with respect to the Extended Term Tranche may
be higher or lower than the interest rate provisions for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Term Tranche in addition to or in lieu of any increased rate
provisions contemplated by the preceding clause (A), in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for
the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that,
notwithstanding anything to the contrary in this Subsection 2.10 or otherwise, assignments and participations of Extended Term Tranches shall be governed by the same or, at the
Borrower’sBorrower
Representative’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term B Loans set forth in Subsection 11.6. No Lender shall have any
obligation to agree to have any of its Existing Term Loans converted into an Extended Term Tranche pursuant to any Extension Request. Any Extended Term Tranche shall constitute a separate Tranche of Term Loans from the Specified Existing Tranches
and from any other Existing Term Tranches (together with any other Extended Term Tranches so established on such date). 
 (b) The
Borrower Representative shall provide the applicable
Extension Request at least five Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date on which Lenders under the applicable Existing Term Tranche(s) are requested to respond. Any
Lender (an “Extending Lender”) wishing to have all or a portion of its Term Loans of the Specified Existing Tranche converted into Term Loans of the Extended Term Tranche shall notify the Administrative Agent (each, an
“Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of the Specified Existing Tranche that it has elected to convert into Term Loans of the Extended Term Tranche. In the
event that the aggregate 

  
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amount of the Term Loans of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Term Loans of the Extended Term Tranche requested pursuant to the Extension
Request, Term Loans of the Specified Existing Tranche subject to Extension Elections shall be converted to Term Loans of the Extended Term Tranche on a pro rata basis based on the amount of Term Loans of the Specified Existing Tranche included in
each such Extension Election. In connection with any extension of Term Loans pursuant to this Subsection 2.10 (each, an “Extension”), the Borrower
Representative shall agree to such procedures regarding
timing, rounding and other administrative adjustments to ensure reasonable administrative management of the credit facilities hereunder after such Extension, as may be established by, or acceptable to, the Administrative Agent, in each case acting
reasonably to accomplish the purposes of this Subsection 2.10. The Borrower
Representative may amend, revoke or replace an
Extension Request pursuant to procedures reasonably acceptable to the Administrative Agent at any time prior to the date (the “Extension Request Deadline”) on which Lenders under the applicable Existing Term Tranche are requested to
respond to the Extension Request. Any Lender may revoke an Extension Election at any time prior to 5:00 p.m. on the date that is two Business Days prior to the Extension Request Deadline, at which point the Extension Election becomes irrevocable
(unless otherwise agreed by the Borrower
Representative). The revocation of an Extension Election prior to the Extension Request Deadline shall not prejudice any Lender’s right to submit a new Extension Election prior to the
Extension Request Deadline. 
 (c) Extended Term Tranches shall be established pursuant to an amendment (an “Extension
Amendment”) to this Agreement (which may include amendments to (i) provisions related to maturity, interest rates, fees or amortization referenced in clauses (x) through (z) of Subsection 2.10(a),
(ii) the definitions of “Additional Obligations,” “Disqualified Stock,” “Junior Capital” and “Refinancing Indebtedness” and Subsection 8.8(b) to amend the maturity date and the weighted
average life to maturity requirements, from the Term
BB-5 Loan Maturity Date or the
remaining weighted average life to maturity of the Term
BB-5 Loans to the extended maturity
date or the remaining weighted average life to maturity of such Extended Term Tranche, as applicable and (iii) clause (iii) of the definition of “Additional Obligations” to provide for the applicable mandatory prepayment
protections to apply to such Extended Term Tranche, and which in each case, except to the extent expressly contemplated by the third to last sentence of this Subsection 2.10(c) and notwithstanding anything to the contrary set forth in
Subsection 11.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Term Tranches established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders.
No Extension Amendment shall provide for any Extended Term Tranche in an aggregate principal amount that is less than $15,000,000 (or such lower principal amount as agreed to by the Administrative Agent in its reasonable discretion). Notwithstanding
anything to the contrary in this Agreement and without limiting the generality or applicability of Subsection 11.1 to any Subsection 2.10 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional
amendments other than those referred to or contemplated above (any such additional amendment, a “Subsection 2.10 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Subsection 2.10
Additional Amendments do not become effective prior to the time that such Subsection 2.10 Additional Amendments have been consented to (including pursuant to consents applicable to holders of any Extended Term Tranches provided for in any Extension
Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Subsection 2.10 Additional Amendments to become effective in accordance with Subsection 11.1; provided, further,
that no Extension Amendment may provide for any Extended Term Tranche to be secured by any Collateral or other assets of any Loan Party that does not also secure the Specified Existing Tranche. It is understood and agreed that each Lender has
consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Loan Documents authorized by this Subsection 2.10 and the arrangements described
above in connection therewith except that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any Subsection 2.10 Additional Amendment. In connection with any Extension Amendment, at the request of the Administrative
Agent or the Extending Lenders, the applicable Borrower
shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of this Agreement as amended by such Extension Amendment, and such of the other Loan Documents (if any) as may be amended thereby.

 (d) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Existing Term Tranche is
converted to extend the related scheduled maturity date(s) in accordance with clause (a) above (an “Extension Date”), in the case of the Term Loans of a Specified Existing Tranche of each Extending Lender, the aggregate
principal amount of Term Loans of such Specified Existing Tranche of such Extending Lender shall be deemed reduced by an amount equal to the aggregate principal amount of Term Loans of the Extended Term Tranche so converted by such Lender on such
date, and such Extended Term Tranche shall be established as a separate Tranche from the Specified Existing Tranche and from any other Existing Term Tranches (together with any other Extended Term Tranches so established on such date). 

  
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 (e) If, in connection with any proposed Extension Amendment, any Lender declines to consent
to the applicable extension on the terms and by the deadline set forth in the applicable Extension Request (each such other Lender, a “Non-Extending Lender”) then the Borrower Representative may, on notice to the Administrative Agent and the
Non-Extending Lender, (i) replace such Non-Extending Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Subsection 11.6 (with the assignment fee and any other costs and expenses to be paid
by the BorrowerBorrowers in such
instance) all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower Representative to find a replacement Lender; provided,
further, that the applicable assignee shall have agreed to provide Extended Term Loans on the terms set forth in such Extension Amendment; and provided, further, that all obligations of the BorrowerBorrowers owing to the Non-Extending
Lender relating to the Existing Term Loans so assigned shall be paid in full by the assignee Lender
(or, at its option, Holdings) to such Non-Extending Lender concurrently with such Assignment
and Acceptance or (ii) if no Event of Default exists under Subsection 9.1(a) or (f), upon notice to the Administrative Agent, prepay the Existing Term Loans in whole or in part, subject to Subsection 4.12, without
premium or penalty. In connection with any such replacement under this Subsection 2.10, if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other
documentation necessary to reflect such replacement by the later of (A) the date on which the replacement Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (B) the date as of
which all obligations of the
BorrowerBorrowers owing to the
Non-Extending Lender relating to the Existing Term Loans so assigned shall be paid in full by the assignee Lender (or, at its option, Holdings) to such Non-Extending Lender, then such Non-Extending Lender shall be deemed to have executed and
delivered such Assignment and Acceptance and/or such other documentation as of such date, the Administrative Agent shall record such assignment in the Register and the Borrower Representative shall be entitled (but not obligated) to execute
and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Non-Extending Lender. 
 (f) Following
any Extension Date, with the written consent of the Borrower Representative, any Non-Extending Lender may elect to have all or a portion of its Existing Term Loans converted to an Extended Term Loan under the applicable Extended Term Tranche on any date (each date a “Designation
Date”) prior to the maturity date of such Extended Term Tranche; provided that such Lender shall have provided written notice to the Borrower
Representative and the Administrative Agent at least
10 Business Days prior to such Designation Date (or such shorter period as the Administrative Agent may agree in its reasonable discretion). Following a Designation Date, the Existing Term Loans held by such Lender so elected to be extended will be
deemed to be Extended Term Loans of the applicable Extended Term Tranche, and any Existing Term Loans held by such Lender not elected to be extended, if any, shall continue to be “Existing Term Loans” of the applicable Tranche. 

(g) With respect to all Extensions consummated by the
BorrowerBorrowers pursuant to this
Subsection 2.10, (i) such Extensions shall not constitute optional or mandatory payments or prepayments for purposes of Subsection 4.4 and (ii) except as provided above, no Extension Request is required to be in
any minimum amount or any minimum increment, provided that the Borrower Representative may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension
Request in the Borrower’sBorrower
Representative’s sole discretion and which may be waived by the Borrower Representative) of Existing Term Loans of any or all applicable Tranches be extended. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Subsection 2.10 (including, for the
avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Request) and hereby waive the requirements of any provision of this Agreement (including
Subsections 4.4 and 4.8) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Subsection 2.10. 

  
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 2.11 Specified Refinancing Term Loan Facilities. 

(a) The BorrowerBorrowers may, from time to time, add one or more new term loan facilities (the “Specified Refinancing Term Loan
Facilities”) to the Facilities to refinance all or any portion of any Tranche of Term Loans then outstanding under this Agreement; provided that (i) the Specified Refinancing Term Loan Facilities will not be guaranteed by
any Subsidiary of Holdings other than the Subsidiary Guarantors, and will be secured on a pari passu or (at Holdings’ option) junior basis by the same Collateral securing the Term Loan Facilities Obligations (so long as any such
Specified Refinancing Amendments (and related Obligations) are subject to the Intercreditor Agreement or an Other Intercreditor Agreement), (ii) the Specified Refinancing Term Loan Facilities and any term loans drawn thereunder (the
“Specified Refinancing Term Loans”) shall rank pari
passu in right of payment with or (at Holdings’ option) junior to the Term Loan Facilities Obligations, (iii) no Specified Refinancing Amendment may provide for any Specified Refinancing Term Loan Facility or any Specified
Refinancing Term Loans to be secured by any Collateral or other assets of any Loan Party that do not also secure the Term Loan Facilities Obligations, (iv) the Specified Refinancing Term Loan Facilities will have such pricing,
amortization (subject to clause (v) below) and optional and mandatory prepayment terms as may be agreed by the Borrower
Representative and the applicable Lenders thereof,
(v) the maturity date and the weighted average life to maturity of the Specified Refinancing Term Loan Facilities shall be no earlier than or shorter than, as the case may be, the Maturity Date of the Tranche of Term Loans being
refinanced or the remaining weighted average life to maturity of the Term Loans being refinanced, as applicable (other than an earlier maturity date and/or shorter weighted average life to maturity for customary bridge financings, which, subject to
customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for an earlier maturity date or a shorter weighted average life to maturity than the Maturity Date of the
Tranche of Term Loans being refinanced or the remaining weighted average life to maturity of the Term Loans being refinanced, as applicable), (vi) the Net Cash Proceeds of such Specified Refinancing Term Loan Facility shall be applied,
substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans of the applicable Tranche being so refinanced, in each case pursuant to Section 4.4; and (vii) the Specified Refinancing
Term Loan Facilities shall not have a principal or commitment amount greater than the Loans being refinanced plus the aggregate amount of all fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such
refinancing. 
 (b) Each request from the Borrower
Representative pursuant to this Subsection 2.11
shall set forth the requested amount and proposed terms of the relevant Specified Refinancing Term Loan Facility. The Specified Refinancing Term Loan Facilities (or any portion thereof) may be made by any existing Lender (it being understood that no
existing Lender shall be obligated to provide any Specified Refinancing Term Loan Facilities) or by any other bank or financial institution (any such bank or other financial institution, an “Additional Specified Refinancing Lender,”
and the Additional Specified Refinancing Lenders together with any existing Lender providing Specified Refinancing Term Loan Facilities, the “Specified Refinancing Lenders”); provided that if such Additional Specified
Refinancing Lender is not already a Lender hereunder or an Affiliate of a Lender hereunder or an Approved Fund, the consent of the Administrative Agent
(in each case, such consent not to be unreasonably
withheld, conditioned or delayed) shall be required
(it being understood that any such Additional Specified Refinancing Lender that is an Affiliated Lender shall be subject to the provisions of Subsection 11.6(h), mutatis mutandis, to the same extent as if such Specified Refinancing
Term Loan Facilities and related Obligations had been obtained by such Lender by way of assignment). 
 (c) Specified Refinancing Term
Loan Facilities shall become facilities under this Agreement pursuant to a Specified Refinancing Amendment to this Agreement and, as appropriate, the other Loan Documents, executed by
Holdingsthe applicable Borrower(s)
and each applicable Specified Refinancing Lender. Any Specified Refinancing Amendment may, without the consent of any other Lender, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Borrower Representative and the Administrative Agent, to effect the
provisions of this Subsection 2.11, in each case on terms consistent with this Section 2.11. 
 (d) Any loans made
in respect of any such Specified Refinancing Term Loan Facility shall be made by creating a new Tranche. Each Specified Refinancing Term Loan Facility made available pursuant to this Subsection 2.11 shall be in a minimum aggregate amount of
at least $15,000,000 and in integral multiples of $5,000,000 in excess thereof (or, in each case, such lower minimum amounts or multiples as may be agreed to by the Administrative Agent in its reasonable discretion). 
 (e) The Administrative
Agent shall promptly notify each Lender as to the effectiveness of each Specified Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Specified Refinancing Amendment, this Agreement shall be deemed
amended to the extent (but only to the extent) necessary or appropriate to reflect the existence and terms of the Specified Refinancing Term Loan Facilities incurred pursuant thereto (including the addition of such Specified Refinancing Term Loan Facilities as separate


  
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“Facilities” and “Tranches” hereunder and treated in a manner consistent with the Facilities being refinanced, including for purposes of prepayments and voting). Any Specified
Refinancing Amendment may, without the consent of any Person other than the
Borrowerapplicable Borrower(s), the
Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) and the Lenders providing such Specified Refinancing Term Loan Facilities, 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 Representative, to effect the provisions of this Section 2.11. 
 SECTION 3 

[Reserved] 
 SECTION 4 

General Provisions Applicable to Loans 

4.1 Interest Rates and Payment Dates. 

(a) Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the
LIBOR Rate determined for such day plus the Applicable Margin in effect for such day. Each EURIBOR Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the EURIBOR Rate determined
for such day plus the Applicable Margin in effect for such day. 
 (b) Each ABR Loan shall bear interest for each day that it is
outstanding at a rate per annum equal to the Alternate Base Rate in effect for such day plus the Applicable Margin in effect for such day. 

(c) If all or a portion of (i) the principal amount of any Loan, (ii) any interest payable thereon or
(iii) any other amount payable hereunder shall not be paid when due (whether at the Stated Maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum which is (x) in the case of
overdue principal, the rate that would otherwise be applicable thereto pursuant to the relevant foregoing provisions of this Subsection 4.1, plus 2.00% and (y) in the case of other amounts (including overdue interest), the
rate described in clause (b) of this Subsection 4.1 for ABR Loans accruing interest at the Alternate Base Rate plus 2.00%, in each case from the date of such nonpayment until such amount is paid in full (as well after as before
judgment); provided that (1) no amount shall be payable pursuant to this Subsection 4.1(c) to a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) no amounts shall accrue pursuant to
this Subsection 4.1(c) on any overdue amount or other amount payable to a Defaulting Lender so long as such Lender shall be a Defaulting Lender. 

(d) Interest shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to clause (c) of
this Subsection 4.1 shall be payable from time to time on demand. 
 (e) It is the intention of the parties hereto to comply strictly
with applicable usury laws; accordingly, it is stipulated and agreed that the aggregate of all amounts which constitute interest under applicable usury laws, whether contracted for, charged, taken, reserved, or received, in connection with the
indebtedness evidenced by this Agreement or any Notes, or any other document relating or referring hereto or thereto, now or hereafter existing, shall never exceed under any circumstance whatsoever the maximum amount of interest allowed by
applicable usury laws. 
 4.2 Conversion and Continuation Options. 

(a) Subject to its obligations pursuant to Subsection 4.12(c), the Borrower Representative may elect from time to time to convert outstanding
Loans of a given Tranche denominated in Dollars from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable
discretion) prior to such election. The Borrower Representative may elect from time to time 

  
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to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, by the Borrower
giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the
Administrative Agent in its reasonable discretion) prior to such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the
Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise
consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given
notice to Holdingsthe Borrower
Representative that no such conversions may be made, (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date and (iii) no Loan denominated in
Euro may be converted to ABR Loans. 
 (b) Any Eurodollar Loan or EURIBOR Loan may be continued as such upon the expiration of the
then current Interest Period with respect thereto by the Borrower Representative giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar Loan or EURIBOR Loan, determined in accordance with the applicable provisions of the term
“Interest Period” set forth in Subsection 1.1, provided that no Eurodollar Loan denominated in Dollars may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event
of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to
Holdingsthe Borrower Representative
that no such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Date, and provided, further, that if the Borrower Representative shall fail to give any required notice as
described above in this clause (b) or if such continuation is not permitted pursuant to the preceding proviso any such Eurodollar Loans denominated in Dollars shall be automatically converted to ABR Loans on the last day of such then expiring
Interest Period and any such EURIBOR Loans denominated in Euro shall be continued as EURIBOR Loans for an additional one month Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the
Administrative Agent shall promptly notify each affected Lender thereof. 
 4.3 Minimum Amounts; Maximum Sets. All borrowings,
conversions and continuations of Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of the Eurodollar
Loans or EURIBOR Loans, as applicable, comprising each Set shall be equal to $1,000,000 or a whole multiple of $250,000 in excess thereof (or, in the case of Loans denominated in Euros, €1,000,000 or an integral multiple of €250,000 in
excess thereof) (provided that notwithstanding the foregoing, any Loan may be converted or continued in its entirety) and so that there shall not be more than 20 Sets at any one time outstanding. 

4.4 Optional and Mandatory Prepayments. 

(a) Optional Prepayment of Term Loans. The
applicable Borrower may at any time and from time to time
prepay the Term Loans of any Class, in whole or in part, subject to Subsection 4.12, without premium or penalty (except as provided in Subsection 4.5(b)), upon notice by the Borrower Representative to the Administrative Agent prior to 1:00 P.M.,
New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the date of prepayment (in the case of Eurodollar Loans or EURIBOR Loans), or prior to 12:00
P.M., New York City time on the date of prepayment (in the case of ABR Loans) (or such later time as may be agreed by the Administrative Agent in its reasonable discretion). Such notice shall specify, in the case of any prepayment of Term Loans, the
applicable Tranche being repaid, and if a combination thereof, the principal amount allocable to each, the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, EURIBOR Loans or ABR Loans or a combination thereof, and, in
each case if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit
facilities), in which case such notice may be revoked by the Borrower Representative (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify
each affected Lender thereof. If any such notice is given and not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurodollar Loan or EURIBOR Loan is prepaid other than at the
end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection 4.12. Partial prepayments pursuant to this Subsection 4.4(a)  

  
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shall be in multiples of $1,000,000; provided that, notwithstanding the foregoing, any Term Loan may be prepaid in its entirety.
EachThe prepayment of Term B-4 Loans or Euro Term B-25 Loans pursuant to
this Subsection 4.4(a) made on or prior to the six-month anniversary of the Amendment
No. 45 Effective Date in
connection with a Repricing Transaction shall be accompanied by the payment of the fee required by Subsection 4.5(b). 
 (b)
[Reserved]. 
 (c) [Reserved]. 

(d) [Reserved]. 
 (e) (i) Mandatory Prepayment of Term Loans. (i) The Borrowerapplicable Borrower(s) shall, in
accordance with Subsection 4.4(g), prepay the Term Loans to the extent required by Subsection 8.4(b) (subject to Subsection 8.4(c)), (ii) if on or after the Closing Date, Holdings or any of its Restricted
Subsidiaries shall Incur Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Subsection 8.1 other than Specified Refinancing Term Loans), the
Borrowerapplicable Borrower(s)
shall, in accordance with Subsection 4.4(g), prepay the Term Loans (or, in the case of the incurrence of any Specified Refinancing Term Loans, the Tranche of Term Loans being refinanced) in a Dollar Equivalent amount equal to 100.0% of the
Net Cash Proceeds thereof minus the portion of such Net Cash Proceeds applied (to the extent
BorrowerHoldings or any of its
Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business Day following notice given to
each Lender of the Prepayment Date, as contemplated by Subsection 4.4(h) and (iii) the
applicable Borrower shall, in accordance with
Subsection 4.4(g), prepay the Term Loans within 120 days following the last day of the immediately preceding Fiscal Year (commencing with the Fiscal Year ending on or about December 31, 2016) (each, an “ECF Payment
Date”), in a Dollar Equivalent amount equal to (A) (1) 50.0% (as may be adjusted pursuant to the last proviso of this clause (iii)) of Holdings’ Excess Cash Flow for such Fiscal Year minus
(2) the sum of (x) the aggregate Dollar Equivalent principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) prepaid pursuant to Subsection 4.4(a) and
any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) pursuant to Subsection 4.4(l)
(by Holdings or its Restricted Subsidiaries)
(provided that such deduction for prepayments pursuant to Subsection
4.4(l) (by Holdings or its Restricted
Subsidiaries) shall be limited to the actual cash amount of such prepayment) or any Pari Passu Indebtedness (including revolving loans to the extent any commitments with respect thereto are
permanently reduced), in each case during such Fiscal Year and (y) the aggregate amount in respect of clause (x) from previous fiscal years to the extent the amount of such prepayment exceeded the amount of prepayments required to be made
from Holdings’ Excess Cash Flow in such fiscal year, in each case, excluding prepayments funded with proceeds from the Incurrence of long-term Indebtedness (the amount described in this clause (A), the “ECF Prepayment Amount”)
minus (B) the portion of such ECF Prepayment Amount applied (to the extent
a Borrower, the Borrowers or any of its Subsidiaries is required by the
terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a pro rata basis with the Term Loans; provided that such percentage in clause (1) above shall be reduced to 0% if the Consolidated Secured Leverage Ratio as of the
last day of the immediately preceding Fiscal Year was less than 3.40:1.00. Nothing in this Subsection 4.4(e) shall limit the rights of the Agents and the Lenders set forth in Subsection 9. 

(f) [Reserved]. 
 (g) Subject to
the last sentence of Subsection 4.4(h) and Subsection 4.4(k), each prepayment of Term Loans pursuant to Subsection 4.4(e) (other than a prepayment with the proceeds of Specified Refinancing Term Loans) shall be allocated pro
rata among the Term B Loans, the Incremental Term Loans, the Extended Term Loans and the Specified Refinancing Term Loans; provided, that at the request of the
Borrower Representative, in lieu of such application on a
pro rata basis among all Tranches of Term Loans, such prepayment may be applied to any Tranche of Term Loans so long as the maturity date of such Tranche of Term Loans precedes the maturity date of each other Tranche of Term Loans then outstanding
or, in the event more than one Tranche of Term Loans shall have an identical maturity date that precedes the maturity date of each other Tranche of Term Loans then outstanding, to such Tranches on a pro rata basis. Each prepayment of Term Loans
pursuant to Subsection 4.4(a) shall be applied within each applicable Tranche of Term Loans to the respective installments of principal thereof in the manner directed by the Borrower Representative (or, if no such direction is given, in direct
order of maturity). Each prepayment of 

  
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Term Loans pursuant to Subsection 4.4(e) shall be applied within each applicable Tranche of Term Loans, first, to the accrued interest on the principal amount of Term Loans being prepaid
and, second, to the respective installments of principal thereof in the manner directed by the Borrower
Representative (or, if no such direction is given in direct
order of maturity). Notwithstanding any other provision of this Subsection 4.4, a Lender may, at its option, and if agreed by the
Borrower Representative, in connection with any
prepayment of Term Loans pursuant to Subsection 4.4(a) or (e), exchange such Lender’s portion of the Term Loan to be prepaid for Rollover Indebtedness, in lieu of such Lender’s pro rata portion of such prepayment (and any
such Term Loans so exchanged shall be deemed repaid for all purposes under the Loan Documents). 
 (h) The Borrower Representative shall give notice to the Administrative Agent of any mandatory
prepayment of the Term Loans (x) pursuant to
Subsection 4.4(e)(iii), three Business Days prior to the date on which such payment is due and
(y) pursuant to any other provision of Subsection 4.4(e), promptly (and in any event within five Business Days)
upon becoming obligated to make such prepayment. Such notice shall state that thea Borrower isor the Borrowers are offering to make or will make such mandatory prepayment (i) in the case of mandatory prepayments pursuant to Subsection
4.4(e)(i), on or before the date specified in Subsection 8.4(b) and
(ii) in the case of mandatory prepayments pursuant to
any other clause of Subsection 4.4(e), on or before the
date specified in such clause, as the case may be (each, a “Prepayment Date”). Subject to the following sentence, once given, such notice shall be irrevocable and all amounts subject to such notice shall be due and payable on the Prepayment Date (except as otherwise provided in the last sentence of this Subsection
4.4(h)). Any such notice of prepayment pursuant to Subsection 4.4(e) may state that such notice is
conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower Representative (by written notice to the
Administrative Agent, on or prior to the specified effective date) if such condition is not satisfied. Upon receipt by the Administrative Agent of such notice, the Administrative Agent
shall promptly give notice to each Lender of the prepayment and the Prepayment Date. The Borrower
Representative (in its sole discretion) may give each Lender the
option (in its sole discretion) to elect to decline any such prepayment (other than a prepayment pursuant to Subsection 4.4(e)(ii), except as otherwise provided for in the last sentence of Subsection 4.4(g)) by giving notice of such
election in writing to the Administrative Agent by 11:00 A.M., New York City time, on the date that is three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the Prepayment
Date. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall promptly notify the Borrower
Representative of such election. Any amount so declined by any
Lender may, at the option of the Borrower Representative, be applied
to the payment or prepayment of Indebtedness, including any Junior Debt, or otherwise be retained by Holdings and its Restricted Subsidiaries and/or applied by Holdings or any of its Restricted Subsidiaries in any manner not inconsistent with this
Agreement. 
 (i) Amounts prepaid on account of Term Loans pursuant to Subsection 4.4(a), (e) or
(l) may not be reborrowed. 
 (j) Notwithstanding the foregoing provisions of this Subsection 4.4, if at any time any
prepayment of Loans pursuant to Subsection 4.4(a) or (e) would result, after giving effect to the procedures set forth in this Agreement, in the
BorrowerBorrowers incurring
breakage costs under Subsection 4.12 as a result of Eurodollar Loans or EURIBOR Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the
BorrowerBorrowers may, so long as
no Default or Event of Default shall have occurred and be continuing, in
itstheir sole discretion, initially
(i) deposit a portion (up to 100.0%) of the amounts that otherwise would have been paid in respect of such Eurodollar Loans or EURIBOR Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such
Eurodollar Loans or EURIBOR Loans not immediately prepaid), to be held as security for the obligations of the BorrowerBorrowers to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory
to the Administrative Agent with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurodollar Loans or EURIBOR Loans (or such earlier date or dates as shall be
requested by the Borrower Representative) or
(ii) make a prepayment of Loans in accordance with Subsection 4.4(a) or (b) with an amount equal to a portion (up to 100.0%) of the amounts that otherwise would have been paid in respect of such Eurodollar Loans or
EURIBOR Loans (which prepayment, together with any deposits pursuant to clause (i) above, must be equal in amount to the amount of such Eurodollar Loans or EURIBOR Loans not immediately prepaid); provided that, in the case of either
clause (i) or (ii) above, such unpaid Eurodollar Loans or EURIBOR Loans shall continue to bear interest in accordance with Subsection 4.1 until such unpaid Eurodollar Loans or EURIBOR Loans


  
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or the related portion of such Eurodollar Loans or EURIBOR Loans, as the case may be, have or has been prepaid. In addition, if Holdings reasonably determines in good faith that repatriating any amounts attributable to Foreign Subsidiaries
(other than Loan Parties) that are required to be
applied to prepay Term Loans pursuant to Subsection 4.4(e)(i), (ii) or (iii) would result in material adverse tax consequences to Holdings or any of its Restricted Subsidiaries or is prohibited or delayed by applicable local law, then the
BorrowerBorrowers shall not be
required to prepay such amounts as required thereunder; provided that the
BorrowerBorrowers shall take
commercially reasonable actions to permit repatriation of the proceeds subject to such prepayments in order to effect such prepayments without incurring material adverse tax consequences or violating applicable local law. 

(k) Notwithstanding anything to the contrary herein, this Subsection 4.4 may be amended (and the Lenders hereby irrevocably authorize
the Administrative Agent to enter into any such amendments) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of Term Loans added pursuant to
Subsections 2.8, 2.10 and 2.11, as applicable, or pursuant to any other credit facility added pursuant to Subsection 2.8 or 11.1(e). 

(l) Notwithstanding anything in any Loan Document to the contrary, so long as no Event of Default under Subsection 9.1(a) or
(f) has occurred and is continuing, the
applicable Borrower may prepay the outstanding Term Loans
on the following basis: 
 (i) The
applicable Borrower shall have the right to make a
voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment
Offers, or a Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this Subsection 4.4(l); provided that the Borrower
Representative shall not initiate any action under
this Subsection 4.4(l) in order to make a Discounted Term Loan Prepayment unless (1) at least ten Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a
prepayment made by the applicable Borrower on the
applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion) or (2) at least three Business Days shall have passed since the date the Borrower Representative was notified that no Lender was willing to accept
any prepayment of any Term 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’sBorrower
Representative’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as
may be agreed to by the Administrative Agent in its
reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the applicable Borrower then may have, and later may come into
possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded
Information”), (2) such Lender has independently, and without reliance on Holdings,
theany Borrower, any of its
Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of
Holdings, theany Borrower, its
Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holdings, Holdingsany Borrower, its Subsidiaries, the
Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the
Excluded Information may not be available to the Administrative Agent or the other Lenders. Any Term Loans prepaid pursuant to this Subsection 4.4(l) shall be immediately and automatically cancelled. 

(ii) Borrower Offer of Specified Discount Prepayment.
(1) (1) The Borrower Representative may from time to time offer to make a Discounted
Term Loan Prepayment by providing the Administrative Agent with three Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) 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 Representative, to each Lender or to each
Lender with respect to any Tranche on an individual Tranche 

  
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basis, (II) any such offer shall specify the aggregate Outstanding Amount offered to be prepaid (the “Specified Discount Prepayment Amount”), the Tranches of Term Loans
subject to such offer and the specific percentage discount to par value (the “Specified Discount”) of the Outstanding Amount of such Term Loans to be prepaid, (III) the Specified Discount Prepayment Amount shall be in an
aggregate principal amount not less than $5,000,000 and
whole increments of $500,000 (or in the case of Term Loans denominated in Euros, €5,000,000 and whole increments of €500,000 in excess thereof)
(or such lower minimum amounts or multiples as may be agreed to by the Administrative Agent in its reasonable
discretion), and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Administrative 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 Administrative Agent (or its delegate) by no later than 5:00 P.M., New
York City time, on the third Business Day after the date of delivery of such notice to the relevant Lenders (or such later date designated by the Administrative Agent and approved by the Borrower Representative) (the “Specified Discount Prepayment
Response Date”). 
 (2) Each relevant Lender receiving such offer shall notify the Administrative 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 Term Loans at the Specified Discount and, if so (such accepting Lender, a “Discount
Prepayment Accepting Lender”), the amount of such Lender’s Outstanding Amount and Tranches of Term Loans to be prepaid at such offered discount. Each acceptance of a Discounted Term Loan Prepayment by a Discount Prepayment Accepting
Lender shall be irrevocable. Any Lender whose Specified Discount Prepayment Response is not received by the Administrative Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept such Borrower Offer of
Specified Discount Prepayment. 
 (3) If there is at least one Discount Prepayment Accepting Lender, the applicable Borrower will make prepayment of outstanding Term
Loans pursuant to this Subsection 4.4(l)(ii) to each Discount Prepayment Accepting Lender in accordance with the respective Outstanding Amount and Tranches of Term Loans specified in such Lender’s Specified Discount Prepayment Response
given pursuant to the foregoing clause (2); provided that, if the aggregate Outstanding Amount of Term 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 Outstanding Amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Administrative Agent (in
consultation with the Borrower Representative and
subject to rounding requirements of the Administrative Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Administrative Agent shall promptly, and in any case within
three Business Days following the Specified Discount Prepayment Response Date, notify (I) the Borrower
Representative of the respective Lenders’
responses to such offer, the Discounted Prepayment Effective Date and the aggregate Outstanding Amount of the Discounted Term Loan Prepayment and the Tranches to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, and
the aggregate Outstanding Amount and the Tranches of all Term Loans to be prepaid at the Specified Discount on such date, and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the
Outstanding Amount, Tranche and Type of Term Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Administrative Agent of the amounts stated in the foregoing notices to the Borrower Representative and Lenders shall be conclusive and binding for
all purposes absent manifest error. The payment amount specified in such notice to the
applicable Borrower shall be due and payable by Holdingsthe Borrower Representative on the
Discounted Prepayment Effective Date in accordance with Subsection 4.4(l)(vi) below (subject to Subsection 4.4(l)(x) below). 

(iii) Borrower Solicitation of Discount Range Prepayment Offers. (1) (1) The Borrower Representative may from time to time solicit Discount Range
Prepayment Offers by providing the Administrative Agent with three Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) 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 Representative, to each Lender or to each
Lender with respect to any Tranche on an individual Tranche 

  
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basis, (II) any such notice shall specify the maximum aggregate Outstanding Amount of the relevant Term Loans that the applicable Borrower is willing to prepay at a discount (the
“Discount Range Prepayment Amount”), the Tranches of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the Outstanding Amount of such Term Loans
willing to be prepaid by the Borrower
Representative, (III) the Discount Range Prepayment Amount shall be in an aggregate
principal amount not less than $5,000,000 (or in the
case of Term Loans denominated in Euros, €5,000,000 and whole increments of €500,000 in excess thereof) and whole increments of $500,000,
(or such lower minimum amounts or multiples as may be agreed to by the Administrative Agent in its reasonable
discretion), and (IV) each such solicitation by the Borrower
Representative shall remain outstanding through the
Discount Range Prepayment Response Date. The Administrative 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 Administrative Agent (or its delegate) by no later than 5:00 P.M., New York City time, on the third Business Day after the date of delivery of such notice to the relevant Lenders (or such later date as may be designated by the
Administrative Agent and approved by the Borrower Representative) (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 Term Loans and the maximum aggregate Outstanding Amount and Tranches of such Term Loans such Lender is willing to
have prepaid at the Submitted Discount (the “Submitted Amount”). Any Lender whose Discount Range Prepayment Offer is not received by the Administrative Agent by the Discount Range Prepayment Response Date shall be deemed to have
declined to accept a Discounted Term Loan Prepayment of any of its Term Loans at any discount to their par value within the Discount Range. 

(2) The Administrative Agent shall review all Discount Range Prepayment Offers received by it by the Discount Range Prepayment
Response Date and will determine (in consultation with the Borrower Representative and subject to rounding requirements of the Administrative Agent made in its reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable Discount in accordance with this
Subsection 4.4(l)(iii). The Borrower Representative agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by
the Administrative 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 being referred to as the “Applicable Discount”) which yields a Discounted Term Loan Prepayment in an aggregate Outstanding Amount equal to the
lesser of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal
to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Submitted Amount (subject to any required proration pursuant to the following Subsection 4.4(l)(iii)(3)) at the Applicable
Discount (each such Lender, a “Participating Lender”). 
 (3) If there is at least one Participating
Lender, the applicable Borrower will prepay the respective
outstanding Term Loans of each Participating Lender in the aggregate Outstanding 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 Discount Range Prepayment Amount, prepayment of the Outstanding Amount of the relevant Term 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 Administrative Agent (in consultation with the Borrower
Representative and subject to rounding requirements
of the Administrative Agent made in its reasonable discretion) will calculate such proration (the “Discount Range Proration”). The Administrative Agent shall promptly, and in any case within three Business Days following the
Discount Range Prepayment Response Date, notify (w) the Borrower Representative of the respective Lenders’ responses to such solicitation, the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate Outstanding Amount of the Discounted Term Loan Prepayment and
the Tranches to be prepaid, (x) each Lender of the Discounted 

  
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Prepayment Effective Date, the Applicable Discount, and the aggregate Outstanding Amount and Tranches of all Term Loans to be prepaid at the Applicable Discount on such date, (y) each
Participating Lender of the aggregate Outstanding 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 Administrative Agent of the amounts stated in the foregoing notices to the Borrower Representative and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in
such notice to the Borrower Representative shall be due and payable by the applicable Borrower on the Discounted Prepayment Effective Date in accordance with Subsection 4.4(l)(vi) below (subject to Subsection
4.4(l)(x) below). 
 (iv) Borrower Solicitation of Discounted Prepayment Offers. (1) (1) The Borrower Representative may from time to time solicit Solicited Discounted
Prepayment Offers by providing the Administrative Agent with three Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) 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 Representative, to each Lender or to each
Lender with respect to any Tranche on an individual Tranche basis, (II) any such notice shall specify the maximum aggregate Outstanding Amount of the Term Loans and the Tranches of Term Loans the applicable Borrower is willing to prepay at a discount (the
“Solicited Discounted Prepayment Amount”), (III) the Solicited Discounted Prepayment Amount shall be in an aggregate
principal amount not less than $5,000,000 and whole
increments of $500,000 (or in the case of Term Loans denominated in Euros, €5,000,000 and whole increments of €500,000 in excess thereof)
(or such lower minimum amounts or multiples as may be agreed to by the Administrative Agent in its reasonable
discretion), and (IV) each such solicitation by the Borrower
Representative shall remain outstanding through the
Solicited Discounted Prepayment Response Date. The Administrative 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 Administrative Agent (or its delegate) by no later than 5:00 P.M., New York City time on the third Business Day after the date of delivery of such notice to the relevant Lenders (or such later date as may be designated by
the Administrative Agent and approved by the Borrower Representative) (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 Term Loans and the maximum aggregate Outstanding Amount and Tranches of such Term 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 Administrative Agent by the Solicited Discounted Prepayment Response Date shall be deemed to have declined prepayment of any of its
Term Loans at any discount to their par value. 
 (2) The Administrative Agent shall promptly provide the Borrower Representative with a copy of all Solicited Discounted Prepayment
Offers received by it by the Solicited Discounted Prepayment Response Date. The Borrower
Representative shall review all such Solicited
Discounted Prepayment Offers and select, at its sole discretion, the smallest of the Offered Discounts specified by the relevant responding Lenders in the Solicited Discounted Prepayment Offers that the applicable Borrower is willing to accept (the “Acceptable
Discount”), if any; provided that the Acceptable Discount shall not be an Offered Discount that is larger than the smallest Offered Discount for which the sum of all Offered Amounts affiliated with Offered Discounts that are larger
than or equal to such smallest Offered Discount would, if purchased at such smallest Offered Discount, yield an amount at least equal to the Solicited Discounted Prepayment Amount. If the Borrower Representative 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 Representative from the Administrative Agent of a copy of all
Solicited Discounted Prepayment Offers pursuant to the first sentence of this clause (2) (the “Acceptance Date”), the Borrower
Representative shall submit an Acceptance and
Prepayment Notice to the Administrative Agent setting forth the Acceptable Discount. If the Administrative Agent shall fail to receive an Acceptance and Prepayment Notice from the Borrower Representative by the Acceptance Date, Holdingsthe Borrower Representative shall be
deemed to have rejected all Solicited Discounted Prepayment Offers. 

  
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 (3) Based upon the Acceptable Discount and the Solicited Discounted
Prepayment Offers received by the Administrative Agent by
the Solicited Discounted Prepayment Response Date, within three Business Days after receipt of an Acceptance and Prepayment Notice (the “Discounted Prepayment Determination Date”), the Administrative Agent will determine (in
consultation with the Borrower Representative and
subject to rounding requirements of the Administrative Agent made in its reasonable discretion) the aggregate Outstanding Amount and the Tranches of Term Loans (the “Acceptable Prepayment Amount”) to be prepaid by the applicable Borrower at the Acceptable Discount in accordance with
this Subsection 4.4(l)(iv). If the Borrower Representative elects to accept any Acceptable Discount, then the
applicable Borrower agrees to accept all Solicited
Discounted Prepayment Offers received by the Administrative 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 to accept prepayment at an Offered Discount that is greater than or equal to the Acceptable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its
Offered Amount (subject to any required proration pursuant to the following sentence) at the Acceptable Discount (each such Lender, a “Qualifying Lender”). The applicable Borrower willshall prepay outstanding Term Loans
pursuant to this Subsection 4.4(l)(iv) to each Qualifying Lender in the aggregate Outstanding 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 Outstanding Amount of the Term Loans for those
Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount (the “Identified Qualifying Lenders”) shall be made pro rata among the Identified Qualifying Lenders in accordance with the Offered Amount
of each such Identified Qualifying Lender and the Administrative Agent (in consultation with the Borrower
Representative and subject to rounding requirements
of the Administrative Agent made in its reasonable discretion) will calculate such proration (the “Solicited Discount Proration”). On or prior to the Discounted Prepayment Determination Date, the Administrative Agent shall promptly
notify (w) the Borrower Representative
of the Discounted Prepayment Effective Date and Acceptable Prepayment Amount comprising the Discounted Term Loan Prepayment and the Tranches to be prepaid, (x) each Lender of the Discounted Prepayment Effective Date, the Acceptable
Discount, and the Acceptable Prepayment Amount of all Term Loans and the Tranches to be prepaid at the Applicable Discount on such date, (y) each Qualifying Lender of the aggregate Outstanding Amount and the Tranches of such Lender to be
prepaid at the Acceptable Discount on such date, and (z) if applicable, each Identified Qualifying Lender of the Solicited Discount Proration. Each determination by the Administrative Agent of the amounts stated in the foregoing notices
to the Borrower Representative and Lenders shall be
conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower
Representative shall be due and payable by the
applicable Borrower on the Discounted Prepayment
Effective Date in accordance with Subsection 4.4(l)(vi) below (subject to Subsection 4.4(l)(x) below). 

(v) Expenses. In connection with any Discounted Term Loan Prepayment, the BorrowerBorrowers and the Lenders
acknowledge and agree that the Administrative Agent may require as a condition to any Discounted Term Loan Prepayment, the payment of reasonable out-of-pocket costs and expenses from the applicable Borrower in connection therewith. 

(vi) Payment. If any Term Loan is prepaid in accordance with Subsections 4.4(l)(ii) through
(iv) above, the applicable Borrower shall
prepay such Term Loans on the Discounted Prepayment Effective Date. The applicable Borrower shall make such prepayment to the Administrative Agent, for the account of the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable, at the Administrative
Agent’s 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 Term Loans in
inverse order of maturity. The Term 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 Term Loans pursuant to this Subsection 4.4(l) shall be paid to the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable. The aggregate Outstanding Amount of the Tranches of the Term
Loans outstanding shall be deemed reduced by the full par value of the aggregate Outstanding Amount of the Tranches of Term Loans prepaid on the Discounted Prepayment Effective Date 

  
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in any Discounted Term Loan Prepayment. The Lenders hereby agree that, in connection with a prepayment of Term Loans pursuant to this Subsection 4.4(l) and notwithstanding anything to the
contrary contained in this Agreement, (i) interest in respect of the Term Loans may be made on a non-pro rata basis among the Lenders holding such Term Loans to reflect the payment of accrued interest to certain Lenders as provided in
this Subsection 4.4(l)(vi) and (ii) all subsequent prepayments and repayments of the Term Loans (except as otherwise contemplated by this Agreement) shall be made on a pro rata basis among the respective Lenders based upon the
then outstanding principal amounts of the Term Loans then held by the respective Lenders after giving effect to any prepayment pursuant to this Subsection 4.4(l) as if made at par. It is also understood and agreed that prepayments pursuant to
this Subsection 4.4(l) shall not be subject to Subsection 4.4(a), or, for the avoidance of doubt, Subsection 11.7(a) or the pro rata allocation requirements of Subsection 4.8(a). 

(vii) Other Procedures. To the extent not expressly provided for herein, each Discounted Term Loan Prepayment shall be
consummated pursuant to procedures consistent with the provisions in this Subsection 4.4(l), established by the Administrative Agent acting in its reasonable discretion and as reasonably agreed by the Borrower Representative. 

(viii) Notice. Notwithstanding anything in any Loan Document to the contrary, for purposes of this Subsection
4.4(l), each notice or other communication required to be delivered or otherwise provided to the Administrative Agent (or its delegate) shall be deemed to have been given upon the Administrative 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. 
 (ix) Actions of Administrative Agent. Each of the BorrowerBorrowers and the Lenders
acknowledges and agrees that the Administrative Agent may perform any and all of its duties under this Subsection 4.4(l) by itself or through any Affiliate of the Administrative Agent and expressly consents to any such delegation of duties by
the Administrative Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions in this Agreement shall apply to each Affiliate of the Administrative Agent and its respective activities in
connection with any Discounted Term Loan Prepayment provided for in this Subsection 4.4(l) as well as to activities of the Administrative Agent in connection with any Discounted Term Loan Prepayment provided for in this Subsection
4.4(l). 
 (x) Revocation. The Borrower
Representative shall have the right, by written notice to
the Administrative Agent, to revoke in full (but not in part) its offer to make a Discounted Term 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 so revoked, any failure by the applicable Borrower to make any prepayment to a Lender pursuant
to this Subsection 4.4(l) shall not constitute a Default or Event of Default under Subsection 9.1 or otherwise). 

(xi) No Obligation. This Subsection 4.4(l) shall not (i) require the BorrowerBorrowers to undertake any
prepayment pursuant to this Subsection 4.4(l) or (ii) limit or restrict the
BorrowerBorrowers from making
voluntary prepayments of the Term Loans in accordance with the other provisions of this Agreement. 
 4.5 Administrative Agent’s Fee;
Other Fees. 
 (a) The
applicable Borrower agrees to pay to the Administrative
Agent the fees set forth in the Fee Letter on the payment dates set forth therein. 
 (b) If on or prior to the six-month anniversary
of the Amendment No. 45
Effective Date theany Borrower
makes an optional prepayment in full of the Term B-4 Loans or Euro Term
B-25 Loans (other than in connection with a Change of Control or a prepayment in full of the Term B-4 Loans or Euro Term B-25 Loans in
connection with a Transformative Acquisition) in an amount equal to the Net Cash Proceeds received by Holdings or any Restricted Subsidiary from its incurrence of new Indebtedness under bank financing constituting Pari Passu Indebtedness in a
Repricing Transaction, the
BorrowerBorrowers shall pay to the
Administrative Agent, for the 

  
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ratable account of each applicable Lender, a prepayment premium of 1.0% of the aggregate principal amount of the Term B-4
Loans or Euro Term B-25 Loans being prepaid. If, on or prior to the six-month anniversary of the
Amendment No. 45 Effective
Date, any Lender with a Term B-4 Loan or Euro Term
B-25 Loan is replaced pursuant to Subsection 11.1(g) in connection with any amendment of this
Agreement (including in connection with any refinancing transaction permitted under Subsection 11.6(g) to replace the Term B-4 Loans or Euro Term B-25 Loans but not in connection with a Change of Control or Transformative Acquisition) that results in a Repricing Transaction,
such Lender (and not any Person who replaces such Lender pursuant to Subsection 2.10(e) or 11.1(g)) shall receive a fee equal to 1.0% of the principal amount of the Term
B-4 Loans or Euro Term B-25 Loans
of such Lender assigned to a replacement Lender pursuant to Subsection 2.10(e) or 11.1(g). 
 4.6 Computation of Interest
and Fees. 
 (a) Interest (other than interest based on the Base Rate) shall be calculated on the basis of a 360-day year for the
actual days elapsed; and interest based on the Base Rate shall be calculated on the basis of a 365-day year (or 366-day year, as the case may be) for the actual days elapsed; provided that interest on Loans denominated in currencies other
than Dollars shall be calculated in accordance with market convention. The Administrative Agent shall as soon as practicable notify the Borrower
Representative and the affected Lenders of each
determination of an LIBOR Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves shall become effective as of the opening of business on the day on which such change becomes
effective. The Administrative Agent shall as soon as practicable notify the Borrower
Representative and the affected Lenders of the
effective date and the amount of each such change in interest rate. 
 (b) Each determination of an interest rate by the
Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on each
of the
BorrowerBorrowers and the Lenders
in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower
Representative or any Lender, deliver to the
Borrower Representative or such Lender a statement
showing in reasonable detail the calculations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Bloomberg page and any ABR Loan which is based upon
the Alternate Base Rate. 
 4.7 Inability to Determine Interest Rate. Subject to the following paragraph, if, prior to the
first day of any Interest Period, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon
each of the BorrowerBorrowers) that, by reason of
circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate with respect to any Eurodollar Loan for such Interest Period (the “Affected Eurodollar Rate”), the
Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower
Representative and the Lenders as soon as
practicable thereafter. If such notice is given (a) any Eurodollar Loans the rate of interest applicable to which is based on the Affected Eurodollar Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans
and (b) any Term Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans the rate of interest applicable to which is based upon the Affected Eurodollar Rate shall be converted to or
continued as ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans the rate of interest applicable to which is based upon the Affected Eurodollar Rate shall be made or continued as such, nor shall
the Borrower Representative have the right to
convert ABR Loans to Eurodollar Loans, the rate of interest applicable to which is based upon the Affected Eurodollar Rate. 

Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which
determination shall be conclusive absent manifest error) that: 
 (i) adequate and reasonable means do not exist for
ascertaining the LIBOR Rate for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or 

(ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent
has made a public statement identifying a specific date after which the LIBOR Rate or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled
Unavailability Date”), 

  
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 then, promptly after such determination (or if later, in the case of clause
(ii), not later than 90 days prior to the Scheduled Unavailability Date), the Administrative Agent shall notify the Borrower
Representative and the Lenders (a “LIBOR Successor
Notice”); or 
 (iii) new syndicated loans have started to adopt a new benchmark interest rate, 

then the Administrative Agent may, but shall not be obligated to, provide a LIBOR Successor Notice to the Borrower Representative and the Lenders, and in each of the cases
described in the foregoing clauses (i)-(iii), this Agreement may, with the consent of the
BorrowerBorrowers, be amended to
replace the LIBO Rate with an alternate rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) by the Administrative Agent and the
BorrowerBorrowers with the consent
of the Required Lenders (which shall be deemed to be granted if the Administrative Agent posts a copy of such proposed amendment to Lenders and does not receive, within five Business Days thereafter, written notice from Lenders comprising the
Required Lenders stating that such Required Lenders object to such amendment). Any rate adopted as provided above is referred to as the “LIBOR Successor Rate”. Any such amendment pursuant to this Section 4.7 shall
include such conforming changes to the definition of Alternate Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate to reflect the adoption of
the LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice, provided that to the extent that the Administrative Agent determines that adoption of any
portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, the Administrative Agent shall administer such LIBOR Successor Rate in a manner determined by the
Administrative Agent in consultation with the Borrower Representative. If a LIBOR Successor Notice has been given and no LIBOR Successor Rate has been determined, the circumstances under clause (i) above exist or the Scheduled
Unavailability Date has occurred (as applicable), the first paragraph of this Section 4.7 shall apply, without regard to clause (c) of the definition of “Alternate Base Rate.” Notwithstanding anything else herein, any
definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement. 

4.8 Pro Rata Treatment and Payments. 

(a) Except as expressly otherwise provided herein, each payment (including each prepayment, but excluding payments made pursuant to
Subsections 2.8, 2.9, 2.10, 2.11, 4.5(b), 4.9, 4.10, 4.11, 4.12, 4.13(d), 11.1(g) or 11.6) by
thea Borrower on account of
principal of and interest on account of any Loans of a given Tranche (other than (v) payments in respect of any difference in the Applicable Margin, LIBOR Rate, Alternate Base Rate or EURIBOR Rate, as applicable, in respect of any
Tranche, (w) any payments pursuant to Subsection 4.4(e) to the extent declined by any Lender in accordance with Subsection 4.4(h), (x) any payments pursuant to Subsection 4.4(l) which shall be allocated
as set forth in Subsection 4.4(l) and (y) any prepayments pursuant to Subsection 11.6(h)(i)(2)) shall be allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts of such Loans
of such Tranche then held by the respective Lenders; provided that a Lender may, at its option, and if agreed by the
Borrower Representative, exchange such Lender’s
portion of a Term Loan to be prepaid for Rollover Indebtedness, in lieu of such Lender’s pro rata portion of such prepayment, pursuant to the last sentence of Subsection 4.4(g). All payments (including prepayments) to be made by thea Borrower hereunder, whether on account
of principal, interest, fees or otherwise, shall be made without set-off or counterclaim and shall be made on or 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), on the due date thereof to the Administrative Agent for the account of the Lenders holding the relevant Loans, the Lenders or the Administrative Agent, as the case may be, at the Administrative
Agent’s office specified in Subsection 11.2, in the applicable currency in immediately available funds. Payments received by the Administrative Agent after such time shall be deemed to have been received on the next Business Day.
The Administrative Agent shall distribute such payments to such Lenders if any such payment is received prior to 2:00 P.M., New York City time, on a Business Day, in like funds as received prior to the end of such Business Day and otherwise the
Administrative Agent shall distribute such payment to such Lenders or Other Representatives, as the case may be, on the next succeeding Business Day. If any payment hereunder (other than payments on the Eurodollar Loans or EURIBOR Loans) becomes due
and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such
extension. If any payment on a Eurodollar Loan or EURIBOR Loan becomes due and payable on a day other than a Business Day, the 

  
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maturity of such payment shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during
such extension) 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. This Subsection 4.8(a) may be amended in
accordance with Subsection 11.1(d) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new Tranches added pursuant to Subsections 2.8, 2.10 and 2.11,
as applicable. 
 (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender
will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the
Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower in respect of such borrowing a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the
Administrative Agent on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the
Administrative Agent submitted to any Lender with respect to any amounts owing under this Subsection 4.8(b) shall be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not made available to the
Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall notify the Borrower
Representative of the failure of such Lender to make
such amount available to the Administrative Agent and the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans hereunder on demand from the BorrowerBorrowers; provided that the
foregoing notice and recovery provisions shall not apply to the funding of Term B-4 Loans or Euro Term
B-25 Loans on the Amendment
No. 45 Effective Date.

 4.9 Illegality. Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in
the interpretation or application thereof in each case occurring after the Closing Date shall make it unlawful for any Lender to make or maintain any Eurodollar Loans as contemplated by this Agreement (“Affected Loans”), (a) such Lender shall promptly give written notice of such
circumstances to the Borrower Representative and the
Administrative Agent (which notice shall be withdrawn whenever such circumstances no longer exist),
(b) the commitment of such Lender hereunder to make
Affected Loans, continue Affected Loans as such and convert an ABR Loan to an Affected Loan shall forthwith be cancelled and, until such time as it shall no longer be unlawful for such Lender to make or maintain such Affected Loans, such Lender
shall then have a commitment only to make an ABR Loan when an Affected Loan is requested and (c) such Lender’s Loans then outstanding as Affected Loans, if any, shall be converted automatically to ABR Loans on the respective last days of the then current Interest Periods with respect to such
Affected Loans or within such earlier period as required by law. If any such conversion or prepayment of an Affected Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the BorrowerBorrowers shall pay to such Lender
such amounts, if any, as may be required pursuant to Subsection 4.12. 
 4.10 Requirements of Law. 

(a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof applicable to any Lender, or
compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority, in each case made subsequent to the Closing Date (or, if later, the date on which such Lender
becomes a Lender): 
 (i) shall subject such Lender to any Tax of any kind whatsoever with respect to any Eurodollar Loans or
EURIBOR Loans made or maintained by it or its obligation to make or maintain Eurodollar Loans or EURIBOR Loans, or change the basis of taxation of payments to such Lender in respect thereof, in each case, except for Non-Excluded Taxes, Taxes imposed
by FATCA and Taxes measured by or imposed upon net income, or franchise Taxes, or Taxes measured by or imposed upon overall capital or net worth, or branch Taxes (in the case of such capital, net worth or branch Taxes, imposed in lieu of such net
income Tax), of such Lender or its applicable lending office, branch, or any affiliate thereof; 

  
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 (ii) shall impose, modify or hold applicable any reserve, special deposit,
compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not
otherwise included in the determination of the LIBOR Rate or EURIBOR Rate hereunder; or 
 (iii) shall impose on such Lender
any other condition (excluding any Tax of any kind whatsoever); 
 and the result of any of the foregoing is to increase the cost to such Lender, by an
amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or EURIBOR Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the
Borrower Representative from such Lender, through the
Administrative Agent in accordance herewith, the
BorrowerBorrowers shall promptly
pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable with respect to such Eurodollar Loans or EURIBOR Loans; provided that, in any such case, the Borrower Representative may elect to convert the Eurodollar Loans made by
such Lender hereunder to ABR Loans by giving the Administrative Agent at least one Business Day’s (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) notice of such election, in which case the BorrowerBorrowers shall promptly pay to such
Lender, upon demand, without duplication, amounts theretofore required to be paid to such Lender pursuant to this
Subsection 4.10(a) and such amounts, if any, as may be
required pursuant to Subsection 4.12. If any Lender becomes
entitled to claim any additional amounts pursuant to this Subsection 4.10(a), it shall provide prompt notice thereof to the Borrower
Representative, through the Administrative Agent, certifying (x) that one of the events described in this clause (a) has occurred and describing in reasonable detail the
nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by such Lender and a reasonably detailed explanation of the calculation thereof. Such
a certificate as to any additional amounts payable pursuant to this Subsection 4.10(a) submitted by such Lender, through the Administrative Agent, to the Borrower
Representative shall be conclusive in the absence of
manifest error. Notwithstanding anything to the contrary in this Subsection 4.10(a), the
BorrowerBorrowers shall not be
required to compensate a Lender pursuant to this Subsection 4.10(a) (i) for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower
Representative of such Lender’s intention to
claim compensation therefor or (ii) for any amounts, if such Lender is applying this provision to the BorrowerBorrowers in a manner that is inconsistent with its application of “increased cost” or other similar provisions
under other syndicated credit agreements to similarly situated borrowers. The
BorrowerBorrowers shall not be
required to compensate any Lender for any claim of increased costs to such Lender of agreeing to make or making, funding or maintaining any Loans from the adoption of an alternate rate of interest pursuant to Section 4.7 solely as a result of such alternate rate of interest
being based on a lower rate of interest than LIBOR. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. 

(b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity or
in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) from any Governmental
Authority, in each case, made subsequent to the Closing Date, does or shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of such Lender’s obligations hereunder to a
level below that which such Lender or such corporation could have achieved but for such change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by
such Lender to be material, then from time to time, within ten Business Days after submission by such Lender to the Borrower (through the Administrative Agent) of a written request therefor certifying (x) that one of the events described
in this clause (b) has occurred and describing in reasonable detail the nature of such event, (y) as to the reduction of the rate of return on capital resulting from such event and (z) as to the additional amount or
amounts demanded by such Lender or corporation and a reasonably detailed explanation of the calculation thereof, the BorrowerBorrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or corporation for such
reduction. Such a certificate as to any additional amounts payable pursuant to this Subsection 4.10(b) submitted by such Lender, through the Administrative Agent, to the Borrower Representative shall be conclusive in the absence of manifest
error. Notwithstanding anything to the contrary in this Subsection 4.10(b), the
BorrowerBorrowers shall not be
required to compensate a Lender pursuant to this Subsection 4.10(b) (i) for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower Representative of such Lender’s intention to claim
compensation therefor or (ii)

  
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for any amounts, if such Lender is applying this provision to the BorrowerBorrowers in a manner that is inconsistent with its application of “increased cost” or other similar provisions
under other syndicated credit agreements to similarly situated borrowers. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. 

(c) Notwithstanding anything herein to the contrary, the Dodd Frank Wall Street Reform and Consumer Protection Act, and all requests, rules,
regulations, guidelines and directives promulgated thereunder or issued in connection therewith, and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or
any successor authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, in each case shall be deemed to have been enacted, adopted or issued, as applicable, subsequent to the Closing Date for all purposes
herein. 
 4.11 Taxes. 

(a) Except as provided below in this Subsection 4.11 or as required by law (which, for purposes of this Subsection 4.11 shall include FATCA), all payments made by the BorrowerBorrowers or the Agents under this
Agreement and any Notes shall be made free and clear of, and without deduction or withholding for or on account of any Taxes; provided that if any Non-Excluded Taxes are required to be withheld from any amounts payable by theany Borrower to any Agent or any Lender
hereunder or under any Notes, the amounts so payable by
thesuch Borrower shall be increased
to the extent necessary to yield to such Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement; provided, however, that the BorrowerBorrowers shall be entitled to
deduct and withhold, and the
BorrowerBorrowers shall not be
required to indemnify for, any Non-Excluded Taxes, and any such amounts payable by
theany Borrower to or for the
account of any Agent or Lender shall not be increased (x) if such Agent or Lender fails to comply with the requirements of clause (b),
(c), or (d) of this Subsection 4.11 or with the
requirements of Subsection 4.13, or (y) with respect to any Non-Excluded Taxes imposed in connection with the payment of any fees paid under this Agreement unless such Non-Excluded Taxes are imposed as a result of a Change in Law, or
(z) with respect to any Non-Excluded Taxes imposed by the United States or any state or political subdivision thereof, unless such Non-Excluded Taxes are imposed as a result of a change in treaty, law or regulation that occurred after such
Agent became an Agent hereunder or such Lender became a Lender hereunder (or, if such Agent or Lender is a non-U.S. intermediary or flow-through entity for U.S. federal income tax purposes, after the relevant beneficiary or member of such Agent or
Lender became such a beneficiary or member, if later) (any such change, at such time, a “Change in Law”). Whenever any Non-Excluded Taxes are payable by
theany Borrower, as promptly as
possible thereafter the Borrower Representative
shall send to the Administrative Agent for its own account or for the account of the respective Lender or Agent, as the case may be, a certified copy of an original official receipt received by thesuch Borrower showing payment thereof. If
theany Borrower fails to pay any
Non-Excluded Taxes when due to the appropriate Governmental Authority in accordance with applicable law or the Borrower
Representative fails to remit to the Administrative
Agent the required receipts or other required documentary evidence, such Borrower or the Borrower Representative, as applicable, shall indemnify the Administrative Agent, the Lenders and the Agents for any incremental Taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such
failure. The agreements in this Subsection 4.11 shall survive the termination of this Agreement and the payment of the Term Loans and all other amounts payable hereunder. 

(b) Each Agent and each Lender that is not a United States Person shall: 

(i) (1) (1) on or before the date of any payment by
theany Borrower under this
Agreement or any Notes to, or for the account of, such Agent or Lender, deliver to the Borrower
Representative and the Administrative Agent
(A) two accurate and complete original signed Internal Revenue Service Forms W-8BEN or W-8BEN-E (certifying that it is a resident of the applicable country
within the meaning of the income tax treaty between the United States and that country) or Forms W-8ECI, or successor applicable form, as the case may be, in each case certifying that it is entitled to receive
all payments under this Agreement and any Notes without deduction or withholding of any United States federal income taxes, and (B) such other forms, documentation or certifications, as the case may be, certifying that it is entitled to
an exemption from United States backup withholding tax with respect to payments under this Agreement and any Notes; 

  
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 (2) deliver to the Borrower Representative and the Administrative Agent two further accurate
and complete original signed forms or certifications provided in Subsection 4.11(b)(i)(1) on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the
most recent form or certificate previously delivered by it to the Borrower Representative; 
 (3) obtain such extensions of time for filing and completing such forms or
certifications as may reasonably be requested by the Borrower Representative or the Administrative Agent; and 
 (4) deliver, to the extent legally entitled
to do so, upon reasonable request by the Borrower Representative, to the Borrower Representative and the Administrative Agent such other forms as may be reasonably required in order to establish the legal entitlement of such Lender to an exemption from, or reduction of, withholding with respect to payments
under this Agreement and any Notes, provided that, in determining the reasonableness of a request under this clause (4), such Lender shall be entitled to consider the cost (to the extent unreimbursed by any Loan Party) which would be imposed
on such Lender of complying with such request; or 
 (ii) in the case of any such Lender that is not a
“bank” within the meaning of Section 881(c)(3)(A) of the Code and is claiming the so-called “portfolio interest exemption,” 

(1) represent to the BorrowerBorrowers and the Administrative Agent that it is not (A) a bank within the meaning of Section 881(c)(3)(A)
of the Code, (B) a “10 percent shareholder” of
theany Borrower within the meaning
of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code; 

(2) deliver to the Borrower
Representative on or before the date of any payment by theany Borrower with a copy to the
Administrative Agent, (A) two certificates substantially in the form of Exhibit D hereto (any such certificate a “U.S. Tax Compliance Certificate”) and (B) two accurate and complete original signed
Internal Revenue Service Forms W-8BEN or W-8BEN-E, or successor applicable form, certifying to such Lender’s legal entitlement at the date of such form to an
exemption from U.S. withholding tax under the provisions of Section 871(h) or Section 881(c) of the Code with respect to payments to be made under this Agreement and any Notes and (C) such other forms, documentation or
certifications, as the case may be certifying that it is entitled to an exemption from United States backup withholding tax with respect to payments under this Agreement and any Notes (and shall also deliver to the Borrower Representative and the Administrative Agent two further accurate
and complete original signed forms or certificates on or before the date it expires or becomes obsolete and after the occurrence of any event requiring a change in the most recently provided form or certificate and, if necessary, obtain any
extensions of time reasonably requested by the Borrower Representative or the Administrative Agent for filing and completing such forms or certificates); and 

(3) deliver, to the extent legally entitled to do so, upon reasonable request by the Borrower Representative, to the Borrower Representative and the Administrative Agent such other forms as
may be reasonably required in order to establish the legal entitlement of such Lender to an exemption from, or reduction of, withholding with respect to payments under this Agreement and any Notes, provided that, in determining the
reasonableness of a request under this clause (3), such Lender shall be entitled to consider the cost (to the extent unreimbursed by the BorrowerBorrowers) which would be imposed on such Lender of complying with such request; or 

(iii) in the case of any such Agent or Lender that is a non-U.S. intermediary or flow-through entity for U.S. federal income
tax purposes, 
 (1) on or before the date of any payment by
theany Borrower under this
Agreement or any Notes to, or for the account of, such Agent or Lender, deliver to the Borrower
Representative and the Administrative Agent two accurate
and complete original signed Internal Revenue Service Forms W-8IMY, or successor applicable
form, and, if any beneficiary or member of such Lender 

  
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is claiming the so-called “portfolio interest exemption,”,
(I) represent to the
BorrowerBorrowers and the
Administrative Agent that such Agent or such Lender
is not (A) a bank within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of theany Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign
corporation” described in Section 881(c)(3)(C) of the Code, and (II) also deliver to the Borrower
Representative and the Administrative Agent two U.S.
Tax Compliance Certificates certifying to such Lender’s legal entitlement at the date of such certificate to an exemption from U.S. withholding tax under the provisions of Section 881(c) of the Code with respect to payments to be made
under this Agreement and any Notes; and 
 (A) with respect to each beneficiary or member of such Agent or Lender
that is not claiming the so-called “portfolio interest exemption,”, also deliver to the Borrower Representative and the Administrative Agent (I) two
accurate and complete original signed Internal Revenue Service Forms W-8BEN or W-8BEN-E (certifying that such beneficiary or member is a resident of the applicable
country within the meaning of the income tax treaty between the United States and that country), Forms W-8ECI or Forms W-9, or successor applicable form, as the case may
be, in each case so that each such beneficiary or member is entitled to receive all payments under this Agreement and any Notes without deduction or withholding of any United States federal income taxes and (II) such other forms,
documentation or certifications, as the case may be, certifying that each such beneficiary or member is entitled to an exemption from United States backup withholding tax with respect to all payments under this Agreement and any Notes; and

 (B) with respect to each beneficiary or member of such Lender that is claiming the so-called “portfolio
interest exemption,”, (I) represent to the BorrowerBorrowers and the Administrative
Agent that such beneficiary or member is not (1) a bank within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Borrower or any Parent Entity within the meaning of
Section 881(c)(3)(B) of the Code, or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, and (II) also deliver to the Borrower Representative and the Administrative Agent two U.S. Tax
Compliance Certificates from each beneficiary or member and two accurate and complete original signed Internal Revenue Service Forms W-8BEN or W-8BEN-E, or successor
applicable form, certifying to such beneficiary’s or member’s legal entitlement at the date of such certificate to an exemption from U.S. withholding tax under the provisions of Section 871(h) or Section 881(c) of the Code with
respect to payments to be made under this Agreement and any Notes, and (III) also deliver to the Borrower
Representative and the Administrative Agent such
other forms, documentation or certifications, as the case may be, certifying that it is entitled to an exemption from United States backup withholding tax with respect to payments under this Agreement and any Notes; 

(2) deliver to the Borrower
Representative and the Administrative Agent two further
accurate and complete original signed forms, certificates or certifications referred to above on or before the date any such form, certificate or certification expires or becomes obsolete, or any beneficiary or member changes, and after the
occurrence of any event requiring a change in the most recently provided form, certificate or certification and obtain such extensions of time reasonably requested by the Borrower Representative or the Administrative Agent for filing and
completing such forms, certificates or certifications; and 
 (3) deliver, to the extent legally entitled to do so,
upon reasonable request by the Borrower Representative, to
the Borrower Representative and the Administrative
Agent such other forms as may be reasonably required in order to establish the legal entitlement of such Agent or Lender (or beneficiary or member) to an exemption from, or reduction of, withholding with respect to payments under this Agreement and
any Notes, provided that in determining the reasonableness of a request under this clause (3) such Agent or Lender shall be entitled to consider the cost (to the extent unreimbursed by the BorrowerBorrowers) which would be imposed on
such Agent or Lender (or beneficiary or member) of complying with such request; 
 unless, in any such case (other than with respect to United States
backup withholding tax), there has been a Change in Law which renders all such forms inapplicable or which would prevent such Agent or such Lender (or such beneficiary or member) from duly completing and delivering any such form with respect to it
and such Agent or such Lender so advises the Borrower Representative and the Administrative Agent. 

  
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 (c) Each Lender and each Agent, in each case that is a United States Person, shall, on or
before the date of any payment by
theany Borrower under this
Agreement or any Notes to such Lender or Agent, deliver to the Borrower Representative and the Administrative Agent two accurate and complete original signed Internal Revenue Service Forms W-9, or successor
applicable form, certifying that such Lender or
Agent is a United States Person and that such Lender or Agent is entitled to complete exemption from United States backup withholding tax. 

(d) Notwithstanding the foregoing, if the Administrative Agent is not a United States Person, on or before the date of any payment by theany Borrower under this Agreement or any
Notes to the Administrative Agent, the Administrative Agent shall: 
 (i) deliver to the Borrower Representative (A) two accurate and complete original
signed Internal Revenue Service Forms W-8ECI, or successor applicable form, with respect to any amounts payable to the Administrative Agent for its own account, (B) two accurate and complete original signed Internal Revenue Service Forms
W-8IMY, or successor applicable form, with respect to any amounts payable to the Administrative Agent for the account of others, certifying that it is a “U.S. branch” and that the payments it receives for the account of others are not
effectively connected with the conduct of its trade or business in the United States and that it is using such form as evidence of its agreement with the BorrowerBorrowers to be treated as a U.S. person with respect to such payments (and the BorrowerBorrowers and the Administrative
Agent agree to so treat the Administrative Agent as a U.S. person with respect to such payments as contemplated by U.S. Treasury Regulation § 1.1441-1(b)(2)(iv)) or (C) such other forms or certifications as may be sufficient under
applicable law to establish that the Administrative Agent is entitled to receive any payment by
theany Borrower under this
Agreement or any Notes (whether for its own account or for the account of others) without deduction or withholding of any United States federal income taxes; 

(ii) deliver to the Borrower
Representative two further accurate and complete original
signed forms or certifications provided in Subsection 4.11(d)(i) on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form or
certificate previously delivered by it to the Borrower Representative; and 
 (iii) obtain such extensions of time for filing and completing such forms
or certifications as may reasonably be requested by the Borrower Representative or the Administrative Agent; 
 unless in any such case (other than with respect to United States backup
withholding tax) there has been a Change in Law which renders all such forms inapplicable or which would prevent the Administrative Agent from duly completing and delivering any such form with respect to it and the Administrative Agent so advises
the Borrower Representative. 

(e) 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, such Lender shall deliver to the Administrative Agent and the
Borrower Representative, at the time or times prescribed by
law and at such time or times reasonably requested by the Administrative Agent or the Borrower
Representative, such documentation prescribed by applicable law and such additional documentation reasonably requested by the Administrative Agent or the Borrower Representative as may be necessary for the Administrative Agent
and the BorrowerBorrowers to comply
with their respective obligations (including any applicable reporting requirements) under FATCA, to determine whether such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from
such payment. For the avoidance of doubt, the
BorrowerBorrowers and the
Administrative Agent shall be permitted to withhold any Taxes imposed by FATCA. 
 4.12 Indemnity. The Borrower agreesBorrowers, jointly and severally,
agree to indemnify each Lender in respect of Extensions of Credit made, or requested to be made, to the BorrowerBorrowers, and to hold each such Lender harmless from any loss or expense which such Lender may sustain or incur (other than
through such Lender’s bad faith, gross negligence or willful misconduct as determined by a court of competent jurisdiction in a 

  
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final and nonappealable decision) as a consequence of (a) default by the BorrowerBorrowers in making a borrowing of, conversion into or continuation of Eurodollar Loans or EURIBOR Loans after the Borrower Representative has given a notice requesting the same in
accordance with the provisions of this Agreement, (b) default by the
BorrowerBorrowers in making any
prepayment or conversion of Eurodollar Loans or EURIBOR Loans after the Borrower
Representative has given a notice thereof in
accordance with the provisions of this Agreement or (c) the making of a payment or prepayment of Eurodollar Loans or EURIBOR Loans or the conversion of Eurodollar Loans on a day which is not the last day of an Interest Period with
respect thereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest which would have accrued on the amount so prepaid, or converted, or not so borrowed, converted or continued, for the
period from the date of such prepayment or conversion or of such failure to borrow, convert or continue to the last day of the applicable Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would
have commenced on the date of such failure) in each case at the applicable rate of interest for such Eurodollar Loans or EURIBOR Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over
(ii) the amount of interest (as reasonably determined by such Lender) which would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market.
If any Lender becomes entitled to claim any amounts under the indemnity contained in this Subsection 4.12, it shall provide prompt notice thereof to the
Borrower Representative, through the Administrative
Agent, certifying (x) that one of the events described in clause (a), (b) or (c) has occurred and describing in reasonable detail the nature of such event, (y) as to the loss or expense sustained or incurred by such
Lender as a consequence thereof and (z) as to the amount for which such Lender seeks indemnification hereunder and a reasonably detailed explanation of the calculation thereof. Such a certificate as to any indemnification pursuant to
this Subsection 4.12 submitted by such Lender, through the Administrative Agent, to the Borrower
Representative shall be conclusive in the absence of
manifest error. The
BorrowerBorrowers shall pay such
Lender the amount shown as due on any such certificate within five Business Days after receipt thereof. This covenant shall survive the termination of this Agreement and the payment of the Term Loans and all other amounts payable hereunder.

 4.13 Certain Rules Relating to the Payment of Additional Amounts. 

(a) Upon the request, and at the expense of theeach applicable Borrower, each Lender and Agent to which
theany Borrower is required to pay
any additional amount pursuant to Subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford
theany Borrower the opportunity to
contest, and reasonably cooperate with
thesuch Borrower in contesting, the
imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford theany Borrower the opportunity to so contest unless
thesuch Borrower shall have
confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the BorrowerBorrowers shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements
incurred in so cooperating with
theany Borrower in contesting the
imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford theany Borrower the opportunity to contest, or cooperate with
theany Borrower in contesting, the
imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it. 

(b) If a Lender changes its applicable lending office (other than (i) pursuant to clause (c) below or (ii) after
an Event of Default under Subsection 9.1(a) or (f) has occurred and is continuing) and the effect of such change, as of the date of such change, would be to cause
theany Borrower to become obligated
to pay any additional amount under Subsection 4.10 or 4.11,
thesuch Borrower shall not be
obligated to pay such additional amount. 
 (c) If a condition or an event occurs which would, or would upon the passage of time or giving of
notice, result in the payment of any additional amount to any Lender or Agent by
theany Borrower pursuant to
Subsection 4.10 or 4.11 or result in Affected Loans or commitments to make Affected Loans being automatically converted to ABR Loans or commitments to make ABR Loans, as the case may be, pursuant to Subsection 4.9, such Lender
or Agent shall promptly notify the Borrower Representative
and the Administrative Agent and shall take such steps as may reasonably be available to it to mitigate the effects of such condition or event (which shall include efforts to rebook the Loans and Commitments held by such Lender at another lending
office, or through another branch or an affiliate, of such Lender); provided that such Lender or Agent shall not be required to take any step that, in its reasonable judgment, would be materially disadvantageous to its business or operations
or would require it to incur additional costs (unless the Borrower
agreesBorrowers agree to reimburse such Lender or Agent for the reasonable incremental out-of-pocket
costs thereof). 

  
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 (d) If
theany Borrower shall become
obligated to pay additional amounts pursuant to Subsection 4.10 or 4.11 and any affected Lender shall not have promptly taken steps necessary to avoid the need for payments under Subsection 4.10 or 4.11 or if Affected
Loans or commitments to make Affected Loans are automatically converted to ABR Loans or commitments to make ABR Loans, as the case may be, under Subsection 4.9 and any affected Lender shall not have promptly taken steps necessary to avoid the
need for such conversion under Subsection 4.9, the Borrower Representative shall have the right, for so long as such obligation remains, (i) with the assistance of the Administrative Agent to seek one or more substitute Lenders reasonably satisfactory to the Administrative
Agent and the Borrower Representative to purchase
the affected Loan or Commitment, in whole or in part, at an aggregate price no less than such Loan’s or Commitment’s principal amount plus accrued interest, and assume the affected obligations under this Agreement, or
(ii) so long as no Event of Default under Subsection 9.1(a) or (f) then exists or will exist immediately after giving effect to the respective prepayment, upon notice to the Administrative Agent to prepay the affected
Loan, in whole or in part, subject to Subsection 4.12, without premium or penalty. In the case of the substitution of a Lender, then, the
Borrower Representative, the Administrative Agent,
the affected Lender, and any substitute Lender shall execute and deliver an appropriately completed Assignment and Acceptance pursuant to Subsection 11.6(b) to effect the assignment of rights to, and the assumption of obligations by, the
substitute Lender; provided that any fees required to be paid by Subsection 11.6(b) in connection with such assignment shall be paid by the BorrowerBorrowers or the substitute Lender. In the case of a prepayment of an affected Loan, the amount specified in the notice shall
be due and payable on the date specified therein, together with any accrued interest to such date on the amount prepaid. In the case of each of the substitution of a Lender and of the prepayment of an affected Loan, the BorrowerBorrowers shall first pay the
affected Lender any additional amounts owing under Subsections 4.10 and 4.11 (as well as any commitment fees and other amounts then due and owing to such Lender, including any amounts under this Subsection 4.13) prior to such
substitution or prepayment. In the case of the substitution of a Lender pursuant to this Subsection 4.13(d), if the Lender being replaced does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance
and/or any other documentation necessary to reflect such replacement by the later of (a) the date on which the assignee Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (b) the
date as of which all obligations of the
BorrowerBorrowers owing to such
replaced Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender and/or the Borrower toBorrowers to such Lender being replaced, then the Lender being replaced shall be deemed to have executed and delivered such
Assignment and Acceptance and/or such other documentation as of such date and the Borrower
Representative shall be entitled (but not obligated)
to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Lender. 
 (e) If any Agent or
any Lender receives a refund directly attributable to Taxes for which
theany Borrower has made additional
payments pursuant to Subsection 4.10(a) or 4.11(a), such Agent or such Lender, as the case may be, shall promptly pay such refund (together with any interest with respect thereto received from the relevant taxing authority, but net of
any reasonable cost incurred in connection therewith) to
thesuch Borrower; provided,
however, that thesuch
Borrower agrees promptly to return such refund (together with any interest with respect thereto due to the relevant taxing authority) (free of all Taxes indemnifiable under Section 4.11(a)) to such Agent or the applicable Lender, as the
case may be, upon receipt of a notice that such refund is required to be repaid to the relevant taxing authority. 
 (f) The obligations of
any Agent, Lender or Participant under this Subsection 4.13 shall survive the termination of this Agreement and the payment of the Term Loans and all amounts payable hereunder. 

SECTION 5 
 Representations and
Warranties 
 To induce the Administrative Agent and each Lender to make the Extensions of Credit requested to be made by it on the Closing
Date, Holdings with respect to itself and its Restricted Subsidiaries, hereby represents and warrants, on the Closing Date, in each case after giving effect to the Transactions, to the Administrative Agent and each Lender that (subject, in the case of Foreign Subsidiaries, to the applicable Foreign Subsidiary Documentation Principles (to the
extent set forth therein)): 

  
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 5.1 Financial Condition. 

(a) (i) The audited consolidated balance sheets of Holdings as of December 31, 2014 and December 31, 2013 and the related
consolidated statements of operations, equity and cash flows of Holdings for the Fiscal Years ended December 31, 2014, December 31, 2013 and December 31, 2012, reported on by and accompanied by unqualified reports from
Ernst & Young LLP, and (ii) the unaudited consolidated balance sheets of Holdings and the related consolidated statements of operations and cash flows of Holdings for the quarter ended March 31, 2015, present fairly, in all
material respects, the consolidated financial condition as at such dates, and the consolidated statements of operations and consolidated cash flows for the respective periods then ended, of Holdings. All such financial statements, including the
related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby (except as approved by a Responsible Officer, and disclosed in any such schedules and notes). 

(b) [Reserved]. 
 (c) The
Projections have been prepared by management of Holdings in good faith based upon assumptions believed by management to be reasonable at the time of preparation thereof (it being understood that such Projections, and the assumptions on which they
were based, may or may not prove to be correct). 
 5.2 No Change; Solvent. Since December 31, 20142018, there has been no development or
event relating to or affecting any Loan Party which has had or would be reasonably expected to have a Material Adverse Effect. As of the Closing Date, after giving effect to the consummation of the Transactions to be consummated on the Closing Date,
Holdings, together with its Subsidiaries on a consolidated basis, is Solvent. 
 5.3 Corporate Existence; Compliance with Law. Each of
the Loan Parties (a) is duly organized, validly existing and (to the extent applicable in the relevant
jurisdiction) in good standing under the laws of the jurisdiction of its incorporation or formation, except (other than with respect to the BorrowerBorrowers), to the extent that the
failure to be (to the extent applicable) in good
standing would not reasonably be expected to have a Material Adverse Effect, (b) has the legal right to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently
engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or limited liability company and (to the extent applicable in the relevant jurisdiction) in good
standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and (to the extent applicable) in good standing would not be
reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected to have a Material
Adverse Effect. For the purposes of the Insolvency Regulation, the centre of main interests of any Person
incorporated in the Netherlands, is situated in its jurisdiction of incorporation and it has no “establishment” (as that term is used in Article 2(10) of the Insolvency Regulation) in any other jurisdiction. 
 5.4 Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the
corporate or other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the
BorrowerBorrowers, to obtain
Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of theeach Borrower, to authorize the
Extensions of Credit to it, if any, on the terms and conditions of this Agreement and any Notes. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is
required to be obtained or made by or on behalf of any Loan Party in connection with the execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of theeach Borrower, with the Extensions of
Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to the Closing Date, (b) filings to perfect the
Liens created by the Security Documents, and (c) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed
and delivered by Holdings and the
BorrowerBorrowers, and each other
Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes 

  
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a legal, valid and binding obligation of Holdings and the BorrowerBorrowers and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute a legal,
valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). 

5.5 No Legal Bar. The execution, delivery and performance of the Loan Documents by any of the Loan Parties, the Extensions of Credit
hereunder and the use of the proceeds thereof (a) will not violate any Requirement of Law or Contractual Obligation of such Loan Party in any respect that would reasonably be expected to have a Material Adverse Effect,
(b) will not result in, or require the creation or imposition of any Lien (other than Liens securing the Term Loan Facility Obligations or otherwise permitted hereby) on any of its properties or revenues pursuant to any such Requirement
of Law or Contractual Obligation and (c) will not violate any provision of the Organizational Documents of such Loan Party or any of the Restricted Subsidiaries, except (other than with respect to the Borrower) as would not reasonably be
expected to have a Material Adverse Effect. 
 5.6 No Material Litigation. No litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the knowledge of Holdings, threatened by or against Holdings or any of its Restricted Subsidiaries or against any of their respective properties or revenues, (a) except as described
on Schedule 5.6, which is so pending or threatened at any time on or prior to the Closing Date and relates to any of the Loan Documents or any of the transactions contemplated hereby or thereby or (b) which would be reasonably
expected to have a Material Adverse Effect. 
 5.7 No Default. No Default or Event of Default has occurred and is continuing. 

5.8 Ownership of Property; Liens. Each of Holdings and its Restricted Subsidiaries has good title in fee simple to, or a valid leasehold
interest in, all its material real property located in the United States of America, and good title to, or a valid leasehold interest in, all its other material property located in the United States of America, except those for which the failure to
have such good title or such leasehold interest would not be reasonably expected to have a Material Adverse Effect, and none of such real or other property is subject to any Lien, except for Liens permitted hereby (including Permitted Liens). Schedule
5.8 sets forth all real property owned in fee by any Loan Party with a Fair Market Value equal to or in excess of $10 million as of the Closing Date. 

5.9 Intellectual Property. Holdings and each of its Restricted Subsidiaries owns beneficially, or has the legal right to use, all United
States and foreign patents, patent applications, trademarks, trademark applications, trade names, copyrights, and rights in know-how and trade secrets necessary for each of them to conduct its business as currently conducted (the
“Intellectual Property”) except for those the failure to own or have such legal right to use would not be reasonably expected to have a Material Adverse Effect. Except as provided on Schedule 5.9, no claim has been asserted
and is pending by any Person against Holdings or any of its Restricted Subsidiaries challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does Holdings know of
any such claim, and, to the knowledge of Holdings, the use of such Intellectual Property by Holdings and its Restricted Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements which in the aggregate,
would not be reasonably expected to have a Material Adverse Effect. 
 5.10 Taxes. 

.
(a) To the knowledge of Holdings, (1) Holdings and each of its Restricted Subsidiaries has
filed or caused to be filed all material tax returns which are required to be filed by it and has paid
(ax) all Taxes shown to be due and
payable on such returns and (by)
all Taxes shown to be due and payable on any assessments of which it has received notice made against it or any of its property (including the Mortgaged Fee Properties) and all other Taxes imposed on it or any of its property by any Governmental
Authority; and (2) no Tax Liens have been filed (except for Liens for Taxes not yet due and payable), and no claim is being asserted in writing, with respect to any such Taxes (in each case other than in respect of any such (i) Taxes with
respect to which the failure to pay, in the aggregate, would not have a Material Adverse Effect or (ii) Taxes the amount or validity of which are currently being contested in good faith by appropriate proceedings diligently conducted and with
respect to which reserves in conformity with GAAP have been provided on the books of Holdings or its Restricted Subsidiaries, as the case may be). 

  
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(b) As of the Amendment
No. 5 Effective Date, the Netherlands Borrower is not required to make any deduction or withholding for or on account of any Taxes from any payment it may make under any Loan Document to a Lender.  

(c) As of the Amendment
No. 5 Effective Date, the Netherlands Borrower is resident for tax purposes in the Netherlands only and does not have a permanent establishment or other taxable presence outside the Netherlands.  

5.11 Federal Regulations. No part of the proceeds of any Extensions of Credit will be used for any purpose which violates the provisions
of the Regulations of the Board, including Regulation T, Regulation U or Regulation X of the Board. If requested by any Lender or the Administrative Agent, the Borrower
Representative will furnish to the Administrative Agent and
each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, referred to in said Regulation U. 

5.12 ERISA. 
 (a) During
the five year period prior to each date as of which this representation is made, or deemed made, with respect to any Plan, none of the following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to
result in a Material Adverse Effect: (i) a Reportable Event, (ii) a failure to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA), (iii) any
noncompliance with the applicable provisions of ERISA or the Code, (iv) a termination of a Single Employer Plan (other than a standard termination pursuant to Section 4041(b) of ERISA), (v) a Lien on the property of
Holdings or its Restricted Subsidiaries in favor of the PBGC or a Plan, (vi) a complete or partial withdrawal from any Multiemployer Plan by Holdings or any Commonly Controlled Entity, (vii) the ERISA Reorganization or
Insolvency of any Multiemployer Plan; or (viii) any transactions that resulted or could reasonably be expected to result in any liability to Holdings or any Commonly Controlled Entity under Section 4069 of ERISA or
Section 4212(c) of ERISA. 
 (b) With respect to any Foreign Plan, none of the following events or conditions exists and is continuing
that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect: (i) substantial non-compliance with its terms and with the requirements of any and all applicable laws, statutes, rules,
regulations and orders, (ii) failure to be maintained, where required, in good standing with applicable regulatory authorities, (iii) any obligation of Holdings or its Restricted Subsidiaries in connection with the
termination or partial termination of, or withdrawal from, any Foreign Plan, (iv) any Lien on the property of Holdings or its Restricted Subsidiaries in favor of a Governmental Authority as a result of any action or inaction regarding a
Foreign Plan, (v) for each Foreign Plan which is a funded or insured plan, failure to be funded or insured on an ongoing basis to the extent required by applicable non-U.S. law (using actuarial methods and assumptions which are
consistent with the valuations last filed with the applicable Governmental Authorities), (vi) any facts that, to the best knowledge of Holdings or any of its Restricted Subsidiaries, exist that would reasonably be expected to give rise
to a dispute and any pending or threatened disputes that, to the best knowledge of Holdings or any of its Restricted Subsidiaries, would reasonably be expected to result in a material liability to Holdings or any of its Restricted Subsidiaries
concerning the assets of any Foreign Plan (other than individual claims for the payment of benefits); and (vii) failure to make all contributions in a timely manner to the extent required by applicable non-U.S. law. 

5.13 Collateral. Upon execution and delivery thereof by the parties thereto, the Guarantee and Collateral Agreement and the Mortgages (if
any)Security Documents will be effective to create (to the extent described therein) in favor of the
Collateral Agent for the benefit of the Secured Parties, a valid and enforceable security interest in or liens on the Collateral described therein, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing. When (a) all Filings (as defined in the Guarantee and Collateral Agreement) have been completed, (b) all applicable Instruments, Chattel Paper and Documents (each as described therein)in the Guarantee and Collateral
Agreement) constituting Collateral a security interest in which is perfected by possession have been delivered to, and/or are in the continued possession of, the Collateral Agent, the applicable Collateral Representative or any
Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the applicable ABL Intercreditor 

  
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Agreement, Intercreditor Agreement or Other Intercreditor Agreement, (c) all Deposit Accounts and Pledged Stock (each as defined in the Guarantee and Collateral Agreement) a security
interest in which is required by the Security Documents to
be or is perfected by “control” (as described in the Uniform Commercial Code as in effect in each applicable jurisdiction (in the case of Deposit Accounts) and the State of New York (in the case of Pledged Stock) from time to time) are
under the “control” of the Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with
the applicable ABL Intercreditor Agreement, Intercreditor Agreement or Other Intercreditor Agreement, and (d) the Mortgages (if any) have been duly recorded in the proper recorders’ offices or appropriate public records and the mortgage recording fees and taxes in respect thereof, if any, are paid and
compliance is otherwise had with the formal requirements of state or local law applicable to the recording of real property mortgages
generally have been complied with and (e) all filings or recordings are made in the appropriate offices
of the applicable jurisdictions as may be required under the terms of the applicable Security Documents, the security interests and liens granted pursuant to the Guarantee and Collateral Agreement and the
MortgagesSecurity Documents shall constitute (to the extent described therein and with respect to the
Mortgages, only as relates to the real property security interests and liens granted pursuant thereto) a perfected security interest in (to the extent intended to be created thereby and required to be perfected under the Loan Documents), all right,
title and interest of each pledgor or mortgagor (as applicable) party thereto in the Collateral described therein (excluding Commercial Tort Claims, as defined in the Guarantee and Collateral Agreement, other than such Commercial Tort Claims set
forth on Schedule 6 thereto (if any)) with respect to such pledgor or mortgagor (as applicable). Notwithstanding any other provision of this Agreement,
(i) capitalized terms that are used in this
Subsection 5.13 and not defined in this Agreement are so used as defined in the applicable Security
Document and (ii) the provisions of this Subsection 5.13 are subject, in the case of Foreign
Subsidiaries, to the Foreign Subsidiary Documentation Principles. 
 5.14
Investment Company Act; Other
Regulations.The No Borrower is
notrequired to be registered as an
“investment company,” or a company “controlled” by an “investment
company,”
, within the meaning of the Investment Company Act. The
U.S. Borrower is not subject to regulation under any
federal or state statute or regulation (other than Regulation X of the Board) which limits its ability to incur Indebtedness as contemplated hereby. 

5.15 Subsidiaries. Schedule 5.15 sets forth all the Subsidiaries of Holdings at the Closing Date (after giving effect to the
Transactions), the jurisdiction of their organization and the direct or indirect ownership interest of Holdings therein. 
 5.16 Purpose
of Loans. The proceeds of Term Loans shall be used by the Borrower (i) in the case of the Term B-3 Loans, to refinance the Term B-2 Loans and Euro Term B-1 Loans in full, (ii) in the case of the Term B-4 Loans and Euro
Term B-2 Loans, to finance the Amendment No. 4 Transactions and (iii) in the case of the Term B-5
Loans, to finance the Amendment No. 5 Transactions and (iv) in the case of all other Term Loans, to finance the working capital, capital expenditures, business requirements and for
other purposes of Holdings and its Subsidiaries not prohibited by this Agreement. 
 5.17 Environmental Matters. Except as
disclosed on Schedule 5.17 or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: 

(a) Holdings and its Restricted Subsidiaries: (i) are, and within the period of all applicable statutes of limitation have been, in
compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits (each of which is in full force and effect) required for any of their current operations or for any property owned, leased, or otherwise operated by
any of them and reasonably expect to timely obtain without material expense all such Environmental Permits required for planned operations; (iii) are, and within the period of all applicable statutes of limitation have been, in
compliance with all of their Environmental Permits; and (iv) believe they will be able to maintain compliance with Environmental Laws and Environmental Permits, including any reasonably foreseeable future requirements thereof. 

(b) Materials of Environmental Concern have not been transported, disposed of, emitted, discharged, or otherwise released or threatened to be
released, to, at or from any real property presently or formerly owned, leased or operated by Holdings or any of its Restricted Subsidiaries or at any other location, which would reasonably be expected to (i) give rise to liability or
other Environmental Costs of Holdings or any of its Restricted Subsidiaries under any applicable Environmental Law, or (ii) interfere with the planned or continued operations of Holdings and its Restricted Subsidiaries, or
(iii) impair the fair saleable value of any real property owned by Holdings or any of its Restricted Subsidiaries that is part of the Collateral. 

  
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 (c) There is no judicial, administrative, or arbitral proceeding (including any notice of
violation or alleged violation) under any Environmental Law to which Holdings or any of its Restricted Subsidiaries is, or to the knowledge of Holdings or any of its Restricted Subsidiaries is reasonably likely to be, named as a party that is
pending or, to the knowledge of Holdings or any of its Restricted Subsidiaries, threatened. 
 (d) Neither Holdings nor any of its Restricted
Subsidiaries has received any written request for information, or been notified that it is a potentially responsible party, under the federal Comprehensive Environmental Response, Compensation, and Liability Act or any similar Environmental Law, or
received any other written request for information from any Governmental Authority with respect to any Materials of Environmental Concern. 

(e) Neither Holdings nor any of its Restricted Subsidiaries has entered into or agreed to any consent decree, order, or settlement or other
agreement, nor is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum, relating to compliance with or liability under any Environmental Law. 

5.18 No Material Misstatements. The written information (including the Confidential Information Memorandum), reports, financial
statements, exhibits and schedules furnished by or on behalf of Holdings to the Administrative Agent, the Other Representatives and the Lenders on or prior to the Closing Date in connection with the negotiation of any Loan Document or included
therein or delivered pursuant thereto, taken as a whole, did not contain as of the Closing Date any material misstatement of fact and did not omit to state as of the Closing Date any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not materially misleading in their presentation of Holdings and its Restricted Subsidiaries taken as a whole. It is understood that (a) no representation or warranty is made
concerning the forecasts, estimates, pro forma information, projections and statements as to anticipated future performance or conditions, and the assumptions on which they were based or concerning any information of a general economic nature or
general information about Borrower’s and
itsthe Borrowers’ and their Subsidiaries’ industry, contained in any such information,
reports, financial statements, exhibits or schedules, except that, in the case of such forecasts, estimates, pro forma information, projections and statements, as of the date such forecasts, estimates, pro forma information, projections and
statements were generated, (i) such forecasts, estimates, pro forma information, projections and statements were based on the good faith assumptions of the management of Holdings and (ii) such assumptions were believed by
such management to be reasonable and (b) such forecasts, estimates, pro forma information and statements, and the assumptions on which they were based, may or may not prove to be correct. 

5.19 [Reserved]. 
 5.20
Insurance. As of the Closing Date, the Loan Parties (other than Holdings) have all insurance required by Section 7.5 of this Agreement. 

5.21 Anti-Terrorism. As of the Closing Date, (a) Holdings and its Restricted Subsidiaries are in compliance with the Patriot
Act and (b) none of Holdings and its Restricted Subsidiaries is a person on the list of “Specially Designated Nationals and Blocked Persons” or subject to the limitations and prohibitions under any other U.S. Department of
Treasury’s Office of Foreign Asset Control regulation or executive order (“OFAC”), in each case, except as would not reasonably be expected to have a Material Adverse Effect. 

  
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 SECTION 6 

Conditions Precedent 
 6.1
Conditions to Initial Extension of Credit. This Agreement, including the agreement of each Lender to make the Initial Term Loans requested to be made by it, shall become effective on the date on which the following conditions precedent shall
have been satisfied or waived: 
 (a) Loan Documents. The Administrative Agent shall have received the following Loan Documents,
executed and delivered as required below: 
 (i) this Agreement, executed and delivered by a duly authorized officer of
Holdings and the U.S. Borrower; 

(ii) a joinder to the ABL Intercreditor Agreement; and 

(iii) the Guarantee and Collateral Agreement, executed and delivered by a duly authorized officer of each Loan Party required
to be a signatory thereto; 
 (b) [Reserved]. 

(c) Existing Term Loan Agreement. The Administrative Agent shall have received reasonably satisfactory evidence that, substantially
concurrently with the funding of the Initial Term Loans hereunder, the Existing Term Loan Agreement shall be repaid in full and all Liens securing such Indebtedness shall have been released. 

(d) [Reserved]. 
 (e) Financial
Information. The Lead Arrangers shall have received the financial statements described in Subsection 5.1(a). 
 (f) Legal
Opinions. The Administrative Agent shall have received the following executed legal opinions, each in form and substance reasonably satisfactory to the Administrative Agent: 

(i) executed legal opinion of Kirkland & Ellis LLP, counsel to Holdings and the other Loan Parties; 

(ii) executed legal opinion of K&L Gates LLP, special Washington counsel to certain of the Loan Parties; and 

(iii) executed legal opinion of Brownstein Hyatt Farber Schreck, LLP, special Nevada counsel to certain of the Loan Parties.

 (g) Perfected Liens. The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee
and Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary in connection with the perfection and, in the
case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially
concurrently with the initial funding under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent and none of such Collateral shall be subject to any other pledges, security interests or mortgages except for
Permitted Liens or pledges, security interests or mortgages to be released on the Closing Date. 

  
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 (h) Pledged Stock; Stock Powers. The Collateral Agent shall have received the
certificates, if any, representing the Pledged Stock under (and as defined in) the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor
thereof. 
 (i) Lien Searches. The Collateral Agent shall have received customary lien and judgment searches requested by it at least
30 calendar days prior to the Closing Date. 
 (j) Fees. The Administrative Agent, for the ratable benefit of each Lender as of the
Closing Date, shall have received an initial yield payment equal to 0.50% of the aggregate principal amount of the Initial Term Loans held by such Lender as of the Closing Date, which payment shall be earned by, and payable to, each such Lender on
the Closing Date (which may be offset against the proceeds of the Initial Term Loans). 
 (k) Secretary’s Certificate. The
Administrative Agent shall have received a certificate from Holdings and each other Loan Party, dated the Closing Date, in substance reasonably satisfactory to the Administrative Agent, with appropriate insertions and attachments of resolutions or
other actions, evidence or incumbency and the signature of authorized signatories and Organizational Documents, executed by a Responsible Officer and the Secretary or any Assistant Secretary or other authorized representative of such Loan Party.

 (l) [Reserved]. 
 (m) No
Material Adverse Effect. Since December 31, 2014, there shall not have been any change, effect, event, development or occurrence that individually or in the aggregate has had or would be reasonably expected to have a Material Adverse
Effect. 
 (n) Solvency. The Administrative Agent shall have received a certificate of the chief financial officer (or other
comparable officer) of Holdings certifying the Solvency, after giving effect to the Transactions, of Holdings and its Subsidiaries on a consolidated basis in substantially the form of Exhibit H hereto. 

(o) Patriot Act. The Administrative Agent and the Lead Arrangers shall have received at least three days prior to the Closing Date all
documentation and other information about the Loan Parties mutually agreed in good faith is required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the
Patriot Act, that has been reasonably requested in writing at least ten days prior to the Closing Date. 
 (p) Representations. Each
of the representations and warranties made by any Loan Party pursuant to this Agreement and in any other Loan Document to which it is a party, shall, except to the extent that they relate to a particular date (in which case, they shall be true and
correct as of such specified date), be true and correct in all material respects on and as of such date as if made on and as of such date. 

(q) Borrowing Notice. With respect to the initial Extensions of Credit, the Administrative Agent shall have received a notice of such
Borrowing as required by Subsection 2.3. 
 The making of the initial Extensions of Credit by the Lenders hereunder shall
conclusively be deemed to constitute an acknowledgement by the Administrative Agent and each Lender that each of the conditions precedent set forth in this Subsection 6.1 shall have been satisfied in accordance with its respective terms or
shall have been irrevocably waived by such Person. 
 SECTION 7 

Affirmative Covenants 
 Holdings
hereby agrees that, from and after the Closing Date and thereafter until payment in full of the Loans and all other Term Loan Facilities Obligations then due and owing to any Lender or any Agent hereunder, Holdings shall and shall (except in the
case of delivery of financial information, reports and notices) cause each of its respective Restricted Subsidiaries
to(subject, in the case of Foreign Subsidiaries, to the applicable Foreign Subsidiary Documentation principles (to
the extent set forth therein)): 

  
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 7.1 Financial Statements. Furnish to the Administrative Agent for delivery to each
Lender (and the Administrative Agent agrees to make and so deliver such copies): 
 (a) not later than 90 days following the end of each
Fiscal Year of Holdings ending after the Closing Date (or such longer period as may be permitted by the SEC if Holdings were then subject to SEC reporting requirements as a non-accelerated filer), a copy of the consolidated balance sheet of Holdings
as at the end of such year and the related consolidated statements of operations, changes in equity and cash flows for such year, setting forth, in each case, in comparative form the figures for and as of the end of the previous year, reported on
without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit (provided that such report may contain a “going concern” or like qualification or exception, or
qualification arising out of the scope of the audit, if such qualification or exception is related to (i) an upcoming Maturity Date under the Facilities or the ABL Facility or (ii) any potential inability to satisfy any
financial maintenance covenant included in any Indebtedness of Holdings or its Subsidiaries on a future date in a future period), by Holdings’ independent auditor (it being agreed that the furnishing of Holdings’ or any Parent
Entity’s annual report on Form 10-K for such year, as filed with the SEC, will satisfy Holdings’ obligation under this Subsection 7.1(a) with respect to such year, including with respect to
the requirement that such financial statements be reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, so long as the report included in such Form 10-K does not contain any “going concern” or like qualification or exception (other than a “going concern” or like qualification or exception with respect to (i) an upcoming Maturity
Date under the Facilities or the ABL Facility or (ii) any potential inability to satisfy any financial maintenance covenant included in any Indebtedness of Holdings or its Subsidiaries on a future date or in a future period); 

(b) not later than 45 days following the end of the first three quarterly periods of each Fiscal Year of Holdings commencing with the fiscal
quarter ending June 30, 2015 (or such longer period as may be permitted by the SEC if Holdings were then subject to SEC reporting requirements as a non-accelerated filer), the unaudited consolidated balance sheet of Holdings as at the end of
such quarter and the related unaudited consolidated statements of operations and changes in cash flows of Holdings for such quarter and the portion of the Fiscal Year through the end of such quarter, setting forth (solely with respect to the reports
delivered pursuant to clause (ii) above) in comparative form the figures for and as of the corresponding periods of the previous year in each case certified by a Responsible Officer of Holdings as being fairly stated in all material respects
(subject to normal year end audit and other adjustments) (it being agreed that the furnishing of Holdings’ or any Parent Entity’s quarterly report on Form 10-Q for such quarter, as filed with the
SEC, will satisfy Holdings’ obligations under this Subsection 7.1(b) with respect to such quarter); 
 (c) to the extent
applicable, concurrently with any delivery of consolidated financial statements referred to in Subsections 7.1(a) and (b) above, related unaudited condensed consolidating financial statements and appropriate reconciliations
reflecting the material adjustments necessary (as determined by Holdings in good faith) to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; and 

(d) all such financial statements delivered pursuant to Subsection 7.1(a) or (b) to (and, in the case of any financial
statements delivered pursuant to Subsection 7.1(b) shall be certified by a Responsible Officer of Holdings to) fairly present in all material respects the financial condition of Holdings and its Subsidiaries in conformity with GAAP and to be
(and, in the case of any financial statements delivered pursuant to Subsection 7.1(b) shall be certified by a Responsible Officer of Holdings as being) in reasonable detail and prepared in accordance with GAAP applied consistently throughout
the periods reflected therein and with prior periods that began on or after the Closing Date (except as disclosed therein, and except, in the case of any financial statements delivered pursuant to Subsection 7.1(b), for the absence of certain
notes and subject to normal year-end audit and other adjustments). 

  
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 7.2 Certificates; Other Information. Furnish to the Administrative Agent for delivery
to each Lender (and the Administrative Agent agrees to make and so deliver such copies): 
 (a) concurrently with the delivery of the
financial statements and reports referred to in Subsections 7.1(a) and (b), a certificate signed by a Responsible Officer of Holdings in substantially the Form of Exhibit U or such other form as may be agreed between Holdingsthe Borrower Representative and the
Administrative Agent (a “Compliance Certificate”) (i) stating that such Responsible Officer has obtained no knowledge of any Default or Event of Default, except, in each case, as specified in such certificate,
(ii) commencing with the Compliance Certificate for the Fiscal Year ended December 31, 2016, if (A) delivered with the financial statements required by Subsection 7.1(a) and (B) the Consolidated
Secured Leverage Ratio as of the last day of the immediately preceding Fiscal Year was greater than or equal to 3.40:1.00, setting forth in reasonable detail the amount of (and the calculations required to establish the amount of) Excess Cash Flow
for the respective Fiscal Year covered by such financial statements and (iii) setting forth in reasonable detail (and the calculations required to establish) the Consolidated Secured Leverage Ratio as of the last day of the applicable
Fiscal Year or fiscal quarter then-ended; 
 (b) within five Business Days after the same are filed, copies of all financial statements and
periodic reports which Holdings may file with the SEC or any successor or analogous Governmental Authority; 
 (c) within five Business Days
after the same are filed, copies of all registration statements and any amendments and exhibits thereto, which Holdings may file with the SEC or any successor or analogous Governmental Authority; 

(d) promptly, such additional financial and other information as any Agent or the Required Lenders through the Administrative Agent may from
time to time reasonably request; and 
 (e) promptly upon reasonable request from the Administrative Agent calculations of Consolidated
EBITDA and other Fixed GAAP Terms as reasonably requested by the Administrative Agent promptly following receipt of a written notice from Holdings electing to change the Fixed GAAP Date, which calculations shall show the calculations of the
respective Fixed GAAP Terms both before and after giving effect to the change in the Fixed GAAP Date and identify the material change(s) in GAAP giving rise to the change in such calculations. 

Documents required to be delivered pursuant to Subsection 7.1(a), 7.1(b), 7.1(c), 7.2(a), 7.2(b),
7.2(c), 7.2(d) or 7.2(e) may at
Holdings’the Borrower
Representative’s option be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which Holdings or the Borrower Representative posts such documents, or provides
a link thereto on Holdings’or the Borrower Representative’s (or any Parent Entity’s) website on the Internet at the website address listed on Schedule 7.2 (or such other website address as Holdings or the Borrower Representative may specify by written notice to
the Administrative Agent from time to time); or (ii) on which such documents are posted on Holdings’
or the Borrower Representative’s (or any Parent
Entity’s) behalf on an Internet or intranet website to which each Lender and the Administrative Agent have access (whether a commercial, third-party website
(including any website maintained by the SEC) or
whether sponsored by the Administrative Agent). Following the electronic delivery of any such documents by posting such documents to a website in accordance with the preceding sentence (other than the posting by Holdings or the Borrower Representative of any such documents on any
website maintained for or sponsored by the Administrative Agent), Holdings shall promptly provide the Administrative Agent notice of such delivery (which notice may be by facsimile or electronic mail) and the electronic location at which such
documents may be accessed; provided that, in the absence of bad faith, the failure to provide such prompt notice shall not constitute a Default hereunder. 

7.3 Payment of Taxes. Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be,
all taxes except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings diligently conducted and reserves in conformity with GAAP with respect thereto have been provided on the books of Holdings or
any of its Restricted Subsidiaries, as the case may be, or except to the extent that failure to do so, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 

  
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 7.4 Conduct of Business and Maintenance of Existence; Compliance with Contractual
Obligations and Requirements of Law. Preserve, renew and keep in full force and effect its existence and take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of the business of
Holdings and its Restricted Subsidiaries, taken as a whole, except as otherwise permitted pursuant to Subsection 8.4 or 8.7, provided that Holdings and its Restricted Subsidiaries shall not be required to maintain any such
rights, privileges or franchises and
Holdings’ and its Restricted
Subsidiaries shall not be required to maintain such existence, if the failure to do so would not reasonably be expected to have a Material Adverse Effect; and comply with all Contractual Obligations and Requirements of Law except to the extent that
failure to comply therewith, in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
Each Person incorporated in the Netherlands shall maintain its centre of main interest in the Netherlands for the purposes of the Insolvency Regulation. 

7.5 Maintenance of Property; Insurance. 

(a)
(i) Keep all property necessary in the business of
Holdings and its Restricted Subsidiaries, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; (ii) use commercially reasonable efforts
to maintain with financially sound and reputable insurance companies (or any Captive Insurance Subsidiary) insurance on, or self-insure, all property material to the business of Holdings and its Restricted Subsidiaries, taken as a whole, in at least
such amounts and against at least such risks (but including in any event public liability and business interruption) as are usually insured against in the same general area by companies engaged in the same or a similar business;
(iii) furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; (iv) use commercially reasonable efforts to maintain property and liability policies that provide
that in the event of any cancellation thereof during the term of the policy, either by the insured or by the insurance company, the insurance company shall provide to the secured party at least 30 days prior written notice thereof, or in the case of
cancellation for non-payment of premium, ten days prior written notice thereof; (v) in the event of any material change in any of the property or liability policies referenced in the preceding clause (iv), use commercially
reasonable efforts to provide the Administrative Agent with at least 30 days prior written notice thereof; and (vi) use commercially reasonable efforts to ensure,
that, subject to the ABL Intercreditor Agreement,
the Intercreditor Agreement or any Other Intercreditor Agreement and the Foreign Subsidiary Documentation
Principles, at all times the Collateral Agent for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by Holdings and each
Subsidiary Guarantor and the Collateral Agent for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance maintained by Holdings and each Subsidiary Guarantor; provided that, unless an Event of
Default shall have occurred and be continuing, (A) the Collateral Agent shall turn over to Holdings any amounts received by it as an additional insured or loss payee under any property insurance maintained by Holdings and its
Subsidiaries, (B) the Collateral Agent agrees that Holdings and/or its applicable Subsidiary shall have the sole right to adjust or settle any claims under such insurance and (C) all proceeds from a Recovery Event shall be
paid to Holdings. 
 (b) With respect to each property of the Loan Parties subject to a Mortgage: 

(i) If any portion of any such property is located in an area identified as a special flood hazard area by the Federal
Emergency Management Agency or other applicable agency, such Loan Party shall maintain or cause to be maintained, flood insurance to the extent required by, and in compliance with, applicable laws and deliver to the Administrative Agent evidence of
such insurance. 
 (ii) The applicable Loan Party promptly shall comply with and conform to (i) all provisions of
each such insurance policy, and (ii) all requirements of the insurers applicable to such party or to such property or to the use, manner of use, occupancy, possession, operation, maintenance, alteration or repair of such property, except
for such non-compliance or non-conformity as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

(iii) If Holdings is in default of its obligations to insure or deliver any such prepaid policy or policies, the result of
which would reasonably be expected to have a Material Adverse Effect, then the Administrative Agent, at its option upon ten days’ written notice to Holdingsthe Borrower Representative, may effect such insurance from year to year at rates substantially similar to the rate at which
Holdings or any Restricted Subsidiary had insured such property, and pay the premium or premiums therefor, and Holdingsthe Borrowers shall pay to the Administrative Agent on demand such premium or premiums so paid by the Administrative Agent
with interest from the time of payment at a rate per annum equal to 2.00%. 

  
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 (iv) If such property, or any part thereof, shall be destroyed or damaged
and the reasonably estimated cost thereof would exceed $25.0 million, the Borrower Representative shall give prompt notice thereof to the Administrative Agent. All insurance proceeds paid or payable in connection with any damage or casualty to any property shall be applied in the manner specified in the
proviso to Subsection 7.5(a). 
 7.6 Inspection of Property; Books and Records; Discussions. In the case of Holdings,
keep proper books and records in a manner to allow financial statements to be prepared in conformity with GAAP consistently applied in respect of all material financial transactions and matters involving the material assets and business of Holdings
and its Restricted Subsidiaries, taken as a whole; and permit representatives of the Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to
discuss the business, operations, properties and financial and other condition of Holdings and its Restricted Subsidiaries with officers of Holdings and its Restricted Subsidiaries and with its independent certified public accountants, in each case
at any reasonable time, upon reasonable notice, and as often as may reasonably be desired; provided that representatives of Holdings may be present during any such visits, discussions and inspections. Notwithstanding anything to the contrary
in Subsection 7.2(d) or in this Subsection 7.6, none of Holdings or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that
constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Law or any binding
agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product. 
 7.7
Notices. Promptly give notice to the Administrative Agent and each Lender of: 
 (a) as soon as possible after a Responsible Officer
of Holdings knows thereof, the occurrence of any Default or Event of Default; 
 (b) as soon as possible after a Responsible Officer of
Holdings knows thereof, any default or event of default under any Contractual Obligation of Holdings or any of its Restricted Subsidiaries, other than as previously disclosed in writing to the Lenders, which would reasonably be expected to have a
Material Adverse Effect; 
 (c) as soon as possible after a Responsible Officer of Holdings knows thereof, the occurrence of
(i) any default or event of default under the Senior Notes Indenture, (ii) any default or event of default under the Senior ABL Facility or (iii) any payment default under any Additional Obligations Documents or
under any agreement or document governing other Indebtedness, in each case relating to Indebtedness in an aggregate principal amount equal to or greater than $150.0 million; 

(d) as soon as possible after a Responsible Officer of Holdings knows thereof, any litigation, investigation or proceeding affecting Holdings
or any of its Restricted Subsidiaries that would reasonably be expected to have a Material Adverse Effect; 
 (e) the following events, as
soon as possible and in any event within 30 days after a Responsible Officer of Holdings or any of its Restricted Subsidiaries knows thereof: (i) the occurrence or expected occurrence of any Reportable Event (or similar event) with
respect to any Single Employer Plan (or Foreign Plan), a failure to make any required contribution to a Single Employer Plan, Multiemployer Plan or Foreign Plan, the creation of any Lien on the property of Holdings or its Restricted Subsidiaries in
favor of the PBGC, a Plan or a Foreign Plan or any withdrawal from, or the full or partial termination, ERISA Reorganization or Insolvency of, any Multiemployer Plan or Foreign Plan; or (ii) the institution of proceedings or the taking
of any other formal action by the PBGC or Holdings or any of its Restricted Subsidiaries or any Commonly Controlled Entity or any Multiemployer Plan which would reasonably be expected to result in the withdrawal from, or the termination, ERISA
Reorganization or Insolvency of, any Single Employer Plan, Multiemployer Plan or Foreign Plan; provided, however, that no such notice will be required under clause (i) or (ii) above unless the event giving rise to such
notice, when aggregated with all other such events under clause (i) or (ii) above, would be reasonably expected to result in a Material Adverse Effect; 

  
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 (f) as soon as possible after a Responsible Officer of Holdings knows thereof,
(i) any release or discharge by Holdings or any of its Restricted Subsidiaries of any Materials of Environmental Concern required to be reported under applicable Environmental Laws to any Governmental Authority, unless Holdings
reasonably determines that the total Environmental Costs arising out of such release or discharge would not reasonably be expected to have a Material Adverse Effect, (ii) any condition, circumstance, occurrence or event not previously
disclosed in writing to the Administrative Agent that would reasonably be expected to result in liability or expense under applicable Environmental Laws, unless Holdings reasonably determines that the total Environmental Costs arising out of such
condition, circumstance, occurrence or event would not reasonably be expected to have a Material Adverse Effect, or would not reasonably be expected to result in the imposition of any lien or other material restriction on the title, ownership or
transferability of any facilities and properties owned, leased or operated by Holdings or any of its Restricted Subsidiaries that would reasonably be expected to result in a Material Adverse Effect; and (iii) any proposed action to be
taken by Holdings or any of its Restricted Subsidiaries that would reasonably be expected to subject Holdings or any of its Restricted Subsidiaries to any material additional or different requirements or liabilities under Environmental Laws, unless
Holdings reasonably determines that the total Environmental Costs arising out of such proposed action would not reasonably be expected to have a Material Adverse Effect; and 

(g) as soon as possible after a Responsible Officer of theany Borrower knows thereof, any loss, damage, or destruction to a significant portion of the Collateral, whether or not
covered by insurance. 
 Each notice pursuant to this Subsection 7.7 shall be accompanied by a statement of a Responsible Officer of
Holdingsthe Borrower Representative
(and, if applicable, the relevant Commonly Controlled Entity or Restricted Subsidiary) setting forth details of the occurrence referred to therein and stating what action
Holdingsthe Borrower Representative
(or, if applicable, the relevant Commonly Controlled Entity or Restricted Subsidiary) proposes to take with respect thereto. 
 7.8
Environmental Laws. 
 (a) (i) Comply substantially with, and require substantial compliance by all tenants, subtenants,
contractors, and invitees with, all applicable Environmental Laws; (ii) obtain, comply substantially with and maintain any and all Environmental Permits necessary for its operations as conducted and as planned; and
(iii) require that all tenants, subtenants, contractors, and invitees to obtain, comply substantially with and maintain any and all Environmental Permits necessary for their operations as conducted and as planned, with respect to any
property leased or subleased from, or operated by Holdings or its Restricted Subsidiaries. For purposes of this Subsection 7.8(a), noncompliance shall not constitute a breach of this covenant, provided that, upon learning of any actual
or suspected noncompliance, Holdings and any such affected Restricted Subsidiary shall promptly undertake and diligently pursue reasonable efforts, if any, to achieve compliance, and provided, further, that in any case such
noncompliance would not reasonably be expected to have a Material Adverse Effect. 
 (b) Promptly comply, in all material respects, with all
orders and directives of all Governmental Authorities regarding Environmental Laws, other than such orders or directives (i) as to which the failure to comply would not reasonably be expected to result in a Material Adverse Effect or
(ii) as to which: (x) appropriate reserves have been established in accordance with GAAP; (y) an appeal or other appropriate contest is or has been timely and properly taken and is being diligently pursued in good
faith; and (z) if the effectiveness of such order or directive has not been stayed, the failure to comply with such order or directive during the pendency of such appeal or contest would not reasonably be expected to have a Material
Adverse Effect. 
 7.9 After-Acquired Real Property and Fixtures; Subsidiaries. 

(a) With respect to any owned real property or fixtures thereon located in the United States of America, in each case with a purchase price or
a fair market value at the time of acquisition of at least $10.0 million, in which any Loan Party acquires ownership rights at any time after the Closing Date (or owned by any Subsidiary that becomes a Loan Party after the Closing Date), within 90
days (or such longer period as the Administrative Agent may agree in its sole discretion) of such acquisition, or such Subsidiary becoming a Loan Party, grant to the Collateral Agent for the benefit of the Secured Parties, a Lien of record on all
such owned real property and fixtures pursuant to a Mortgage or otherwise, upon terms reasonably satisfactory in form and substance to the Collateral Agent and in accordance with any applicable requirements of any Governmental Authority (including
any required appraisals of such property under FIRREA and life-of-loan flood determinations under Regulation H of the Board); provided that (i) nothing in this Subsection 7.9 shall defer or impair the attachment or
perfection of any security interest in any 

  
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Collateral covered by any of the Security Documents which would attach or be perfected pursuant to the terms thereof without action by Holdings, any of its Restricted Subsidiaries or any other
Person and (ii) no such Lien shall be required to be granted as contemplated by this Subsection 7.9 on any owned real property or fixtures the acquisition of which is, or is to be, within 180 days of such acquisition, financed or
refinanced, in whole or in part through the incurrence of Indebtedness, until such Indebtedness is repaid in full (and not refinanced) or, as the case may be, Holdings determines not to proceed with such financing or refinancing. In connection with
any such grant to the Collateral Agent, for the benefit of the Secured Parties, of a Lien of record on any such real property pursuant to a Mortgage or otherwise in accordance with this Subsection 7.9, Holdings or such Restricted Subsidiary
shall deliver or cause to be delivered to the Collateral Agent corresponding UCC fixture filings and any surveys, appraisals (including any required appraisals of such property under FIRREA), title insurance policies, local law enforceability legal
opinions and other documents in connection with such grant of such Lien obtained by it in connection with the acquisition of such ownership rights in such real property or as the Collateral Agent shall reasonably request (in light of the value of
such real property and the cost and availability of such UCC fixture filings, surveys, appraisals, title insurance policies, local law enforceability legal opinions and other documents and whether the delivery of such UCC fixture filings, surveys,
appraisals, title insurance policies, legal opinions and other documents would be customary in connection with such grant of such Lien in similar circumstances) and Phase I environmental assessment reports, if available. 

(b) With respect to any Domestic Subsidiary that is a
Wholly Owned Subsidiary (other than an Excluded Subsidiary) (iw) created or acquired subsequent to the Closing Date by Holdings or any of its Domestic Subsidiaries that are Wholly Owned Subsidiaries (other than an Excluded Subsidiary)any Loan Party, (iix) being designated as a Restricted Subsidiary,
(iiiy) ceasing to be an
Immaterial Subsidiary, a Foreign Subsidiary Holdco or other Excluded Subsidiary as provided in
the applicable definition thereof after the expiry of any applicable period referred to in such definition or (ivz) that becomes a Domestic Subsidiary as a result of a transaction pursuant to, and permitted by, Subsection 8.2
or 8.7 (other than an Excluded Subsidiary), promptly notify the Administrative Agent of
such occurrence and, if the Administrative Agent or the Required Lenders so request, promptly (i) cause the Loan Party that is requiredowns the Capital Stock of such new Domestic Subsidiary to grant
to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest
in the Capital Stock of such new Domestic Subsidiary owned directly by such Loan Party by executing and
delivering (x) if such Loan Party is organized in a jurisdiction in the United States (as and to the extent provided in the Guarantee and Collateral Agreement) in the Capital Stock of such new Domestic Subsidiary owned directly by Holdings or any of its Domestic Subsidiaries that are Wholly Owned Subsidiaries (other than
Excluded Subsidiaries) to execute and deliver,
a Supplemental Agreement (as defined in the Guarantee and Collateral Agreement) pursuant to Section 9.15 of the Guarantee and Collateral
Agreement or (y) if such Loan Party is a Foreign Subsidiary, a new security document reasonably
satisfactory to the Collateral Agent, subject to the Foreign Subsidiary Documentation Principles, (ii) deliver to the Collateral Agent, the applicable Collateral Representative or
any Additional Agent, in accordance with the applicable ABL Intercreditor Agreement, Intercreditor Agreement or Other Intercreditor Agreement, the certificates (if any) representing such Capital Stock, together with undated stock powers, executed
and delivered in blank by a duly authorized officer of the parent of such new Domestic Subsidiary, and (iii) cause such new Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and
(B) to take all actions reasonably deemed by the Collateral Agent to be necessary or advisable to cause the Lien created by the Guarantee and Collateral Agreement in such new Domestic Subsidiary’s Collateral to be duly perfected in
accordance with all applicable Requirements of Law (as and to the extent provided in the Guarantee and Collateral Agreement), including the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral
Agent. In addition, Holdings may elect to cause any Restricted Subsidiary (including any Excluded Subsidiary)
that is not required to become a Subsidiary Guarantor to become a Subsidiary Guarantor and, if applicable, to cease to be an Excluded Subsidiary, by executing and delivering a Loan Party Guaranty (or a supplement or joinder contemplated thereby);
provided that (x) the Borrower Representative shall cause to be delivered all documentation and other information about such Subsidiary Guarantor as shall be mutually agreed to be required by U.S. regulatory authorities under applicable
“know your customer” and anti-money laundering rules and regulations, including the Patriot Act and (y) the jurisdiction of organization of such Subsidiary Guarantor, if not the United States, shall be a jurisdiction that is
reasonably acceptable to the Administrative Agent; provided further that at the time of such election (x) if such Subsidiary is a Domestic Subsidiary, all documents to be executed and all actions of the type contemplated by the first sentence
of this clause (b) shall have been delivered or taken by such Domestic Subsidiary and the Loan Party that owns the Capital Stock of such Domestic Subsidiary and (y) if such Subsidiary is a Foreign Subsidiary, all documents to be executed
and all actions of the type contemplated by clause (c) below shall have been delivered or taken by such Foreign Subsidiary and the Loan Party that owns the Capital Stock of such Foreign Subsidiary.  

  
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(c) Subject in all cases
to the Foreign Subsidiary Documentation Principles, with respect to any Foreign Subsidiary that is a Subsidiary Borrower or Subsidiary Guarantor, promptly (and, solely in the case of a Subsidiary Borrower, in any event within 60 days following
designation of such Subsidiary Borrower as a Borrower hereunder (or such other period as the Incremental Lenders providing Incremental Commitments or Incremental Term Loans to such Subsidiary Borrower may agree)), (i) cause (to the extent
required under the Foreign Subsidiary Documentation Principles) the Loan Party that owns the Capital Stock of such Foreign Subsidiary to execute and deliver the applicable Security Documents to grant to the Collateral Agent, for the benefit of the
Secured Parties, a perfected first priority security interest (as and to the extent provided in the applicable Security Documents) in the Capital Stock of such new Foreign Subsidiary owned by any Loan Party, (ii) cause such Foreign Subsidiary
to execute and deliver the applicable Security Documents governed by the laws of the jurisdiction of organization of such Foreign Subsidiary, (iii) take all actions reasonably deemed by the Collateral Agent to be necessary or advisable to cause
the Lien created by the applicable Security Documents in such new Foreign Subsidiary’s Collateral and in the Capital Stock of such Foreign Subsidiary to be duly perfected in accordance with the Foreign Subsidiary Documentation Principles and
(iv) if requested by the Collateral Agent, cause to be delivered to the Collateral Agent, customary legal opinions. 

(c
d) Subject in all cases of a
Foreign Subsidiary to the Foreign Subsidiary Documentation Principles, with respect to any Foreign Subsidiary or Domestic Subsidiary that is a Non-Wholly Owned Subsidiary created or acquired
subsequent to the Closing Date by Holdings or any of its Domestic Subsidiaries that are Wholly Owned Subsidiaries (in each case, other than any Excluded
Subsidiary)a Loan Party, the Capital
Stock of which is owned directly by Holdings or a Domestic Subsidiary that is a Wholly Owned Subsidiary (other than an Excluded
Subsidiary)a Loan Party, promptly
notify the Administrative Agent of such occurrence and if the Administrative Agent or the Required Lenders so request, promptly
(i) cause the Loan Party that is required to grant to
the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (as and to the extent provided in the Guarantee and Collateral Agreement or the applicable other Security Document) in the Capital Stock
of such new Subsidiary that is directly owned by Holdings or any Domestic Subsidiary that is a Wholly Owned Subsidiary (other than an Excluded
Subsidiary) to execute and deliver a Supplemental Agreement (as defined in the Guarantee and Collateral Agreement) pursuant to Section 9.15 of the Guarantee and Collateral Agreement
or such other supplement or additional agreement as may be required pursuant to the other Security
Documents and (ii) to the extent reasonably deemed advisable by the Collateral Agent, deliver to the Collateral Agent, the applicable Collateral Representative or any Additional
Agent, in accordance with the applicable ABL Intercreditor Agreement, Intercreditor Agreement or Other Intercreditor Agreement, the certificates, if any, representing such Capital Stock, together with undated stock powers, executed and delivered in
blank by a duly authorized officer of the relevant parent of such new Subsidiary and take such other action as may be reasonably deemed by the Collateral Agent to be necessary or desirable to perfect the Collateral Agent’s security interest
therein (in each case as and to the extent required by the Guarantee and Collateral Agreement or the
applicable other Security Document); provided that in either case in no event shall more than 65.0% of each series of Capital Stock of any new Foreign Subsidiary of any Loan Party organized in the United States be required to
be so pledged. Subject in all cases of a Foreign Subsidiary to the Foreign Subsidiary Documentation
Principles, promptly following the acquisition of any property by any Loan Party that is not automatically subject to a valid and perfected (or equivalent under foreign law) Lien in favor of the Collateral Agent for the benefit of the Secured Party
under the then existing Security Documents (in the case of (x) a Loan Party organized in the United States other than Excluded Assets and (y) in the case of any Loan Party organized outside of the United States, other than property that is
not required to be Collateral pursuant to the exclusions set forth in the Foreign Subsidiary Documentation Principles), promptly notify the Collateral Agent, and deliver such security documents and take such actions reasonably requested by the
Collateral Agent to cause such assets to be subject to a valid and perfected (or equivalent under foreign law) Lien in favor of the Collateral Agent for the benefit of the Secured Parties, and to the extent possible under applicable law, such
security documents and actions will be consistent with the existing Security Documents. 

  
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 (ae) At its own expense, execute, acknowledge and deliver, or cause the execution, acknowledgement and delivery of, and
thereafter register, file or record in an appropriate governmental office, any document or instrument reasonably deemed by the Collateral Agent to be necessary or desirable for the creation, perfection and priority and the continuation of the
validity, perfection and priority of the foregoing Liens or any other Liens created pursuant to the Security Documents (to the extent the Collateral Agent determines, in its reasonable discretion, that such action is required to ensure the
perfection or the enforceability as against third parties of its security interest in such Collateral) in each case in accordance with, and to the extent required by, the Guarantee and Collateral Agreement. 

(bf) Notwithstanding anything to the contrary in this Agreement,
(A) the foregoing requirements shall be subject to the terms of the ABL Intercreditor Agreement, the Intercreditor Agreement or any Other Intercreditor Agreement and, in the event of any conflict with such terms, the terms of the ABL
Intercreditor Agreement, the Intercreditor Agreement or any Other Intercreditor Agreement, as applicable, shall control, (B) no security interest or lien is or will be granted pursuant to any Loan Document or otherwise in any right,
title or interest of any of Holdings, Holdings or any of its Domestic Subsidiaries in, and “Collateral” shall not
include, any Excluded Asset, (C) other than in respect of Capital Stock of Loan Parties, no Loan Party organized in the United States or any Affiliate thereof organized in the United States shall be required to take any action in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create any security interests in assets located or titled outside of the U.S. or
to perfect any security interests (it being understood that, with respect to any Loan Party organized in the
United States, there shall be no security agreements or, pledge agreements or other Security Documents governed under the laws of any
non-U.S.
jurisdiction),
other than in respect of Capital Stock of Loan Parties), in each case in respect of such Loan Party, (D) to the extent not automatically perfected by filings under the Uniform
Commercial Code of each applicable jurisdiction, no Loan Party organized in the United States shall be required to take any actions in order to perfect any security interests granted with respect to any assets specifically requiring perfection through control (including cash, cash equivalents, deposit
accounts, securities accounts, but excluding Capital Stock required to be delivered pursuant to Subsections 7.9(b) and (c) above) except to the extent required by the ABL Facility, and (E) nothing in this Subsection 7.9 or any Security Document shall require that any Subsidiary grant a Lien with respect to any property or assets in which such
Subsidiary acquires ownership rights to the extent that Holdings and the Administrative Agent reasonably determine in writing that the costs or other consequences to Holdings or any of its Subsidiaries of the granting of such a Lien is excessive in
view of the benefits that would be obtained by the Secured
Parties.
and (F) the security interests and Liens to be granted by Loan Parties that are not Domestic Subsidiaries shall be subject to the Foreign Subsidiary Documentation Principles. For further certainty (and the Foreign Subsidiary Documentation
Principles will be deemed to require), (x) in the event that a Foreign Subsidiary that is a Loan Party is incorporated in the United States, any state thereof or the District of Columbia, such Foreign Subsidiary shall be required to provide
guarantees and security on substantially the same terms as the Loan Parties that are Domestic Subsidiaries and (y) in the event that a Loan Party that is incorporated in the United States, any state thereof or the District of Columbia owns
Capital Stock in a Loan Party that is not incorporated in the United States, any state thereof or the District of Columbia, the Capital Stock of such Loan Party will be pledged pursuant to security documents governed by the laws of the place of
organization of the Loan Party whose shares are being pledged. 
 7.10 Use
of Proceeds. Use the proceeds of Loans only for the purposes set forth in Subsection 5.16. 
 7.11 Commercially Reasonable
Efforts to Maintain Ratings. At all times, Holdings shall use commercially reasonable efforts to maintain ratings of the Term B Loans and a corporate rating and corporate family rating, as applicable, for Holdings by each of S&P and
Moody’s. 
 7.12 Accounting Changes. Holdings will, for financial reporting purposes, cause Holdings’ and each of its
Subsidiaries’ Fiscal Years to end on December 31st of each calendar year; provided that Holdingsthe Borrower Representative may, upon written notice to the Administrative Agent, change the financial reporting convention
specified above to any other financial reporting convention reasonably acceptable to the Administrative Agent, in which case Holdingsthe Borrower Representative and the Administrative Agent will, and are hereby authorized by the Lenders to, make any
adjustments to this Agreement that are necessary in order to reflect such change in financial reporting. 
 7.13 Post-Closing Security
Perfection. Holdings agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as set forth on Schedule 7.13 within the applicable time periods set forth on Schedule
7.13, as such time periods may be extended by the Administrative Agent, in its sole discretion. 

  
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7.14 Taxes. 
 (a) Any fiscal
unity (fiscale
eenheid) for Dutch tax purposes in which a Loan Party is included shall consist of Loan Parties and/or Restricted
Subsidiaries only. 

(b) If, at any time, a Loan Party is a member of a fiscal unity
(fiscale
eenheid) for Dutch corporate income tax (vennootschapsbelasting)
 purposes and such fiscal unity is, in respect of that Loan Party, terminated (verbroken) or disrupted
(beëindigd)
 as a result of or in connection with any Agent enforcing its rights under any Loan Document, such Loan Party shall, at the request of the Administrative Agent and together with the parent company (moedermaatschappij)
 or deemed parent company (aangewezen moedermaatschappij) of that fiscal unity, for no consideration and as soon as reasonably practicable, lodge a request with the relevant Governmental Authority
to allocate and surrender any tax losses (within the meaning of Article 20 of the Dutch Corporate Income Tax Act
(Wet op de vennootschapsbelasting 1969)) to the Loan Party leaving that fiscal unity insofar such tax losses are attributable (toerekenbaar)
 to the Loan Party leaving that fiscal unity (within the meaning of Article 15af of the Dutch Corporate Income Tax Act
(Wet op de vennootschapsbelasting 1969)). 
 SECTION 8

 Negative Covenants 

Holdings hereby agrees that, from and after the Closing Date, and until payment in full of the Loans and all Term Loan Facilities Obligations
then due and owing to any Lender or any Agent hereunder: 
 8.1 Limitation on Indebtedness. 

(a) Holdings will not, and will not permit any Restricted Subsidiary to, Incur any Indebtedness; provided, however, that Holdings or any
Restricted Subsidiary may Incur Indebtedness if on the date of the Incurrence of such Indebtedness, after giving effect to the Incurrence thereof, the Consolidated Coverage Ratio would be equal to or greater than 2.00:1.00. 

(b) Notwithstanding the foregoing Subsection 8.1(a), Holdings and its Restricted Subsidiaries may Incur the following Indebtedness: 

(i) (I) Indebtedness Incurred by the Loan Parties (a) pursuant to this Agreement and the other Loan
Documents, (b) constituting Additional Obligations (and Refinancing Indebtedness in respect thereof), (c) constituting Rollover Indebtedness (and Refinancing Indebtedness in respect thereof), (d) in respect of
Permitted Debt Exchange Notes Incurred pursuant to a Permitted Debt Exchange in accordance with Subsection 2.9 and any Refinancing Indebtedness in respect thereof and (e) pursuant to the Senior ABL Facility, in a maximum principal
amount for all such Indebtedness at any time outstanding under this clause (b)(i)(I) not exceeding in the aggregate the amount equal to the sum of (A) $2,330.0 million plus (B) the greater of
(x) $1,900.0 million and (y) an amount equal to (1) the North American Borrowing Base less (2) the aggregate principal amount of Indebtedness Incurred by Special Purpose Entities that are
Domestic Subsidiaries and then outstanding pursuant to Subsection 8.1(b)(ix), plus (C) without duplication of incremental amounts included in the definition of “Refinancing Indebtedness,” in the event of any
refinancing of any such Indebtedness, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such refinancing, and (II)
Indebtedness Incurred by the Loan Parties (a) pursuant to this Agreement and the other Loan Documents, (b) constituting Additional Obligations, (c) constituting Rollover Indebtedness and (d) in respect
of Permitted Debt Exchange Notes Incurred pursuant to a Permitted Debt Exchange in accordance with Subsection 2.9, in an aggregate principal amount for all such Indebtedness outstanding after giving effect to such Incurrence not in excess of
the Maximum Incremental Facilities Amount (for purposes of determining the amount outstanding pursuant to clause (i) of the definition of “Maximum Incremental 

  
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Facilities Amount,” treating Additional Obligations, Refinancing Indebtedness, Rollover Indebtedness and Permitted Debt Exchange Notes Incurred pursuant to this Subsection
8.1(b)(i)(II) in respect of Indebtedness Incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount” (and Refinancing Indebtedness and Permitted Debt Exchange Notes Incurred pursuant to this
Subsection 8.1(b)(i)(II) in respect of such Additional Obligations, Refinancing Indebtedness, Rollover Indebtedness and/or Permitted Debt Exchange Notes) as outstanding pursuant to such clause), together with Refinancing Indebtedness in
respect of the Indebtedness described in subclauses (a), (b) (c) and (d) of this clause (II), plus, without duplication of incremental amounts included in the definition of “Refinancing Indebtedness,” the aggregate
amount of all fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such Refinancing Indebtedness; 

(ii) Indebtedness (A) of any Restricted Subsidiary to Holdings, or (B) of Holdings or any Restricted
Subsidiary to any Restricted Subsidiary; provided that in the case of this Subsection 8.1(b)(ii), any subsequent issuance or transfer of any Capital Stock of such Restricted Subsidiary to which such Indebtedness is owed, or other
event, that results in such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of such Indebtedness (except to Holdings or a Restricted Subsidiary) will be deemed, in each case, an Incurrence of such
Indebtedness by the issuer thereof not permitted by this Subsection 8.1(b)(ii); 
 (iii) (A) Indebtedness
represented by the Senior Notes, (B) any Indebtedness (other than the Indebtedness pursuant to this Agreement and the other Loan Documents described in Subsections 8.1(b)(i)) outstanding (or Incurred pursuant to any commitment
outstanding) on the Closing Date and set forth on Schedule 8.1 and (C) any Refinancing Indebtedness Incurred in respect of any Indebtedness (or unutilized commitments) described in this Subsection 8.1(b)(iii) or
Subsection 8.1(a); 
 (iv) Purchase Money Obligations, Capitalized Lease Obligations, and in each case any Refinancing
Indebtedness with respect thereto; provided that the aggregate principal amount of such Purchase Money Obligations Incurred to finance the acquisition of Capital Stock of any Person, at any time outstanding pursuant to this clause shall not
exceed an amount equal to the greater of $300.0 million and 5.0% of Consolidated Total Assets; 
 (v) Indebtedness
(A) supported by a letter of credit issued in compliance with this Subsection 8.1 in a principal amount not exceeding the face amount of such letter of credit or (B) consisting of accommodation guarantees for the
benefit of trade creditors of Holdings or any of its Restricted Subsidiaries; 
 (vi) (A) Guarantees by Holdings
or any Restricted Subsidiary of Indebtedness or any other obligation or liability of Holdings or any Restricted Subsidiary (other than any Indebtedness Incurred by Holdings or such Restricted Subsidiary, as the case may be, in violation of this
Subsection 8.1), or (B) without limiting Subsection 8.6, Indebtedness of Holdings or any Restricted Subsidiary arising by reason of any Lien granted by or applicable to such Person securing Indebtedness of Holdings or any
Restricted Subsidiary (other than any Indebtedness Incurred by Holdings or such Restricted Subsidiary, as the case may be, in violation of this Subsection 8.1); 

(vii) Indebtedness of Holdings or any Restricted Subsidiary (A) arising from the honoring of a check, draft or
similar instrument of such Person drawn against insufficient funds in the ordinary course of business (provided that such Indebtedness is extinguished in the ordinary course of business), or (B) consisting of guarantees,
indemnities, obligations in respect of earnouts or other purchase price adjustments, or similar obligations, Incurred in connection with the acquisition or disposition of any business, assets or Person; 

(viii) Indebtedness of Holdings or any Restricted Subsidiary in respect of (A) letters of credit, bankers’
acceptances or other similar instruments or obligations issued, or relating to liabilities or obligations incurred, in the ordinary course of business (including those issued to governmental entities in connection with self-insurance under
applicable workers’ compensation statutes), (B) completion guarantees, surety, judgment, appeal or performance bonds, or other similar bonds, instruments or obligations, provided, 

  
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or relating to liabilities or obligations incurred, in the ordinary course of business, (C) Hedging Obligations, entered into for bona fide hedging purposes,
(D) Management Guarantees or Management Indebtedness, (E) the financing of insurance premiums in the ordinary course of business, (F) take-or-pay obligations under supply arrangements incurred in the ordinary
course of business, (G) netting, overdraft protection and other arrangements arising under standard business terms of any bank at which Holdings or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility
or arrangement, (H) Junior Capital in an aggregate principal amount at any time outstanding not to exceed the greater of $250.0 million and 4.50% of Consolidated Total Assets or (I) Bank Products Obligations; 

(ix) Indebtedness (A) of a Special Purpose Subsidiary secured by a Lien on all or part of the assets disposed of
in, or otherwise Incurred in connection with, a Financing Disposition or (B) otherwise Incurred in connection with a Special Purpose Financing; provided that (1) such Indebtedness is not recourse to Holdings or any
Restricted Subsidiary that is not a Special Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings); (2) in the event such Indebtedness shall become recourse to Holdings or any Restricted Subsidiary that is
not a Special Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings), such Indebtedness will be deemed to be, and must be classified by Holdings as, Incurred at such time (or at the time initially Incurred) under one
or more of the other provisions of this Subsection 8.1 for so long as such Indebtedness shall be so recourse; and (3) in the event that at any time thereafter such Indebtedness shall comply with the provisions of the preceding
subclause (1), Holdings may classify such Indebtedness in whole or in part as Incurred under this Subsection 8.1(b)(ix); 

(x) Indebtedness of (A) Holdings or any Restricted Subsidiary Incurred to finance or refinance, or otherwise
Incurred in connection with, any acquisition of assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or into Holdings or any Restricted Subsidiary; or (B) any Person that is acquired by
or merged or consolidated with or into Holdings or any Restricted Subsidiary (including Indebtedness thereof Incurred in connection with any such acquisition, merger or consolidation), provided that on the date of such acquisition, merger or
consolidation, after giving effect thereto, either (1) Holdings would have a Consolidated Total Leverage Ratio equal to or less than 5.00:1.00 or (2) the Consolidated Total Leverage Ratio of Holdings would equal or be less
than the Consolidated Total Leverage Ratio of Holdings immediately prior to giving effect thereto; provided, further, that if, at Holdings’ option, on the date of the initial borrowing of such Indebtedness or entry into the
definitive agreement providing the commitment to fund such Indebtedness, pro forma effect is given to the Incurrence of the entire committed amount of such Indebtedness, such committed amount may thereafter be borrowed and reborrowed, in whole or in
part, from time to time, without further compliance with this clause (x); and any Refinancing Indebtedness with respect to any such Indebtedness; 

(xi) Contribution Indebtedness and any Refinancing Indebtedness with respect thereto; 

(xii) Indebtedness issuable upon the conversion or exchange of shares of Disqualified Stock issued in accordance with
Subsection 8.1(a), and any Refinancing Indebtedness with respect thereto; 
 (xiii) Indebtedness of Holdings or any
Restricted Subsidiary in an aggregate principal amount at any time outstanding not exceeding an amount equal to the greater of $400.0 million and 7.0% of Consolidated Total Assets; 

(xiv) Indebtedness of Holdings or any Restricted Subsidiary Incurred as consideration in connection with any acquisition of
assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or into Holdings or any Restricted Subsidiary, and any Refinancing Indebtedness with respect thereto, in an aggregate principal amount at any
time outstanding not exceeding an amount equal to the greater of $400.0 million and 7.0% of Consolidated Total Assets; and 

  
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 (xv) Indebtedness of any Foreign Subsidiary (other than a Loan Party) in an aggregate principal amount at any
time outstanding not exceeding an amount equal to (I) the greater of (x) $400.0 million and (y) 7.0% of Foreign Consolidated Total Assets plus (II) an amount equal (but not less than zero) to
(A) the Foreign Borrowing Base less the Foreign Borrowing Base as calculated on March 31, 2015 less (B) the aggregate principal amount of Indebtedness Incurred by Special Purpose Subsidiaries that are Foreign
Subsidiaries and then outstanding pursuant to clause (ix) of this paragraph (b) in excess of the amount set forth in the immediately preceding clause (A) plus (III) in the event of any refinancing of any
Indebtedness Incurred under this clause (xv), the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such refinancing.; 

(xvi)
Indebtedness arising under a declaration of joint and several liability used for the purpose of article 2:403 of the Dutch Civil Code
(Burgerlijk
Wetboek, “DCC”) in respect of Dutch Loan Parties (and any residual liability under such declaration
arising pursuant to article 2:404(2) DCC); and 

(xvii)
with due observance of Subsection 7.14, Indebtedness arising as a result of a fiscal unity (fiscale
eenheid) for Dutch Tax purposes to the extent permitted by law. 

(c) For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and
in compliance with, this Subsection 8.1, (i) any other obligation of the obligor on such Indebtedness (or of any other Person who could have Incurred such Indebtedness under this Subsection 8.1) arising under any Guarantee,
Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation supporting such Indebtedness shall be disregarded to the extent that such Guarantee, Lien or letter of credit, bankers’ acceptance or other similar
instrument or obligation secures the principal amount of such Indebtedness; (ii) in the event that Indebtedness Incurred pursuant to Subsection 8.1(b) meets the criteria of more than one of the types of Indebtedness described in
Subsection 8.1(b), Holdings, in its sole discretion, shall classify and reclassify such item of Indebtedness and may include the amount and type of such Indebtedness in one or more of the clauses of Subsection 8.1(b) (including in part under one such clause and in part under another such
clause); provided that (if Holdings shall so determine) any Indebtedness Incurred pursuant to Subsections 8.1(b)(iv), 8.1(b)(vii), 8.1(b)(xiii), 8.1(b)(xiv) or 8.1(b)(xv) shall cease to be deemed Incurred or
outstanding for purposes of such clause but shall be deemed Incurred for the purposes of Subsection 8.1(a) from and after the first date on which Holdings or any Restricted Subsidiary could have Incurred such Indebtedness under Subsection
8.1(a) without reliance on such clause; (iii) in the event that Indebtedness could be Incurred in part under Subsection 8.1(a), Holdings, in its sole discretion, may classify and reclassify a portion of such Indebtedness as having been
Incurred under Subsection 8.1(a) and the remainder of such Indebtedness as having been Incurred under Subsection 8.1(b); (iv) the amount of Indebtedness issued at a price that is less than the principal amount thereof shall
be equal to the amount of the liability in respect thereof determined in accordance with GAAP; (v) the principal amount of Indebtedness outstanding under any subclause of Subsection 8.1(b), including for purposes of any
determination of the “Maximum Incremental Facilities Amount,” shall be determined after giving effect to the application of proceeds of any such Indebtedness to refinance any such other Indebtedness, (vi) if any Indebtedness is
Incurred to refinance Indebtedness initially Incurred (or, Indebtedness Incurred to refinance Indebtedness initially Incurred) in reliance on a basket measured by reference to a percentage of Consolidated Total Assets at the time of Incurrence or
Foreign Consolidated Total Assets at the time of Incurrence, and such refinancing would cause the percentage of Consolidated Total Assets or Foreign Consolidated Total Assets, as applicable, restriction to be exceeded if calculated based on the
Consolidated Total Assets or Foreign Consolidated Total Assets, as applicable, on the date of such refinancing, such percentage of Consolidated Total Assets restriction shall not be deemed to be exceeded so long as the principal amount of such
refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or
payable in connection with such refinancing and (vii) if any Indebtedness is Incurred to refinance Indebtedness initially Incurred (or, Indebtedness Incurred to refinance Indebtedness initially Incurred) in reliance on a basket measured
by a dollar amount, such dollar amount shall not be deemed to be exceeded (and such refinancing Indebtedness shall be deemed permitted) to the extent the principal amount of such newly Incurred Indebtedness does not exceed the principal amount of
such Indebtedness being refinanced, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such refinancing.
Notwithstanding anything herein to the contrary, Indebtedness Incurred by Holdings on the Closing Date under this Agreement shall be classified as Incurred under Subsection 8.1(b), and not under Subsection 8.1(a). 

  
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 (d) For purposes of determining compliance with any provision of Section 8.1(b)
(or any category of Permitted Liens described in the definition thereof) measured by a dollar amount or by reference to a percentage of Consolidated Total Assets or Foreign Consolidated Total Assets, in each case, for the Incurrence of Indebtedness
or Liens securing Indebtedness denominated in a foreign currency, the dollar equivalent principal amount of such Indebtedness Incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such
Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case of revolving or deferred draw Indebtedness, provided that (x) the dollar equivalent principal amount of any such Indebtedness outstanding
on the Closing Date shall be calculated based on the relevant currency exchange rate in effect on the Closing Date, (y) if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency (or in a different
currency from such Indebtedness so being Incurred), and such refinancing would cause the applicable provision of Section 8.1(b) (or category of Permitted Liens) measured by a dollar amount or be reference to a percentage of Consolidated
Total Assets or Foreign Consolidated Total Assets, as applicable, to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such provision of Section 8.1(b) (or category of Permitted
Liens) measured by a dollar amount or by reference to a percentage of Consolidated Total Assets or Foreign Consolidated Total Assets, as applicable, shall be deemed not to have been exceeded so long as the principal amount of such refinancing
Indebtedness does not exceed (i) the outstanding or committed principal amount (whichever is higher) of such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums and
other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such refinancing and (z) the dollar equivalent principal amount of Indebtedness denominated in a foreign currency and Incurred
pursuant to this Agreement, the Senior ABL Facility or the European ABL Facility shall be calculated based on the relevant currency exchange rate in effect on, at Holdings’ option, (A) the Closing Date, (B) any date on
which any of the respective commitments under this Agreement shall be reallocated between or among facilities or subfacilities thereunder, or on which such rate is otherwise calculated for any purpose thereunder, or (C) the date of such
Incurrence. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the
currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing. 
 8.2 Limitation on
Restricted Payments. 
 (a) Holdings shall not, and shall not permit any Restricted Subsidiary, directly or indirectly, to
(i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (including any such payment in connection with any merger or consolidation to which Holdings is a party) except (x) dividends or
distributions payable solely in its Capital Stock (other than Disqualified Stock) and (y) dividends or distributions payable to Holdings or any Restricted Subsidiary (and, in the case of any such Restricted Subsidiary making such
dividend or distribution, to other holders of its Capital Stock on no more than a pro rata basis, measured by value), (ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock of Holdings held by Persons other than
Holdings or a Restricted Subsidiary (other than any acquisition of Capital Stock deemed to occur upon the exercise of options if such Capital Stock represents a portion of the exercise price thereof), (iii) voluntarily purchase,
repurchase, redeem, defease or otherwise voluntarily acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Junior Debt (other than a purchase, repurchase, redemption, defeasance or other
acquisition or retirement for value in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase, redemption, defeasance or other
acquisition or retirement), or (iv) make any Investment (other than a Permitted Investment) in any Person (any such dividend, distribution, purchase, repurchase, redemption, defeasance, other acquisition or retirement or Investment being
herein referred to as a “Restricted Payment”), if at the time Holdings or such Restricted Subsidiary makes such Restricted Payment and after giving effect thereto: 

(1) an Event of Default shall have occurred and be continuing (or would result therefrom); 

(2) Holdings could not Incur at least an additional $1.00 of Indebtedness pursuant to Subsection 8.1(a); or 

  
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 (3) the aggregate amount of such Restricted Payment and all other
Restricted Payments (the amount so expended, if other than in cash, to be as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a resolution of the Board of Directors) declared or made
subsequent to the Closing Date and then outstanding would exceed, without duplication, the sum of: 
 (A) (x) $100.0
million plus (y) 50.0% of the Consolidated Net Income accrued during the period (treated as one accounting period) beginning on the first day of the fiscal quarter of Holdings in which the Closing Date occurs to the end of the most recent
fiscal quarter ending prior to the date of such Restricted Payment for which consolidated financial statements of Holdings are available (or, in case such Consolidated Net Income shall be a negative number, 100.0% of such negative number); 

(B) the aggregate Net Cash Proceeds and the fair value (as determined in good faith by Holdings) of property or assets
received (x) by Holdings as capital contributions to Holdings after the Closing Date or from the issuance or sale (other than to a Restricted Subsidiary) of its Capital Stock (other than Disqualified Stock) after the Closing Date (other
than Excluded Contributions and Contribution Amounts) or (y) by Holdings or any Restricted Subsidiary from the Incurrence by Holdings or any Restricted Subsidiary after the Closing Date of Indebtedness that shall have been converted into
or exchanged for Capital Stock of Holdings (other than Disqualified Stock) or Capital Stock of any Parent Entity, plus the amount of any cash and the fair value (as determined in good faith by Holdings) of any property or assets, received by
Holdings or any Restricted Subsidiary upon such conversion or exchange; 
 (C) (i) the aggregate amount of cash
and the fair value (as determined in good faith by Holdings) of any property or assets received from dividends, distributions, interest payments, return of capital, repayments of Investments or other transfers of assets to Holdings or any Restricted
Subsidiary from any Unrestricted Subsidiary, including dividends or other distributions related to dividends or other distributions made pursuant to Subsection 8.2(b)(ix), plus (ii) the aggregate amount resulting from the
redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary (valued in each case as provided in the definition of “Investment”); and 

(D) in the case of any disposition or repayment of any Investment constituting a Restricted Payment (without duplication of
any amount deducted in calculating the amount of Investments at any time outstanding included in the amount of Restricted Payments), the aggregate amount of cash and the fair value (as determined in good faith by Holdings) of any property or assets
received by Holdings or a Restricted Subsidiary with respect to all such dispositions and repayments. 
 (b) The provisions of Subsection
8.2(a) do not prohibit any of the following (each, a “Permitted Payment”): 
 (i) (x) any
purchase, redemption, repurchase, defeasance or other acquisition or retirement of Capital Stock of Holdings (“Treasury Capital Stock”) or any Junior Debt made by exchange (including any such exchange pursuant to the exercise of a
conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds of the issuance or sale of, Capital Stock of Holdings (other than Disqualified Stock and other than Capital
Stock issued or sold to a Subsidiary) (“Refunding Capital Stock”) or a capital contribution to Holdings, in each case other than Excluded Contribution and Contribution Amounts; provided, that the Net Cash Proceeds from such
issuance, sale or capital contribution shall be excluded in subsequent calculations under Subsection 8.2(a)(3)(B); and (y) if immediately prior to such acquisition or retirement of such Treasury Capital Stock, dividends thereon
were permitted pursuant to Subsection 8.2(b)(xi), dividends on such Refunding Capital Stock in an aggregate amount per annum not exceeding the aggregate amount per annum of dividends so permitted on such Treasury Capital Stock; 

  
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 (ii) any dividend paid or redemption made within 60 days after the date of
declaration thereof or of the giving of notice thereof, as applicable, if at such date of declaration or the giving of such notice, such dividend or redemption would have complied with this Subsection 8.2; 

(iii) Investments or other Restricted Payments in an aggregate amount outstanding at any time not to exceed the amount of
Excluded Contributions; 
 (iv) loans, advances, dividends or distributions by Holdings to any Parent Entity to permit any
Parent Entity to repurchase or otherwise acquire its Capital Stock (including any options, warrants or other rights in respect thereof), or payments by Holdings to repurchase or otherwise acquire Capital Stock of any Parent Entity or Holdings
(including any options, warrants or other rights in respect thereof), in each case from Management Investors (including any repurchase or acquisition by reason of Holdings or any Parent Entity retaining any Capital Stock, option, warrant or other
right in respect of tax withholding obligations, and any related payment in respect of any such obligation), such payments, loans, advances, dividends or distributions not to exceed an amount (net of repayments of any such loans or advances) equal
to (x)(1) $50.0 million, plus (2) $25.0 million multiplied by the number of calendar years that have commenced since the Closing Date, plus (y) the Net Cash Proceeds received by Holdings since the
Closing Date from, or as a capital contribution from, the issuance or sale to Management Investors of Capital Stock (including any options, warrants or other rights in respect thereof), to the extent such Net Cash Proceeds are not included in any
calculation under Subsection 8.2(a)(3)(B)(x), plus (z) the cash proceeds of key man life insurance policies received by Holdings or any Restricted Subsidiary (or by any Parent Entity and contributed to Holdings) since the
Closing Date to the extent such cash proceeds are not included in any calculation under Subsection 8.2(a)(3)(A); provided that any cancellation of Indebtedness owing to Holdings or any Restricted Subsidiary by any Management Investor
in connection with any repurchase or other acquisition of Capital Stock (including any options, warrants or other rights in respect thereof) from any Management Investor shall not constitute a Restricted Payment for purposes of this covenant or any
other provision of this Agreement; 
 (v) the payment by Holdings of, or loans, advances, dividends or distributions by
Holdings to any Parent Entity to pay, dividends on the common stock, units or equity of Holdings or any Parent Entity in an amount not to exceed in any Fiscal Year of Holdings the greater of (x) 6.0% of the aggregate gross proceeds
received by Holdings (whether directly, or indirectly through a contribution to common equity capital) in or from a public offering (including from the IPO) and (y) 6.0% of Market Capitalization; 

(vi) Restricted Payments (including loans or advances) in an aggregate amount outstanding at any time not to exceed an amount
(net of repayments of any such loans or advances) equal to the greater of $400.0 million and 7.0% of Consolidated Total Assets; 

(vii) loans, advances, dividends or distributions to any Parent Entity or other payments by Holdings or any Restricted
Subsidiary (A) to satisfy or permit any Parent Entity to satisfy obligations under the Management Agreements, (B) pursuant to any Tax Sharing Agreement or (C) to pay or permit any Parent Entity to pay (but without
duplication) any Parent Expenses or any Related Taxes; 
 (viii) payments by Holdings, or loans, advances, dividends or
distributions by Holdings to any Parent Entity to make payments, to holders of Capital Stock of Holdings or any Parent Entity in lieu of issuance of fractional shares of such Capital Stock; 

(ix) dividends or other distributions of, or Investments paid for or made with, Capital Stock, Indebtedness or other securities
of Unrestricted Subsidiaries; 
 (x) [reserved]; 

  
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 (xi) (A) dividends on any Designated Preferred Stock of Holdings
issued after the date hereof; provided that at the time of such issuance and after giving effect thereto on a pro forma basis, the Consolidated Coverage Ratio would be at least 2.00:1.00; (B) loans, advances, dividends or
distributions to any Parent Entity to permit dividends on any Designated Preferred Stock of any Parent Entity issued after the date hereof if the net proceeds of the issuance of such Designated Preferred Stock have been contributed to Holdings or
any of its Restricted Subsidiaries in cash; provided that the aggregate amount of all loans, advances, dividends or distributions paid pursuant to this subclause (B) shall not exceed the net proceeds of such issuance of Designated
Preferred Stock received by or contributed to Holdings or any of its Restricted Subsidiaries; or (C) any dividend on Refunding Capital Stock of Holdings that is Preferred Stock, provided that at the time of the declaration of such
dividend and after giving effect thereto on a pro forma basis, the Consolidated Coverage Ratio would be at least 2.00:1.00; 

(xii) distributions or payments of Special Purpose Financing Fees; 

(xiii) the declaration and payment of dividends to holders of any class or series of Disqualified Stock, or of any Preferred
Stock of a Restricted Subsidiary, Incurred in accordance with the terms of Subsection 8.1; 
 (xiv) any purchase,
redemption, repurchase, defeasance or other acquisition or retirement of any Junior Debt (v) made by exchange for, or out of the proceeds of the Incurrence of, (1) Refinancing Indebtedness Incurred in compliance with
Subsection 8.1 or (2) new Indebtedness of Holdings, or a Restricted Subsidiary, as the case may be, Incurred in compliance with Subsection 8.1, so long as such new Indebtedness satisfies all requirements for
“Refinancing Indebtedness” set forth in the definition thereof applicable to a refinancing of such Junior Debt, (w) from Net Available Cash or an equivalent amount to the extent permitted by Subsection 8.4,
(x) from declined amounts as contemplated by Subsection 4.4(h), (y) following the occurrence of a Change of Control (or other similar event described therein as a “change of control”), but only if Holdings
shall have complied with Subsection 8.8(a) prior to purchasing, redeeming, repurchasing, defeasing, acquiring or retiring such Junior Debt or (z) constituting Acquired Indebtedness; 

(xv) Investments or other Restricted Payments in an aggregate amount outstanding at any time not to exceed an amount equal to
Declined Excess Proceeds; 
 (xvi) [reserved]; and 

(xvii) any Restricted Payment; provided that on a pro forma basis after giving effect to such Restricted Payment the
Consolidated Total Leverage Ratio would be equal to or less than 4.00:1.00; 
 provided that (A) in the case of Subsections
8.2(b)(ii), (v) and (viii), the net amount of any such Permitted Payment shall be included in subsequent calculations of the amount of Restricted Payments, (B) in all cases other than pursuant to clause (A) immediately
above, the net amount of any such Permitted Payment shall be excluded in subsequent calculations of the amount of Restricted Payments and (C) solely with respect to Subsection 8.2(b)(vi) and (xvii), no Default or Event of
Default shall have occurred and be continuing at the time of any such Permitted Payment after giving effect thereto. Holdings, in its sole discretion, may
divide or classify any Investment or other Restricted
Payment (or later divide, classify or reclassify in whole or in part in its sole discretion) as being made in part under one of the clauses or subclauses of this Subsection 8.2(b) (or, in the case of any
Investment, one or more of the clauses or subclauses of the definition of “Permitted Investments”) and in part under one or more other such clauses or
subclauses (or, as applicable, clauses or subclauses). 
 8.3 Limitation on Restrictive Agreements. Holdings will not, and will
not permit any Restricted Subsidiary to, create or otherwise cause to exist or become effective any consensual encumbrance or restriction on (i) the ability of Holdings or any of its Restricted Subsidiaries (other than any Foreign
Subsidiaries or any Excluded Subsidiaries) to create, incur, assume or suffer to exist any Lien in favor of the Lenders in respect of obligations and liabilities under this Agreement or any other Loan Documents upon any of its property, assets or
revenues constituting Collateral as and to the extent contemplated by this Agreement and the other Loan Documents, whether now owned or hereafter acquired or (ii) the ability of any Restricted Subsidiary to (x) pay dividends
or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to Holdings, (y) make any loans or advances to Holdings or (z) transfer any of its property or assets to Holdings
(provided that dividend or liquidation priority between classes of Capital Stock, or subordination of any obligation (including the application of any remedy bars thereto) to any other obligation, will be deemed not to constitute such an
encumbrance or restriction), except any encumbrance or restriction: 

  
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 (a) pursuant to an agreement or instrument in effect at or entered into on the Closing Date,
this Agreement and the other Loan Documents, the ABL Facility, the Senior Notes Documents and, on and after the execution and delivery thereof, the Intercreditor Agreement, any Other Intercreditor Agreement, any Permitted Debt Exchange Notes (and
any related documents) and any Additional Obligations Documents; 
 (b) pursuant to any agreement or instrument of a Person, or relating to
Indebtedness or Capital Stock of a Person, which Person is acquired by or merged or consolidated with or into Holdings or any Restricted Subsidiary, or which agreement or instrument is assumed by Holdings or any Restricted Subsidiary in connection
with an acquisition of assets from such Person or any other transaction entered into in connection with any such acquisition, merger or consolidation, as in effect at the time of such acquisition, merger, consolidation or transaction (except to the
extent that such Indebtedness was incurred to finance, or otherwise in connection with, such acquisition, merger, consolidation or transaction); provided that for purposes of this Subsection 8.3(b), if a Person other than Holdings is
the Successor Borrower with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by Holdings or a Restricted Subsidiary, as the case may be,
when such Person becomes such Successor Borrower; 
 (c) pursuant to an agreement or instrument (a “Refinancing Agreement”)
effecting a refinancing of Indebtedness Incurred or outstanding pursuant or relating to, or that otherwise extends, renews, refunds, refinances or replaces, any agreement or instrument referred to in Subsection 8.3(a) or (b) or
this Subsection 8.3(c) (an “Initial Agreement”) or that is, or is contained in, any amendment, supplement or other modification to an Initial Agreement or Refinancing Agreement (an “Amendment”);
provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Amendment taken as a whole are not materially less favorable to the Lenders than encumbrances and restrictions contained in the
Initial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as determined in good faith by Holdings); 

(d) (i) pursuant to any agreement or instrument that restricts in a customary manner the assignment or transfer thereof, or the
subletting, assignment or transfer of any property or asset subject thereto, (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of Holdings or any Restricted
Subsidiary not otherwise prohibited by this Agreement, (iii) contained in mortgages, pledges or other security agreements securing Indebtedness or other obligations of Holdings or a Restricted Subsidiary to the extent restricting the
transfer of the property or assets subject thereto, (iv) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of Holdings or any Restricted Subsidiary,
(v) pursuant to Purchase Money Obligations that impose encumbrances or restrictions on the property or assets so acquired, (vi) on cash or other deposits or net worth or inventory imposed by customers or suppliers under
agreements entered into in the ordinary course of business, (vii) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and licenses)
or in joint venture and other similar agreements or in shareholder, partnership, limited liability company and other similar agreements in respect of non-wholly owned Restricted Subsidiaries, (viii) that arises or is agreed to in the
ordinary course of business and does not detract from the value of property or assets of Holdings or any Restricted Subsidiary in any manner material to Holdings or such Restricted Subsidiary, or (ix) pursuant to Hedging Obligations or
Bank Products Obligations; 
 (e) with respect to any agreement for the direct or indirect disposition of Capital Stock of any Person,
property or assets, imposing restrictions with respect to such Person, Capital Stock, property or assets pending the closing of such disposition; 

(f) by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over Holdings or
any Restricted Subsidiary or any of their businesses, including any such law, rule, regulation, order or requirement applicable in connection with such Restricted Subsidiary’s status (or the status of any Subsidiary of such Restricted
Subsidiary) as a Captive Insurance Subsidiary; 

  
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 (g) pursuant to an agreement or instrument (i) relating to any Indebtedness
permitted to be Incurred subsequent to the Closing Date pursuant to Subsection 8.1 (x) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the
Lenders than the encumbrances and restrictions contained in the Initial Agreements (as determined in good faith by Holdings), or (y) if such encumbrance or restriction is not materially more disadvantageous to the Lenders than is
customary in comparable financings (as determined in good faith by Holdings) and either (1) Holdings determines in good faith that such encumbrance or restriction will not materially affect the Borrower’sBorrowers’ ability to
create and maintain the Liens on the Collateral pursuant to the Security Documents and make principal or interest payments on the Loans or (2) such encumbrance or restriction applies only if a default occurs in respect of a payment or
financial covenant relating to such Indebtedness, (ii) relating to any sale of receivables by or Indebtedness of a Foreign Subsidiary
(other than a Loan Party) or (iii) relating to
Indebtedness of or a Financing Disposition by or to or in favor of any Special Purpose Entity; 
 (h) any agreement relating to
intercreditor arrangements and related rights and obligations, to or by which the Lenders and/or the Administrative Agent, the Collateral Agent or any other agent, trustee or representative on their behalf may be party or bound at any time or from
time to time, and any agreement providing that in the event that a Lien is granted for the benefit of the Lenders another Person shall also receive a Lien, which Lien is permitted by Subsection 8.6; or 

(i) any agreement governing or relating to Indebtedness and/or other obligations and liabilities secured by a Lien permitted by Subsection
8.6 (in which case any restriction shall only be effective against the assets subject to such Lien, except as may be otherwise permitted under this Subsection 8.3). 

8.4 Limitation on Sales of Assets and Subsidiary Stock. 

(a) Holdings will not, and will not permit any Restricted Subsidiary to, make any Asset Disposition unless: 

(i) Holdings or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person
assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value of the shares and assets subject to such Asset Disposition as such fair market value (on the date a
legally binding commitment for such Asset Disposition was entered into) may be determined (and shall be determined, to the extent such Asset Disposition or any series of related Asset Dispositions involves aggregate consideration in excess of $100.0
million) in good faith by Holdings, whose determination shall be conclusive (including as to the value of all noncash consideration); 

(ii) in the case of any Asset Disposition (or series of related Asset Dispositions) having a fair market value of $100.0
million or more, at least 75.0% of the consideration (excluding, in the case of each Asset Disposition (or series of related Asset Dispositions), any consideration by way of relief from, or by any other Person assuming responsibility for, any
liabilities, contingent or otherwise, that are not Indebtedness) for such Asset Disposition, together with all other Asset Dispositions since the Closing Date (on a cumulative basis) received by Holdings or such Restricted Subsidiary is in the form
of cash; and 
 (iii) to the extent required by Subsection 8.4(b), an amount equal to 100% (as may be adjusted
pursuant to clause (3) of the proviso to Subsection 8.4(b)) of the Net Available Cash from such Asset Disposition is applied by Holdings (or any Restricted Subsidiary (including
theeach Borrower), as the case may
be) as provided therein. 
 (b) In the event that on or after the Closing Date Holdings or any Restricted Subsidiary shall make an Asset
Disposition or a Recovery Event in respect of Collateral shall occur, subject to Subsection 8.4(a), an amount equal to 100.0% of the Net Available Cash from such Asset Disposition or Recovery Event shall be applied by Holdings (or any
Restricted Subsidiary, as the case may be) as follows: 

  
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 (i) first, to the extent Holdings or such Restricted Subsidiary
elects (by delivery of an officer’s certificate by a Responsible Officer to the Administrative Agent) to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with an amount equal to
Net Available Cash received by Holdings or another Restricted Subsidiary) within 450 days after the later of the date of such Asset Disposition or Recovery Event, as the case may be, and the date of receipt of such Net Available Cash (such period,
the “Reinvestment Period”) or, if such investment in Additional Assets is a project authorized by the Board of Directors that will take longer than such 450 days to complete, the period of time necessary to complete such project;

 (ii) second, (1) if no application of Net Available Cash election is made pursuant to preceding clause
(i) with respect to such Asset Disposition or Recovery Event or (2) if such election is made to the extent of the balance of such Net Available Cash or equivalent amount after application in accordance with Subsection
8.4(b)(i), (x) to the extent such Asset Disposition or Recovery Event is an Asset Disposition or Recovery Event of assets that constitute Collateral, to purchase, redeem, repay or prepay, in accordance with Subsection
4.4(e)(i) (subject to Subsection 4.4(h)) or the agreements or instruments governing the relevant Indebtedness described in clause (B) below, as applicable, (A) the Term Loans and (B) to the extent Holdings or
any Restricted Subsidiary is required by the terms thereof any Pari Passu Indebtedness on a pro rata basis with the Term Loans and (y) to the extent such Asset Disposition is an Asset Disposition of assets that do not constitute
Collateral, to purchase, redeem, repay or prepay, in accordance with Subsection 4.4(e)(i) (subject to Subsection 4.4(h)) or the agreements or instruments governing any relevant Indebtedness permitted under Subsection 8.1, as
applicable, (A) the Term Loans and (B) to the extent Holdings or any Restricted Subsidiary is required by the terms thereof, any other Indebtedness (other than Indebtedness subordinated in right of payment to the Term Loan
Facilities Obligations) on a pro rata basis with the Term Loans; and 
 (iii) third, to the extent of the balance of
such Net Available Cash or equivalent amount after application in accordance with Subsections 8.4(b)(i) and (ii) above (the amount of such balance, “Declined Excess Proceeds”), to fund (to the extent consistent
with any other applicable provision of this Agreement) any general corporate purpose (including but not limited to the repurchase, repayment or other acquisition or retirement of Junior Debt); 

provided, however, that (1) in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause
(ii) above, Holdings or such Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased;
(2) Holdings (or any Restricted Subsidiary, as the case may be) may elect to invest in Additional Assets prior to receiving the Net Available Cash attributable to any given Asset Disposition (provided that, such investment shall
be made no earlier than the earliest of notice of the relevant Asset Disposition to the Administrative Agent, execution of a definitive agreement for the relevant Asset Disposition, and consummation of the relevant Asset Disposition) and deem the
amount so invested to be applied pursuant to and in accordance with Subsection 8.4(b)(i) above with respect to such Asset Disposition; and (3) the foregoing percentage in this clause (iii) shall be reduced to 50.0% if
the Consolidated Total Leverage Ratio would be equal to or less than 4.00:1.00 after giving pro forma effect to any application of such Net Available Cash as set forth herein (any Net Available Cash in respect of Asset Dispositions not required to
be applied in accordance with this clause (iii) as a result of the application of this clause (3) of this proviso shall collectively constitute “Total Leverage Excess Proceeds.”) 

(c) Notwithstanding the foregoing provisions of this Subsection 8.4, Holdings and the Restricted Subsidiaries shall not be required to
apply any Net Available Cash or equivalent amount in accordance with this Subsection 8.4 except to the extent that (x) the aggregate Net Available Cash from all Asset Dispositions and Recovery Events in respect of Collateral or
equivalent amount that is not applied in accordance with this Subsection 8.4 (excluding all Total Leverage Excess Proceeds) exceeds $100.0 million, in which case Holdings and its Subsidiaries shall apply all such Net Available Cash from such
Asset Dispositions and Recovery Events or equivalent amount in accordance with Subsection 8.4(b) or (y) the terms of any Pari Passu Indebtedness would require Net Available Cash or the equivalent amount from such Recovery Events
to be applied to purchase, redeem, repay or prepay such Indebtedness prior to reaching such $100.0 million threshold. 
 (d) For the purposes
of Subsection 8.4(a)(ii), the following are deemed to be cash: (1) Temporary Cash Investments and Cash Equivalents, (2) the assumption of Indebtedness of Holdings (other than Disqualified Stock of Holdings) or any
Restricted Subsidiary and the release of Holdings or such Restricted Subsidiary from all liability on payment of the principal amount of such Indebtedness in connection with such Asset Disposition, 

  
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(3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that Holdings and each other Restricted
Subsidiary are released from any Guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Disposition, (4) securities received by Holdings or any Restricted Subsidiary from the transferee that are
converted by Holdings or such Restricted Subsidiary into cash within 180 days, (5) consideration consisting of Indebtedness of Holdings or any Restricted Subsidiary, (6) Additional Assets, and (7) any Designated
Noncash Consideration received by Holdings or any of its Restricted Subsidiaries in an Asset Disposition having an aggregate Fair Market Value , taken together with all other Designated Noncash Consideration received pursuant to this clause (7), not
to exceed an aggregate amount at any time outstanding equal to the greater of $150.0 million and 2.50% of Consolidated Total Assets (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and
without giving effect to subsequent changes in value). 

(e)
 To the extent that any portion of the Net Proceeds payable in respect
of the Term Loan Facilities Obligations is denominated in a currency other than U.S. Dollars, the amount thereof payable in respect of the Term Loan Facilities Obligations shall not exceed the net amount of funds in U.S. Dollars that is actually
received by Holdings or any Restricted Subsidiary, upon converting such portion into U.S. Dollars. 

8.5 Limitations on Transactions with Affiliates. 

(a) Holdings will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or
series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Holdings (an “Affiliate Transaction”) involving aggregate consideration in excess
of $50.0 million unless (i) the terms of such Affiliate Transaction are not materially less favorable to Holdings or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a
Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $100.0 million the terms of such Affiliate Transaction have been approved by a majority of the Board of Directors.
For purposes of this Subsection 8.5(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Subsection 8.5(a) if (x) such Affiliate Transaction is approved by a majority of the
Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. 

(b) The provisions of Subsection 8.5(a) will not apply to: 

(i) any Restricted Payment Transaction, 

(ii) (1) the entering into, maintaining or performance of any employment or consulting contract, collective
bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former management member, employee, officer or director or consultant of or to Holdings, any Restricted
Subsidiary or any Parent Entity heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements,
(2) payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans in the ordinary course of business to any such management members, employees, officers, directors or consultants,
(3) any issuance, grant or award of stock, options, other equity related interests or other securities, to any such management members, employees, officers, directors or consultants, (4) the payment of reasonable fees to
directors of Holdings or any of its Subsidiaries or any Parent Entity (as determined in good faith by Holdings, such Subsidiary or such Parent Entity), or (5) Management Advances and payments in respect thereof (or in reimbursement of
any expenses referred to in the definition of such term), 
 (iii) any transaction between or among any of Holdings, one or
more Restricted Subsidiaries, or one or more Special Purpose Entities, 
 (iv) any transaction arising out of agreements or
instruments in existence on the Closing Date and set forth on Schedule 8.5 (other than any Management Agreements referred to in Subsection 8.5(b)(vii)), and any payments made pursuant thereto, 

  
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 (v) any transaction in the ordinary course of business on terms that are
fair to Holdings and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of Holdings, or are not materially less favorable to Holdings or the relevant Restricted Subsidiary than those that could
be obtained at the time in a transaction with a Person who is not an Affiliate of Holdings, 
 (vi) any transaction in the
ordinary course of business, or approved by a majority of the Board of Directors, between Holdings or any Restricted Subsidiary and any Affiliate of Holdings controlled by Holdings that is a joint venture or similar entity, 

(vii) (1) the execution, delivery and performance of any Tax Sharing Agreement and Management Agreements, and
(2) payments to the Sponsors or any of their respective Affiliates (x) for any management, consulting, or advisory services or, in respect of financing, underwriting or placement services or other investment banking
activities (if any), as may be approved by a majority of the Disinterested Directors, (y) in connection with any acquisition, disposition, merger, recapitalization or similar transactions, which payments are made pursuant to the
Management Agreements or are approved by a majority of the Board of Directors in good faith, and (z) of all out-of-pocket expenses incurred in connection with such services or activities, 

(viii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all
fees and expenses paid or payable in connection with the Transactions, including the fees and out-of-pocket expenses of the Sponsors and their Affiliates, 

(ix) any issuance or sale of Capital Stock (other than Disqualified Stock) of Holdings or Junior Capital or any capital
contribution to Holdings, and 
 (x) any investment by any Investor in securities of Holdings or any of its Restricted
Subsidiaries (and payment of out-of-pocket expenses incurred by any Investor in connection therewith) so long as such securities are being offered generally to other investors (other than Investors) on the same or more favorable terms. 

8.6 Limitation on Liens. 
 (a) Holdings shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or
permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the Closing Date or thereafter acquired, securing any Indebtedness (the “Initial Lien”)
unless, in the case of Initial Liens on any asset or property other than Collateral, the Term Loan Facilities Obligations are equally and ratably secured with (or on a senior basis to, in the case such Initial Lien secures any Junior Debt) the
obligations secured by such Initial Lien for so long as such obligations are so secured. Any such Lien created in favor of the Term Loan Facilities Obligations pursuant to the subclause in the preceding sentence requiring an equal and ratable (or
senior, as applicable) Lien for the benefit of the Term Loan Facilities Obligations will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the
case of any such Lien in favor of any Loan Party Guaranty, upon the termination and discharge of such Loan Party Guaranty in accordance with the terms thereof, hereof and of the ABL Intercreditor Agreement, the Intercreditor Agreement and any Other
Intercreditor Agreement, in each case, to the extent applicable, or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of Holdings that is governed by the provisions of
Subsection 8.7) to any Person not an Affiliate of Holdings of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by Holdings or any Restricted Subsidiary in, or all or substantially all the assets of, any
Restricted Subsidiary creating such Initial Lien. In addition, Holdings shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien upon the Specified Excluded Real Property (other than in favor of the Collateral Agent for the benefit of the Secured Parties). 

  
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 8.7 Limitation on Fundamental Changes. 

(a) Holdings will not consolidate with or merge with or into, or convey, lease or otherwise transfer all or substantially all its assets to,
any Person, unless: 
 (i) the resulting, surviving or transferee Person (the “Successor Holdings”) will be
a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Holdings (if not Holdings) will expressly assume all the obligations of Holdings under this Agreement and
the Loan Documents to which it is a party by executing and delivering to the Administrative Agent a joinder or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agent; 

(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the
Successor Holdings or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Holdings or such Restricted Subsidiary at the time of such transaction), no Default will have occurred and be continuing; 

(iii) immediately after giving effect to such transaction, either (A) Holdings (or, if applicable, the Successor
Holdings with respect thereto) could Incur at least $1.00 of additional Indebtedness pursuant to Subsection 8.1(a) or (B) the Consolidated Coverage Ratio of Holdings (or, if applicable, the Successor Holdings with respect thereto)
would equal or exceed the Consolidated Coverage Ratio of Holdings immediately prior to giving effect to such transaction; 

(iv) the BorrowerBorrowers and each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its
obligations under its Loan Party Guaranty in connection with such transaction and (y) any party to any such consolidation or merger) shall have delivered a joinder or other document or instrument in form reasonably satisfactory to the
Administrative Agent, confirming, with regard to the Borrower,
itsBorrowers, their obligations under this Agreement, and with regard to a Subsidiary Guarantor, its
Loan Party Guaranty (other than any Loan Party Guaranty that will be discharged or terminated in connection with such transaction); 

(v) each Subsidiary Guarantor (other than (x) any Subsidiary that will be released from its grant or pledge of
Collateral under the Guarantee and Collateral Agreement in connection with such transaction and (y) any party to any such consolidation or merger) shall have by a supplement to the Guarantee and Collateral Agreement or another document
or instrument affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (iv) above; 

(vi) each mortgagor of a Mortgaged Fee Property (other than (x) any Subsidiary that will be released from its grant
or pledge of Collateral under the Guarantee and Collateral Agreement in connection with such transaction and (y) any party to any such consolidation or merger) shall have affirmed that its obligations under the applicable Mortgage shall
apply to its Guarantee as reaffirmed pursuant to clause (iv); and 
 (vii) Holdings will have delivered to the Administrative
Agent a certificate signed by a Responsible Officer and a legal opinion, each to the effect that such consolidation, merger or transfer complies with the provisions described in this Subsection 8.7(a), provided that (x) in
giving such opinion such counsel may rely on such certificate of a Responsible Officer as to compliance with the foregoing clauses (ii) and (iii) of this Subsection 8.7(a) and as to any matters of fact, and (y) no such
legal opinion will be required for a consolidation, merger or transfer described in Subsection 8.7(e). 
 (b) TheEach Borrower will not consolidate with
or merge with or into any Person, unless: 

  
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 (i) the resulting, surviving or transferee Person (the “Successor
Borrower”) (if not the applicable Borrower) will
be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia
(or, in the case of a Subsidiary Borrower, the jurisdiction of organization of such Subsidiary
Borrower) and the Successor Borrower (if not the Borrower) will expressly assume all the obligations of the
applicable Borrower under this Agreement and the
Loan Documents to which it is a party by executing and delivering to the Administrative Agent a joinder or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agent; 

(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the
Successor Borrower or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Borrower or such Restricted Subsidiary at the time of such transaction), no Default will have occurred and be continuing; 

(iii) theeach Borrower and each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from
its obligations under its Loan Party Guaranty in connection with such transaction and (y) any party to any such consolidation or merger) shall have delivered a joinder or other document or instrument in form reasonably satisfactory to
the Administrative Agent, confirming, with regard to the applicable Borrower, its obligations under this Agreement, and with regard to a Subsidiary Guarantor, its Loan Party Guaranty (other than any Loan Party Guaranty that will be discharged or terminated in connection with such
transaction); 
 (iv) each Subsidiary Guarantor (other than (x) any Subsidiary that will be released from
its grant or pledge of Collateral under the Guarantee and Collateral Agreement in connection with such transaction and (y) any party to any such consolidation or merger) shall have by a supplement to the Guarantee and Collateral
Agreement or another document or instrument affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (iii) above; 

(v) each mortgagor of a Mortgaged Fee Property (other than (x) any Subsidiary that will be released from its grant
or pledge of Collateral under the Guarantee and Collateral Agreement in connection with such transaction and (y) any party to any such consolidation or merger) shall have affirmed that its obligations under the applicable Mortgage shall
apply to its Guarantee as reaffirmed pursuant to clause (iv); and 
 (vi) Holdingsthe Borrower Representative will
have delivered to the Administrative Agent a certificate signed by a Responsible Officer and a legal opinion, each to the effect that such consolidation, merger or transfer complies with the provisions described in this Subsection 8.7(b),
provided that (x) in giving such opinion such counsel may rely on such certificate of a Responsible Officer as to compliance with the foregoing clauses (ii) and (iii) of this Subsection 8.7(b) and as to any
matters of fact, and (y) no such legal opinion will be required for a consolidation, merger or transfer described in Subsection 8.7(e).; 

(c) Any Indebtedness that becomes an obligation of Holdings (or, if applicable, any Successor Borrower with respect thereto) or any Restricted
Subsidiary (or that is deemed to be Incurred by any Restricted Subsidiary that becomes a Restricted Subsidiary) as a result of any such transaction undertaken in compliance with this Subsection 8.7, and any Refinancing Indebtedness with
respect thereto, shall be deemed to have been Incurred in compliance with Subsection 8.1. 
 (d) The Successor Holdings or the
Successor Borrower, as applicable, will succeed to, and be substituted for, and may exercise every right and power of, the
applicable Borrower or Holdings, as applicable, under the
Loan Documents, and thereafter the predecessor Borrower or predecessor Holdings, as applicable, shall be relieved of all obligations and covenants under the Loan Documents, except that the predecessor Borrower or the predecessor Holdings, as
applicable, in the case of a lease of all or substantially all its assets will not be released from the obligation to pay the principal of and interest on the Term Loans. 

  
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 (e) Clauses (ii) and (iii) of Subsection 8.7(a) and clause (ii) of
Subsection 8.7(b) will not apply to any transaction in which Holdings or
thea Borrower, as applicable,
consolidates or merges with or into or transfers all or substantially all its properties and assets to (x) an Affiliate incorporated or organized for the purpose of reincorporating or reorganizing Holdings or thea Borrower, as applicable, in another
jurisdiction or changing its legal structure to a corporation, limited liability company or other entity or (y) a Restricted Subsidiary of Holdings so long as all assets of Holdings and the Restricted Subsidiaries immediately prior to such transaction (other than Capital Stock of such
Restricted Subsidiary) are owned by such Restricted Subsidiary and its Restricted Subsidiaries immediately after the consummation thereof. Subsection 8.7(a) will not apply to any transaction in which any Restricted Subsidiary consolidates
with, merges into or transfers all or part of its assets to Holdings. Subsection 8.7(b) will not apply to any transaction in which any Restricted Subsidiary consolidates with, merges into or transfers all or part of its assets to thea Borrower. 

8.8 Change of Control; Limitation on Amendments. Holdings shall not and shall not permit any of its Restricted Subsidiaries to, directly
or indirectly: 
 (a) In the event of the occurrence of a Change of Control, repurchase or repay any Indebtedness then outstanding pursuant
to any Junior Debt or any portion thereof, unless Holdings shall have, at its option, (i) made payment in full of the Loans and any other amounts then due and owing to any Lender or the Administrative Agent hereunder and under any Note
or (ii) made an offer (a “Change of Control Offer”) to pay the Term Loans and any amounts then due and owing to each Lender and the Administrative Agent hereunder and under any Note and shall have made payment in full
thereof to (and terminated any related applicable commitment of) each such Lender or the Administrative Agent which has accepted such offer. Upon Holdings making payment in full of the Loans as provided in clause (i) of this Subsection
8.8(a), or making a Change of Control Offer in accordance with clause (ii) of this Subsection 8.8(a) (whether or not in connection with any repayment or repurchase of Indebtedness outstanding pursuant to Junior Debt), any Event of
Default arising under Subsection 9.1(k) by reason of such Change of Control shall be deemed not to have occurred or be continuing. 

(b) (1) Amend, supplement, waive or otherwise modify any of the provisions of any Senior Notes Documents in a manner that shortens
the maturity date of such Indebtedness to a date prior to the Term
BB-3 and B-4 Loan Maturity Date
provides for a shorter weighted average life to maturity than the weighted average life to maturity of
theany Term B Loans at such time
and (2) if an Event of Default under Subsection 9.1(a) or (f) is continuing, amend, supplement, waive or otherwise modify any of the provisions of any indenture, instrument or agreement evidencing Subordinated
Obligations or Guarantor Subordinated Obligations in a manner that (i) changes the subordination provisions of such Indebtedness or (ii) shortens the maturity date of such Indebtedness to a date prior to the Term B Loan
Maturity Date or provides for a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term B Loans; provided that, notwithstanding the foregoing, the provisions of this Subsection 8.8(b)
shall not restrict or prohibit any refinancing of Indebtedness (in whole or in part) permitted pursuant to Subsection 8.1. 
 (c)
Amend, supplement, waive or otherwise modify the terms of any Permitted Debt Exchange Notes, any Additional Obligations or any Refinancing Indebtedness in respect of the foregoing or any indenture or agreement pursuant to which such Permitted
Debt Exchange Notes, Additional Obligations or Refinancing Indebtedness have been issued or incurred in any manner inconsistent with the requirements of the definition of “Refinancing Indebtedness,” assuming for purposes of this
Subsection 8.8(c) that such amendment, supplement, waiver or modification, mutatis mutandis, is a refinancing of such Additional Obligations, Permitted Debt Exchange Notes or Refinancing Indebtedness, as applicable. 

  
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 8.9 Limitation on Lines of Business. Holdings shall not, and shall not permit any of
its Restricted Subsidiaries to, directly or indirectly, enter into any business, either directly or through any Restricted Subsidiary, except for those businesses of the same general type as those in which Holdings and its Restricted Subsidiaries
are engaged in on the Closing Date or which are reasonably related thereto and any business related thereto. 
 SECTION 9 

Events of Default 
 9.1 Events
of Default. Any of the following from and after the Closing Date shall constitute an “Event of Default”: 
 (a) The
BorrowerBorrowers shall fail to pay
any principal of any Loan when due in accordance with the terms hereof (whether at stated maturity, by mandatory prepayment or otherwise); or the BorrowerBorrowers shall fail to pay any interest on any Loan, or any other amount payable hereunder, within five Business Days after
any such interest or other amount becomes due in accordance with the terms hereof; or 
 (b) Any representation or warranty made or deemed
made by any Loan Party herein or in any other Loan Document (or in any amendment, modification or supplement hereto or thereto) or which is contained in any certificate furnished at any time by or on behalf of any Loan Party pursuant to this
Agreement or any such other Loan Document shall prove to have been incorrect in any material respect on or as of the date made or deemed made; or 

(c) Any Loan Party shall default in the payment, observance or performance of any term, covenant or agreement contained in
Section 8; or 
 (d) Any Loan Party shall default in the observance or performance of any other agreement contained in this
Agreement or any other Loan Document (other than as provided in clauses (a) through (c) of this Subsection 9.1), and such default shall continue unremedied for a period of 30 days after the earlier of (A) the date on
which a Responsible Officer of Holdings becomes aware of such failure and (B) the date on which written notice thereof shall have been given to Holdingsthe Borrower Representative by the Administrative Agent or the Required Lenders; or 

(e) Any Loan Party or any of its Restricted Subsidiaries shall (i) default in any payment of principal of or interest on any
Indebtedness (excluding Indebtedness hereunder) in excess of $150.0 million, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; (ii) default in the observance or
performance of any other agreement or condition relating to any Indebtedness (excluding Indebtedness hereunder) referred to in clause (i) above or contained in any instrument or agreement evidencing, securing or relating thereto (other than a
failure to provide notice of a default or an event of default under such instrument or agreement or default in the observance of or compliance with any financial maintenance covenant), or any other event shall occur or condition exist, the effect of
which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice or lapse
of time if required, such Indebtedness to become due prior to its stated maturity (an “Acceleration”; and the term “Accelerated” shall have a correlative meaning), and such time shall have lapsed and, if any notice
(a “Default Notice”) shall be required to commence a grace period or declare the occurrence of an event of default before notice of Acceleration may be delivered, such Default Notice shall have been given and (in the case of the
preceding clause (i) or (ii)) such default, event or condition shall not have been remedied or waived by or on behalf of the holder or holders of such Indebtedness (provided that the preceding clause (ii) shall not apply to
(x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder or (y) any termination event or
similar event pursuant to the terms of any Hedge Agreement); or (iii) in the case of any Indebtedness referred to in clause (i) above containing or otherwise requiring observance or compliance with any financial maintenance
covenant, default in the observance of or compliance with such financial maintenance covenant such that such Indebtedness shall have been Accelerated and such Acceleration shall not have been rescinded; provided that a breach or default by
any Loan Party with respect to the Senior ABL Agreement will not constitute an Event of Default unless the agent and/or lenders thereunder have demanded repayment of, or otherwise accelerated, any of the Indebtedness or other obligations thereunder
(and such amount remains unpaid); or 

  
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 (f) If (i) Holdings,
theany Borrower or any Material
Subsidiary of Holdings shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to
have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its
debts (excluding, in each case, the solvent liquidation or reorganization of any Foreign Subsidiary of Holdings), or (B) seeking appointment of a receiver, interim receiver, receivers, receiver and manager, trustee, custodian,
conservator or other similar official for it or for all or any substantial part of its assets, or Holdings, theany Borrower or any Material Subsidiary of Holdings shall make a general assignment for the benefit of its creditors; or
(ii) there shall be commenced against Holdings,
theany Borrower or any Material
Subsidiary of Holdings any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains
undismissed, undischarged, unstayed or unbonded for a period of 60 days; or (iii) there shall be commenced against Holdings, theany Borrower or any Material Subsidiary of Holdings any case, proceeding or other action seeking issuance of a warrant of
attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, stayed or bonded pending appeal within 60
days from the entry thereof; or (iv) Holdings,
theany Borrower or any Material
Subsidiary of Holdings shall take any corporate or other similar organizational action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or
(v) Holdings, theany
Borrower or any Material Subsidiary of Holdings shall be generally unable to, or shall admit in writing its general inability to, pay its debts as they become due; or 

(g) (i) Any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or
Section 4975 of the Code) involving any Plan, (ii) any failure to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA), whether or not waived, shall exist with
respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of either of Holdings or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have
a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is in the reasonable opinion of the Administrative Agent
likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA other than a standard termination pursuant to Section 4041(b) of
ERISA, (v) either of Holdings or any Commonly Controlled Entity shall, or in the reasonable opinion of the Administrative Agent is reasonably likely to, incur any liability in connection with a withdrawal from, or the Insolvency or ERISA
Reorganization of, a Multiemployer Plan, or (vi) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other
such events or conditions, if any, would be reasonably expected to result in a Material Adverse Effect; or 
 (h) One or more judgments or
decrees shall be entered against Holdings or any of its Restricted Subsidiaries involving in the aggregate at any time a liability (net of any insurance or indemnity payments actually received in respect thereof prior to or within 60 days from the
entry thereof, or to be received in respect thereof in the event any appeal thereof shall be unsuccessful) of $150.0 million or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within
60 days from the entry thereof; or 
 (i) (i) The Guarantee and Collateral Agreement shall, or any other Security Document
covering a significant portion of the Collateral shall (at any time after its execution, delivery and effectiveness) cease for any reason to be in full force and effect (other than pursuant to the terms hereof or thereof), or any Loan Party which is
a party to any such Security Document shall so assert in writing or (ii) the Lien created by any of the Security Documents shall cease to be perfected and enforceable in accordance with its terms or of the same effect as to perfection
and priority purported to be created thereby with respect to any significant portion of the Collateral (other than in connection with any termination of such Lien in respect of any Collateral as permitted hereby or by any Security Document) and such
failure of such Lien to be perfected and enforceable with such priority shall have continued unremedied for a period of 20 days; or 
 (j)
Any Loan Party shall assert in writing that the ABL Intercreditor Agreement, the Intercreditor Agreement (after execution and delivery thereof) or any Other Intercreditor Agreement (after execution and delivery thereof) shall have ceased for any
reason to be in full force and effect (other than pursuant to the terms hereof or thereof) or shall knowingly contest, or knowingly support any other Person in any action that seeks to contest, the validity or effectiveness of any such intercreditor
agreement (other than pursuant to the terms hereof or thereof); or 

  
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 (k) Subject to Holdings’ option to make a payment in full of all of the Loans, or to
make a Change of Control Offer, each in accordance with Subsection 8.8(a) (whether or not in connection with any repayment or repurchase of Indebtedness outstanding pursuant to any Junior Debt), a Change of Control shall have occurred. 

9.2 Remedies Upon an Event of Default. 

(a) If any Event of Default occurs and is continuing, then, and in any such event, (A) if such event is an Event of Default specified in
clause (i) or (ii) of Subsection 9.1(f) with respect to
theany Borrower, automatically the
Commitments, if any, shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement shall immediately become due and payable, and (B) if such event is any other Event of
Default, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to
Holdingsthe Borrower
Representative, declare the Commitments to be terminated forthwith, whereupon the Commitments, if any, shall immediately terminate, and/or declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under
this Agreement to be due and payable forthwith, whereupon the same shall immediately become due and payable. 
 (b) Except as expressly
provided above in this Section 9, to the maximum extent permitted by applicable law, presentment, demand, protest and all other notices of any kind are hereby expressly waived. 

SECTION 10 
 The Agents and the
Other Representatives 
 10.1 Appointment. 

(a) Each Lender hereby irrevocably designates and appoints the Agents as the agents of such Lender under this Agreement and the other Loan
Documents, and each such Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are
expressly delegated to or required of such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this
Agreement, the Agents and the Other Representatives shall not have any duties or responsibilities, except, in the case of the Administrative Agent and the Collateral Agent, those expressly set forth herein, or any fiduciary relationship with any
Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent or the Other Representatives. 

(b) Each of the Agents may perform any of their respective duties under this Agreement, the other Loan Documents and any other instruments and
agreements referred to herein or therein by or through its respective officers, directors, agents, employees or affiliates, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent (it being understood
and agreed, for avoidance of doubt and without limiting the generality of the foregoing, that the Administrative Agent and the Collateral Agent may perform any of their respective duties under the Security Documents by or through one or more of
their respective affiliates). Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Section 10 shall
apply to any such sub-agent and to the Related Parties of each 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
Agent. 
 (c) Except for Subsections 10.5, 10.8(a), (b), (c) and (e) and (to the extent of the
Borrower’sBorrowers’
rights thereunder and the conditions included therein) 10.9, the provisions of this Section 10 are solely for the benefit of the Agents and the Lenders, and
neithernone of the BorrowerBorrowers nor any other Loan Party
shall have rights as a third party beneficiary of any of such provisions. 

  
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 10.2 The Administrative Agent and Affiliates. Each person serving as an 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 an Agent and the term “Lender” or “Lenders” shall, unless otherwise
expressly indicated or unless the context otherwise requires, include each person serving as an Agent hereunder in its individual capacity. Such person and its affiliates may accept deposits from, lend money to, act as the financial advisor or in
any other advisory capacity for and generally engage in any kind of business with Holdings,
theany Borrower or any Subsidiary
or other Affiliate thereof as if such person were not an Agent hereunder and without any duty to account therefor to the Lenders. 
 10.3
Action by an Agent. In performing its functions and duties under this Agreement, (a) each Agent shall act solely as an agent for the Lenders and, as applicable, the other Secured Parties, and (b) no Agent assumes any
(and shall not be deemed to have assumed any) relationship of agency or trust with or for Holdings or any of its Subsidiaries. Each Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact (including the Collateral Agent in the case of the Administrative Agent), and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct
of any agents or attorneys-in-fact or counsel selected by it with reasonable care. 
 10.4 Exculpatory Provisions. 

(a) No Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the
generality of the foregoing, no Agent: 
 (i) shall be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing; 
 (ii) shall have any duty to take any discretionary action or exercise
any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage
of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that such Agent shall not be required to take any action that, in its judgment or the judgment of its counsel, may expose such Agent to
liability or that is contrary to any Loan Document or applicable Requirement of Law; and 
 (iii) shall, except as expressly
set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Holdings or any of its Affiliates that is communicated to or obtained by the person serving
as such Agent or any of its affiliates in any capacity. 
 (b) No Agent shall be liable for any action taken or not taken by it
(x) 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 such Agent shall believe in good faith shall be necessary, under the circumstances as provided
in Subsection 9.2 or Subsection 11.1, as applicable) or (y) in the absence of its own bad faith, gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice describing such Default is given to such Agent by
Holdings or the Borrower Representative or a Lender.

 (c) No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith,
(iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the creation, perfection or priority of any Lien purported to be created by the Security Documents or (v) the satisfaction of any
condition set forth in Subsection 6 or elsewhere herein, other than to confirm receipt of items expressly required to be 

  
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delivered to such Agent. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement with reference to the Administrative Agent or the Collateral
Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term as used merely as a matter of market custom and is intended to create or reflect only an
administrative relationship between independent contracting parties. 
 (d) Each party to this Agreement acknowledges and agrees that the
Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Loan Documents and notification to the Administrative Agent, of, among other things, the upcoming lapse or
expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of the BorrowerBorrowers and the other Loan Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

 10.5 Acknowledgement and Representations by Lenders. 

(a) Each Lender expressly acknowledges that none of the Agents or the Other Representatives nor any of their officers, directors, employees,
agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by any Agent or any Other Representative hereafter taken, including any review of the affairs of theany Borrower or any other Loan Party,
shall be deemed to constitute any representation or warranty by such Agent or such Other Representative to any Lender. Each Lender further represents and warrants to the Agents, the Other Representatives and each of the Loan Parties that it has had
the opportunity to review the Confidential Information Memorandum and each other document made available to it on the Platform in connection with this Agreement and has acknowledged and accepted the terms and conditions applicable to the recipients
thereof. Each Lender represents to the Agents, the Other Representatives and each of the Loan Parties that, independently and without reliance upon any Agent, the Other Representatives or any other Lender, and based on such documents and information
as it has deemed appropriate, it has made and will make, its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of Holdings and the BorrowerBorrowers and the other Loan
Parties, it has made its own decision to make its Loans hereunder and enter into this Agreement and it will make its own decisions in taking or not taking any action under this Agreement and the other Loan Documents and, except as expressly provided
in this Agreement, neither the Agents nor any Other Representative shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect
thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. Each Lender (other than, in the case of clause (i), an Affiliated Lender, any Parent Entity (other than Holdings) or any Unrestricted
Subsidiary) represents to each other party hereto that (i) it is a bank, savings and loan association or other similar savings institution, insurance company, investment fund or company or other financial institution which makes or acquires
commercial loans in the ordinary course of its business and that it is participating hereunder as a Lender for such commercial purposes and (ii) it has the knowledge and experience to be and is capable of evaluating the merits and risks of
being a Lender hereunder. Each Lender acknowledges and agrees to comply with the provisions of Subsection 11.6 applicable to the Lenders hereunder. 

(b) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Joint Lead Arrangers, and each other Lead Arranger and their respective Affiliates, and not,
for the avoidance of doubt, to or for the benefit of
theany Borrower or any other Loan
Party, that at least one of the following is and will be true: 
 (i) such Lender is not using “plan assets”
(within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments, 

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions
determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company
pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect
to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, 

  
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 (iii) (A) such Lender is an investment fund managed by a
“Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and
perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the
requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or 

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole
discretion, and such Lender. 
 (c) In addition, unless sub-clause (i) in the immediately preceding clause (b) is true with respect
to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (b), such Lender further (x) represents and warrants, as of the date such Person
became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Joint Lead Arrangers, and
each other Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that: 

(i) none of the Administrative Agent, the Joint Lead Arrangers, or any other Lead Arranger or any of their respective
Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or
thereto), 
 (ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a
broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E), 

(iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in,
administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies
(including in respect of the Obligations), 
 (iv) the Person making the investment decision on behalf of such Lender with
respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Letters of
Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and 

(v) no fee or other compensation is being paid directly to the Administrative Agent, the Joint Lead Arrangers or any other Lead
Arranger or any of their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement. 

  
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 (d) The Administrative Agent, the Joint Lead Arrangers and each other Lead Arranger hereby
informs the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in
the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if
it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in
connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or
collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early
termination fees or fees similar to the foregoing. 
 10.6 Indemnity; Reimbursement by Lenders. 

(a) To the extent that theany Borrower or any other Loan Party for any reason fails to indefeasibly pay any amount required under Subsection 11.5 to be
paid by it to the Administrative Agent (or any sub-agent thereof), or the Collateral Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay ratably according to their respective Total
Credit Percentages, on the date on which the applicable unreimbursed expense or indemnity payment is sought under this Subsection 10.6 such unpaid amount (such indemnity shall be effective whether or not the related losses, claims, damages,
liabilities and related expenses are incurred or asserted by any party hereto or any third party); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or
asserted against the Administrative Agent (or any such sub-agent) or the Collateral Agent (or any sub-agent thereof), or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or the Collateral
Agent (or any sub-agent thereof) in connection with such capacity. The obligations of the Lenders under this Subsection 10.6 are subject to the provisions of Subsection 4.8. 

(b) Any Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document (except actions
expressly required to be taken by it hereunder or under the Loan Documents) unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or
continuing to take any such action. 
 (c) All amounts due under this Subsection 10.6 shall be payable not later than three Business
Days after demand therefor. The agreements in this Subsection 10.6 shall survive the payment of the Loans and all other amounts payable hereunder. 

10.7 Right to Request and Act on Instructions. 

(a) Each Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this
Agreement or of any of the Loan Documents an Agent is permitted or desires to take or to grant, and if such instructions are promptly requested, the requesting Agent shall be absolutely entitled as between itself and the Lenders to refrain from
taking any action or to withhold any approval and shall not be under any liability whatsoever to any Lender for refraining from any action or withholding any approval under any of the Loan Documents until it shall have received such instructions
from Required Lenders or all or such other portion of the Lenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against any Agent as a result of an Agent acting or
refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Required Lenders (or all or such other portion of the Lenders as shall be prescribed by this Agreement) and, notwithstanding
the instructions of the Required Lenders (or such other applicable portion of the Lenders), an Agent shall have no obligation to any Lender to take any action if it believes, in good faith, that such action would violate applicable law or exposes an
Agent to any liability for which it has not received satisfactory indemnification in accordance with the provisions of Subsection 10.6. 

  
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 (b) Each Agent shall be entitled to rely upon, and shall not incur any liability for relying
upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed,
sent or otherwise authenticated by the proper person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. In
determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the
Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the
BorrowerBorrowers), independent
accountants and other experts selected by it, and shall be entitled to rely upon the advice of any such counsel, accountants or experts and shall not be liable for any action taken or not taken by it in accordance with such advice. 

10.8 Collateral Matters . 

(a) Each Lender authorizes and directs the Administrative Agent and the Collateral Agent to enter into (x) the Security Documents,
the ABL Intercreditor Agreement, the Intercreditor Agreement and any Other Intercreditor Agreement for the benefit of the Lenders and the other Secured Parties, (y) any amendments, amendments and restatements, restatements or waivers of
or supplements to or other modifications to the Security Documents, the ABL Intercreditor Agreement, the Intercreditor Agreement and any Other Intercreditor Agreement or other intercreditor agreements in connection with the incurrence by any Loan
Party or any Subsidiary thereof of Additional Indebtedness (each, an “Intercreditor Agreement Supplement”) to permit such Additional Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by
Holdings or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents) and (z) any Incremental Commitment Amendment as provided in Subsection 2.8, any Increase Supplement as provided in Subsection
2.8, any Lender Joinder Agreement as provided in Subsection 2.8, any agreement required in connection with a Permitted Debt Exchange Offer pursuant to Subsection 2.9, any Extension Amendment as provided in Subsection 2.10
and any Specified Refinancing Amendment as provided in Subsection 2.11. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by
the Administrative Agent, Collateral Agent or the Required Lenders in accordance with the provisions of this Agreement, the Security Documents, the ABL Intercreditor Agreement, the Intercreditor Agreement, any Other Intercreditor Agreement, any
Intercreditor Agreement Supplement, any Incremental Commitment Amendment, any Increase Supplement, any Lender Joinder Agreement or any agreement required in connection with a Permitted Debt Exchange Offer or any Extension Amendment or any Specified
Refinancing Amendment and the exercise by the Agents or the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders.
The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, to take any action with respect to any applicable Collateral or Security
Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. Each Lender agrees that it will not have any right individually to enforce or seek
to enforce any Security Document or to realize upon any Collateral for the Loans unless instructed to do so by the Collateral Agent, it being understood and agreed that such rights and remedies may be exercised only by the Collateral Agent. The
Collateral 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 Closing Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Closing 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. 
 (b)
The Lenders hereby authorize each Agent, in each case at its option and in its discretion, (A) to release any Lien granted to or held by such Agent upon any Collateral (i) upon termination of the Commitments and payment and
satisfaction of all of the Term Loan Facilities Obligations under the Loan Documents, (ii) constituting property being sold or otherwise disposed of (to Persons other than a Loan Party) upon the sale or other disposition thereof to the
extent such sale or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further
inquiry), (iii) owned by any Subsidiary Guarantor which becomes an Excluded Subsidiary or ceases to be a Restricted Subsidiary of Holdings or constituting Equity Interests of an Excluded Subsidiary (other than the Equity Interests of
Foreign Subsidiaries), (iv) if approved, authorized or ratified in writing 

  
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by the Required Lenders (or such greater amount, to the extent required by Subsection 11.1) or (v) as otherwise may be expressly provided in the relevant Security Documents,
(B) at the written request of the Borrower Representative to subordinate any Lien on any Excluded Assets or any other property granted to or held by such Agent, as the case may be under any Loan Document to the holder of any Permitted Lien (other than Permitted Liens
securing the Obligations under the Loan Documents or that are required by the express terms of this Agreement to be pari passu with or junior to the Liens on the Collateral securing the Term Loan Facilities Obligations pursuant to the
Intercreditor Agreement or an Other Intercreditor Agreement) and (C) to release any Subsidiary Guarantor from its Obligations under any Loan Documents to which it is a party if such Person ceases to be a Restricted Subsidiary of Holdings
or becomes an Excluded Subsidiary. Upon request by any Agent, at any time, the Required Lenders or all or such other portion of the Lenders as shall be prescribed by this Agreement will confirm in writing any Agent’s authority to release
particular types or items of Collateral pursuant to this Subsection 10.8. 
 (c) The Lenders hereby authorize the
Administrative Agent and the Collateral Agent, as the case may be, in each case at its option and in its discretion, to enter into any amendment, amendment and restatement, restatement, waiver, supplement or modification, and to make or consent to
any filings or to take any other actions, in each case as contemplated by Subsection 11.17. Upon request by any Agent, at any time, the Required Lenders will confirm in writing the Administrative Agent’s and the Collateral Agent’s
authority under this Subsection 10.8(c). 
 (d) No Agent shall have any obligation whatsoever to the Lenders to assure that the
Collateral exists or is owned by Holdings,
theany Borrower or any of its
Restricted Subsidiaries or is cared for, protected or insured or that the Liens granted to any Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular
priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agents in this Subsection 10.8 or in any of the
Security Documents, it being understood and agreed by the Lenders that in respect of the Collateral, or any act, omission or event related thereto, each Agent may act in any manner it may deem appropriate, in its sole discretion, given such
Agent’s own interest in the Collateral as a Lender and that no Agent shall have any duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct. 

(e) Notwithstanding any provision herein to the contrary, any Security Document may be amended (or amended and restated), restated, waived,
supplemented or modified as contemplated by and in accordance with either Subsection 11.1 or 11.17, as applicable, with the written consent of the Agent party thereto and the Loan Party party thereto. 

(f) The Collateral Agent may, and hereby does, appoint the Administrative Agent as its agent for the purposes of holding any Collateral and/or
perfecting the Collateral Agent’s security interest therein and for the purpose of taking such other action with respect to the collateral as such Agents may from time to time agree. 

10.9 Successor Agent. Subject to the appointment of a successor as set forth herein, (i) the Administrative Agent or the
Collateral Agent may be removed by the Borrower
Representative or the Required Lenders if the
Administrative Agent, the Collateral Agent, or a controlling affiliate of the Administrative Agent or the Collateral Agent is a Defaulting Lender and (ii) the Administrative Agent and the Collateral Agent may resign as Administrative
Agent or Collateral Agent, respectively, in each case upon ten days’ notice to the Administrative Agent, the Lenders and the
Borrower Representative, as applicable. If the
Administrative Agent or the Collateral Agent shall be removed by the Borrower Representative or the Required Lenders pursuant to clause (i) above or if the Administrative Agent or the Collateral Agent shall resign as Administrative Agent or Collateral Agent, as applicable, under this Agreement and
the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which such successor agent shall be subject to approval by the Borrower Representative; provided that such approval by the
Borrower Representative in connection with the
appointment of any successor Administrative Agent shall only be required so long as no Event of Default under Subsection 9.1(a) or (f) has occurred and is continuing; provided, further, that the Borrower Representative shall not unreasonably withhold its approval of
any successor Administrative Agent if such successor is a commercial bank with a consolidated combined capital and surplus of at least $5,000,000,000. Upon the successful appointment of a successor agent, such successor agent shall succeed to the
rights, powers and duties of the Administrative Agent or the Collateral Agent (including the rights, powers
and duties of the Collateral Agent under the Parallel Debt), as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall
mean such successor agent effective 

  
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upon such appointment and approval, and the former Agent’s rights, powers and duties as Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other or
further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans.
In connection with the appointment of a successor agent, the retiring Collateral Agent will reasonably cooperate in
assigning its rights under the Parallel Debt to any such new Collateral Agent and will reasonably cooperate in transferring all rights under any Dutch Security Document to such successor Collateral Agent (it being understood that any indemnities and
other protections provided to the Collateral Agent under the Dutch Security Documents will continue to inure to the benefit of the retiring Collateral Agents as to any actions taken or omitted to be taken by it while it was Collateral
Agent). After any retiring Agent’s resignation or removal as Agent, the provisions of this
Section 10 (including this Section 10.9)
shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement and the other Loan Documents. The fees payable by
thea Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower
Representative and such successor. 

10.10 [Reserved]Parallel Debt. 

(a)
 Each Loan Party irrevocably and unconditionally undertakes to pay to
the Collateral Agent amounts equal to its Corresponding Obligations as they may exist from time to time (each a “Parallel Debt”). 

(b)
 Each Parallel Debt will be payable in the currency or currencies of
the Corresponding Obligation and will become due and payable at the same time as the Corresponding Obligation becomes due and payable. An Event of Default in respect of the payment of the Corresponding Obligations shall constitute a default within
the meaning of section 3:248 of the Dutch Civil Code with respect to the payment of the Parallel Debts without any notice being required. 

(c)
 The rights of the Collateral Agent under each Parallel Debt are its
own claims to receive payment from the Loan Parties, several and independent from the rights of the Secured Parties to receive payment of the Corresponding Obligations of the relevant Loan Party.


(d)
 An amount received by the Collateral Agent in discharge of a Parallel
Debt will discharge the Corresponding Obligation in an equal amount. 
 (e) The aggregate amount outstanding under the Parallel Debts will never exceed the aggregate amount outstanding under the
Corresponding Obligations. 
 (f) For the purpose of this Subsection 10.10, the Collateral Agent acts as the creditor of the Parallel Debts. 
 10.11 Withholding Tax. To the extent required by any applicable law, each Agent may
withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If the Internal
Revenue Service or any other Governmental Authority asserts a claim that any Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or
because such Lender failed to notify such Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Subsection 4.11(a) or
4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect
thereof within 30 days after demand therefor. 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 Subsection 10.11. The agreements in this Subsection
10.11 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 Term Loan Facilities Obligations. 

  
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 10.12 Other Representatives. None of the entities identified as joint bookrunners and
joint lead arrangers pursuant to the definition of Other Representative contained herein, shall have any duties or responsibilities hereunder or under any other Loan Document in its capacity as such. Without limiting the foregoing, no Other
Representative shall have nor be deemed to have a fiduciary relationship with any Lender. At any time that any Lender serving as an Other Representative shall have transferred to any other Person (other than any of its affiliates) all of its
interests in the Loans and in the Commitments, such Lender shall be deemed to have concurrently resigned as such Other Representative. 

10.13 Administrative Agent May File Proofs of Claim. In case of the pendency of any Bankruptcy Proceeding or any other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent
shall have made any demand on the
BorrowerBorrowers) is hereby
authorized by the Lenders, by intervention in such proceeding or otherwise: 
 (a) to file and prove a claim for the whole amount of the
principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, and the Administrative
Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent
under Sections 4.5 and 11.5) allowed in such judicial proceeding; 
 (b) to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same; 
 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to
the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 4.5 and
11.5. 
 10.14 Application of Proceeds. The Lenders, the Administrative Agent and the Collateral Agent agree, as among such
parties, as follows: subject to the terms of the ABL Intercreditor Agreement, the Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of
Default, all amounts collected or received by the Administrative Agent, the Collateral Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as
otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative
Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the
Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each
of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay the Dollar Equivalent of principal of Loans then outstanding and
obligations under Interest Rate Agreements, Currency Agreements, Commodities Agreements and Bank Products Agreements permitted hereunder and secured by the Guarantee and Collateral Agreement, ratably among the applicable Secured Parties in
proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the Dollar Equivalent of all other Term Loan Facility Obligations then owing to the Secured Parties, sixth, to pay the
surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third, “fourth” or “fifth” above are insufficient to pay all obligations
described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Subsection 10.14 may be amended (and the
Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of
loans added pursuant to Subsections 2.8, 2.10 and 2.11, as applicable. 

  
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 Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and
Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts from such Guarantor pursuant to
the preceding paragraph. 
 SECTION 11 

Miscellaneous 
 11.1
Amendments and Waivers. 
 (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended,
supplemented, modified or waived except in accordance with the provisions of this Subsection 11.1. The Required Lenders may (provided that no such written amendment, supplement, modification or waiver referred to below that is not signed by
the Administrative Agent shall become effective until delivered to the Administrative Agent), or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (x) enter into with the respective Loan
Parties hereto or thereto, as the case may be, written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or to the other Loan Documents or changing, in any
manner the rights or obligations of the Lenders or the Loan Parties hereunder or thereunder or (y) waive at any Loan Party’s request, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may
be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that amendments pursuant to Subsections
11.1(d) and (f) may be effected without the consent of the Required Lenders to the extent provided therein; provided, further, that no such waiver and no such amendment, supplement or modification shall: 

(i) (A) reduce or forgive the amount or extend the scheduled date of maturity of any Loan hereunder or of any
scheduled installment thereof (including extending any Maturity Date), (B) reduce the stated rate of any interest, commission or fee payable hereunder (other than as a result of any waiver of the applicability of any post-default
increase in interest rates), (C) extend the scheduled date of any payment of any Lenders’ Loans hereunder, (D) increase the Commitment of such Lender (other than with respect to any Incremental Commitment pursuant to
Subsection 2.8 in respect of which such Lender has agreed to be an Incremental Lender); it being understood that no amendment, modification or waiver of, or consent to departure from, any condition precedent, representation, warranty,
covenant, Default, Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall constitute an increase of any Commitment of such Lender; (E) change the currency in which any Loan is payable; or
(F) amend or modify any provisions of Subsections 4.8(a) or 10.14, in each case without the consent of each Lender directly and adversely affected thereby (it being understood that amendments to, or waivers or modifications
of any conditions precedent, representations, warranties, covenants, Defaults or Events of Default or of a mandatory repayment of the Loans of all Lenders shall not constitute an extension of the scheduled date of maturity, any scheduled
installment, or the scheduled date of payment of the Loans of any Lender); 
 (ii) amend, modify or waive any provision of
this Subsection 11.1(a) or reduce the percentage specified in the definition of “Required Lenders,”, or
consent to the assignment or transfer by the
BorrowerBorrowers of any of itstheir rights and obligations under this
Agreement and the other Loan Documents (other than pursuant to Subsection 8.7 or 11.6(a)), in each case without the written consent of all the Lenders; 

(iii) release Guarantors accounting for all or substantially all of the value of the Guarantee of the Term Loan Facilities
Obligations pursuant to the Guarantee and Collateral Agreement, or, in the aggregate (in a single transaction or a series of related transactions), all or substantially all of the Collateral without the consent of all of the Lenders, except as
expressly permitted hereby or by any Security Document (as such documents are in effect on the date hereof or, if later, the date of execution and delivery thereof in accordance with the terms hereof); 

  
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 (iv) require any Lender to make Loans having an Interest Period of longer
than six (6) months or shorter than one month without the consent of such Lender; 
 (v) amend, modify or waive any
provision of Section 10 without the written consent of the then Agents; or 
 (vi) amend, modify or waive any
provision of Subsection 10.1(a), 10.4 or 10.12 without the written consent of any Other Representative directly and adversely affected thereby; 

provided, further, that, notwithstanding and in addition to the foregoing, and in addition to Liens on the Collateral that the Collateral Agent
is authorized to release pursuant to Subsection 10.8(b), the Collateral Agent may, in its discretion, release the Lien on Collateral valued in the aggregate not in excess of $25,000,000 in any Fiscal Year without the consent of any Lender.

 (b) Any waiver and any amendment, supplement or modification pursuant to this Subsection 11.1 shall apply to each of the Lenders
and shall be binding upon the Loan Parties, the Lenders, the Agents and all future holders of the Loans. In the case of any waiver, each of the Loan Parties, the Lenders and the Agents shall be restored to their former position and rights hereunder
and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent
thereon. 
 (c) Notwithstanding any provision herein to the contrary, no Defaulting Lender shall have any right to approve or disapprove any
amendment, waiver or consent hereunder, except to the extent the consent of such Lender would be required under clause (i) in the further proviso to the second sentence of Subsection 11.1(a). 

(d) Notwithstanding any provision herein to the contrary, this Agreement and the other Loan Documents may be amended (i) to cure
any ambiguity, mistake, omission, defect, or inconsistency with the consent of the Borrower
Representative and the Administrative Agent,
(ii) in accordance with Subsection 2.8 to incorporate the terms of any Incremental Commitments (including to add a new revolving facility or letter of credit facility under this Agreement) with the written consent of Holdingsthe applicable Borrower(s) and
Lenders providing such Incremental Commitments, (iii) in accordance with Subsection 2.10 to effectuate an Extension with the written consent of the Borrower Representative and the Extending Lenders, (iv) in
accordance with Subsection 2.11 to incorporate the terms of any Specified Refinancing Term Loan Facilities with the consent of the Borrowerapplicable Borrower(s) and the applicable Specified Refinancing Lenders, (v) in accordance with Subsection
7.12, to change the financial reporting convention and, (vi) with the consent of the
Borrowerapplicable Borrower(s) and
the Administrative Agent (in each case such consent not to be unreasonably withheld,
conditioned or delayed), in the event any mandatory prepayment or redemption provision in respect of the Net
Available Cash Proceeds of Asset Dispositions or
Recovery Events or from Excess Cash Flow included or to be included in any Incremental Commitment Amendment or any Indebtedness constituting Additional Obligations or that would constitute Additional Obligations would result in Incremental Term
Loans or Additional Obligations, as applicable, being prepaid or redeemed on a more than ratable basis with the Term Loans in respect of the Net Cash Proceeds from any such Asset Disposition or Recovery Event or Excess Cash Flow prepayment to the
extent such Net Cash Proceeds or Excess Cash Flow are required to be applied to repay Term Loans hereunder pursuant to Subsection 4.4(e), to provide for mandatory prepayments of the Term B Loans such that, after giving effect thereto, the
prepayments made in respect of such Incremental Term Loans or Additional Obligations, as applicable, are not on more than a ratable basis. Without limiting the generality of the foregoing, any provision of this Agreement and the other Loan
Documents, including Subsection 4.4, 4.8 or 10.14 hereof, may be amended, supplemented,
modified or waived as set forth in the immediately preceding sentence pursuant to any Incremental Commitment Amendment, any Extension Amendment or any Specified Refinancing Amendment, as the
case may be, to provide for non-pro rata borrowings and payments of any amounts hereunder as between any Tranches, including the Term Loans, any Incremental Commitments or Incremental Term Loans, any Extended Term Tranche and any Specified
Refinancing Tranche, or to provide for the inclusion, as appropriate, of the Lenders of any Extended Term Tranche, Specified Refinancing Tranche, Incremental Commitments or Incremental Term Loans in any required vote or action of the Required
Lenders or of the Lenders of each Tranche hereunder. The Administrative Agent hereby agrees (if requested by the
Borrower Representative) to execute any
amendment, supplement, modification or waiver
referred to in this clause (d) or an acknowledgement thereof. 

  
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 (e) Notwithstanding any provision herein to the contrary, this Agreement may be amended (or
deemed amended) or amended and restated with the written consent of the Required Lenders, the Administrative Agent and the Borrower
Representative (x) to add one or more
additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan
Documents with the existing Facilities and the accrued interest and fees in respect thereof, (y) to include, as appropriate, the Lenders holding such credit facilities in any required vote or action of the Required Lenders or of the
Lenders of each Facility hereunder and (z) to provide class protection for any additional credit facilities. 
 (f)
Notwithstanding any provision herein to the contrary, any Security Document may be amended (or amended and restated), restated, waived, supplemented or modified as contemplated by Subsection 11.17 with the written consent of the Agent party
thereto and the Loan Party party thereto. 
 (g) If, in connection with any proposed change, waiver, discharge or termination of or to any of
the provisions of this Agreement and/or any other Loan Document as contemplated by Subsection 11.1(a), the consent of each Lender or each affected Lender, as applicable, is required and the consent of the Required Lenders at such time is
obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (each such Lender, a “Non-Consenting Lender”) then the Borrower Representative may, on notice to the Administrative Agent and the
Non-Consenting Lender, (A) replace such Non-Consenting Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Subsection 11.6 (with the assignment fee and any other costs and expenses to be
paid by the BorrowerBorrowers in
such instance) all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to Holdingsthe Borrowers to find a replacement
Lender; provided, further, that the applicable assignee shall have agreed to the applicable change, waiver, discharge or termination of this Agreement and/or the other Loan Documents; and provided, further, that all
obligations of the
BorrowerBorrowers owing to the
Non-Consenting Lender relating to the Loans, Commitments and participations so assigned shall be paid in full by the assignee Lender (or, at its option, by the
Borrower Representative) to such Non-Consenting
Lender concurrently with such Assignment and Acceptance or (B) so long as no Event of Default under Subsection 9.1(a) or (f) then exists or will exist immediately after giving effect to the respective prepayment,
prepay the Loans, in whole or in part, subject to Subsections 4.5(b) and 4.12, without premium or penalty. In connection with any such replacement under this Subsection 11.1(g), if the Non-Consenting Lender does not execute and
deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement by the later of (a) the date on which the replacement Lender executes and delivers such
Assignment and Acceptance and/or such other documentation and (b) the date as of which all obligations of the
applicable Borrower owing to the Non-Consenting
Lender relating to the Loans, Commitments and participations so assigned shall be paid in full by the assignee Lender to such Non-Consenting Lender, then such Non-Consenting Lender shall be deemed to have executed and delivered such Assignment and
Acceptance and/or such other documentation as of such date and the Borrower Representative shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Non-Consenting Lender, and the Administrative Agent shall record such
assignment in the Register. 
 11.2 Notices . 

(a) All notices, requests, and demands to or upon the respective parties hereto to be effective shall be in writing (including telecopy or
electronic mail), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or three days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice or
electronic mail, 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), or, in the case of delivery by a nationally recognized
overnight courier, when received, addressed as follows in the case of Holdings, the
BorrowerBorrowers, the
Administrative Agent and the Collateral Agent, or to such other address as may be hereafter notified by the respective parties hereto and any future holders of the Loans: 

  
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	Holdings or thea Borrower:	 	Univar Solutions Inc.
		 	3075 Highland Parkway, Suite 200
		 	Downers Grove, IL 60515
		 	Attention: Kerri Howard, Vice President—Treasurer
		 	Facsimile: (331) 777-6291
		 	Telephone: (331) 777-6061
		 	Email: kerri.howard@univarcorp.comkerri.howard@univarcorp.com and
		 	Treasury@univarcorp.comTreasury@univarcorp.com
		
	With copies (which shall not constitute notice) to:	 	Kirkland & Ellis LLP
		 	601 Lexington Avenue
		 	New York, New York 10022
		 	Attention: Jason Kanner
		 	Facsimile: (212) 446-6460
		 	Telephone: (212) 446-4902
		 	Email: Jason.Kanner@kirkland.com
		
	The Administrative Agent/the Collateral Agent:	 	Bank of America, N.A.
		 	553 California Street, 4th Floor
		 	Mail Code: CA5-705-04-09
		 	San Francisco, California 94104
		 	Attention: Liliana B. Claar
		 	Facsimile: (415) 503-5003
		 	Telephone: (415) 436-2770
		 	Email: liliana.claar@baml.com

 provided that any notice, request or demand to or upon the Administrative Agent or the Lenders pursuant to
Subsection 4.2, 4.4 or 4.8 shall not be effective until received. 
 (b) Without in any way limiting the obligation of
any Loan Party and its Subsidiaries to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may prior to receipt of written confirmation act without liability upon the basis of such telephonic notice,
believed by the Administrative Agent in good faith to be from a Responsible Officer of a Loan Party. 
 (c) Loan Documents may be transmitted
and/or signed by facsimile or other electronic means (i.e., a “pdf” or “tiff”). The effectiveness of any such documents and signatures shall, subject to applicable law, have the same force and effect as manually signed
originals and shall be binding on each Loan Party, each Agent and each Lender. The Administrative Agent may also require that any such documents and signatures be confirmed by a manually signed original thereof; provided that the failure to
request or deliver the same shall not limit the effectiveness of any facsimile or other electronic document or signature. 
 (d) Notices and
other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including electronic mail and Internet or intranet websites). Notices or communications posted to an Internet or intranet website shall be
deemed received upon the posting thereof. 
 (e) TheEach Borrower hereby acknowledges that (a) the Administrative Agent and/or the other Agents will make available to the
Lenders materials and/or information provided by or on behalf of
theeach Borrower hereunder
(collectively, “Borrower Materials”) by posting the Borrower Materials on the Platform and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public
information with respect to the applicable Borrower or its
securities) (each, a “Public Lender”). The Borrower 

  
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Representative hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that do not contain any material non-public information and that may be distributed to the Public
Lenders and that (x) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof and (y) by
marking Borrower Materials “PUBLIC,” the
BorrowerBorrowers shall be deemed
to have authorized the Administrative Agent and the other Agents to make such Borrower Materials available through a portion of the Platform designated “Public Investor.” Notwithstanding the foregoing or any other provision of this
Agreement to the contrary, neither the Borrower nor any of itstheir Related Parties shall be liable, or
responsible in any manner, for the use by any Agent, any Lender, any Participant or any of their Related Parties of the Borrower Materials. In addition, it is agreed that (i) to the extent any Borrower Materials constitute confidential
information, they shall be subject to the confidentiality provisions of Subsection 11.16 and (ii) the BorrowerBorrowers shall be under no obligation to designate any Borrower Materials as “PUBLIC.” 

(f) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES
WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.

 (g) Each Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the
Borrower Representative and the Administrative Agent.

 (h) All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such recording. 
 11.3 No Waiver; Cumulative Remedies. No
failure to exercise and no delay in exercising, on the part of any Agent, any Lender or any Loan Party, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. 
 11.4 Survival of Representations and
Warranties. All representations and warranties made hereunder and in the other Loan Documents (or in any amendment, modification or supplement hereto or thereto) and in any certificate delivered pursuant hereto or such other Loan Documents shall
survive the execution and delivery of this Agreement and the making of the Loans hereunder. 
 11.5 Payment of Expenses and Taxes. The
Borrower agreesBorrowers agree
(a) to pay or reimburse the Agents and the Other Representatives for (1) all their reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facilities and
the development, preparation, execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, (ii) the
consummation and administration of the transactions (including the syndication of the Initial Term Loan Commitments (as defined in the Original Credit Agreement)) contemplated hereby and thereby and (iii) efforts to monitor the Loans and
verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral, and (2) the reasonable and documented fees and disbursements of one firm of counsel solely in its capacity as counsel to
the Administrative Agent, and such other special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the continuance of an Event of Default) is approved by the Borrower Representative, (b) to pay or reimburse each Lender,
each Lead Arranger and the Agents for all their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any other documents prepared in connection
herewith or therewith, including the fees and disbursements of counsel to the Agents and the Lenders, (c) to pay, indemnify, or reimburse each Lender, each Lead Arranger and the Agents for, and hold each Lender, each Lead Arranger and
the Agents harmless from, any and all recording and filing fees 

  
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and any and all liabilities with respect to, or resulting from any delay in paying, any stamp, documentary, excise and other similar taxes, if any, which may be payable or determined to be
payable in connection with the execution, delivery or enforcement of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify or reimburse each Lender, each Lead Arranger, each Agent (and any sub-agent thereof) and each Related Party of any of the foregoing Persons
(each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever (in the case of fees and disbursements of counsel, limited to one firm of counsel for all Indemnities and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all Indemnities (and, in the case
of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower
Representative of such conflict and thereafter, after
receipt of the Borrower’s consent (which shall not be unreasonably withheld), retains its own counsel, of another firm of counsel for such affected Indemnitee) arising out of or relating to any actual or prospective claim, litigation,
investigation or proceeding, whether based on contract, tort or any other theory, brought by a third party or by any Borrower or any other Loan Party and regardless of whether any Indemnitee is a party thereto, with respect to the execution,
delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans, the violation of, noncompliance with or
liability under, any Environmental Law applicable to the operations of Holdings or any of its Restricted Subsidiaries or any of the property of Holdings or any of its Restricted Subsidiaries, (all the foregoing in this clause (d), collectively, the
“Indemnified Liabilities”), provided that the
BorrowerBorrowers shall not have
any obligation hereunder to any Lead Arranger, any Other Representative, any Agent (or any sub-agent thereof) or any Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender) with
respect to Indemnified Liabilities arising from (i) the gross negligence, bad faith or willful misconduct of such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender (or any Related Party of such Lead
Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable decision, (ii) a material breach of the Loan Documents by
such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender (or any Related Party of such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender), as the case may be, as determined by a court of
competent jurisdiction in a final and non-appealable decision or (iii) claims against such Indemnitee or any Related Party brought by any other Indemnitee that do not involve claims against any Lead Arranger or Agent in its capacity as
such. Neither the Borrower nor any Indemnitee shall be liable for any indirect, special,
punitive or consequential damages hereunder; provided that nothing contained in this sentence shall limit the Borrower’s indemnity or reimbursement obligations under this Subsection 11.5 to the extent such indirect, special,
punitive or consequential damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. All amounts due under this Subsection 11.5 shall be payable not later than 30 days
after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this Subsection 11.5 shall be submitted to the address of the Borrower Representative set forth in Subsection 11.2, or to such
other Person or address as may be hereafter designated by the Borrower Representative in a notice to the Administrative Agent. Notwithstanding the foregoing, except as provided in Subsections 11.5(b) and (c) above, the
BorrowerBorrowers shall have no
obligation under this Subsection 11.5 to any Indemnitee with respect to any tax, levy, impost, duty, charge, fee, deduction or withholding imposed, levied, collected, withheld or assessed by any Governmental Authority. The agreements in this
Subsection 11.5 shall survive repayment of the Loans and all other amounts payable hereunder. 
 11.6 Successors and
Assigns; Participations and Assignments. 
 (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) other than in accordance with Subsection 8.7, theno Borrower shall 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 theany 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 Subsection 2.10(e), Subsection 4.13(d), Subsection 11.1(g) or this Subsection
11.6. 

  
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 (b)
(i) (i) Subject to the
conditions set forth in Subsection 11.6(b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, assign (other than to a Disqualified Lender or any natural person) to
one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including its Commitments and/or Loans, pursuant to an Assignment and Acceptance) with the prior written consent (such
consent not to be unreasonably withheld or delayed) of: 
 (A) the Borrower Representative, provided that no consent of the Borrower
Representative shall be required for an assignment
(x) of Term Loans to a Lender, an Affiliate of a Lender, or an Approved Fund (as defined below); provided, that if any Lender assigns all or a portion of its rights and obligations with respect to the Term Loans under this
Agreement to one of its Affiliates in connection with or in contemplation of the sale or other disposition of its interest in such Affiliate, the Borrower’s prior written consent shall be required for such assignment, and, (y) if an
Event of Default under Subsection 9.1(a) or (f) with respect to
theany Borrower has occurred and is
continuing, to any other Person; and 
 (B) the Administrative Agent (such consent not to be unreasonably withheld);
provided that no consent of the Administrative Agent shall be required for an assignment to a Lender or an Affiliate of a Lender or an Approved Fund. 

(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 Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance
with respect to such assignment is delivered to the Administrative Agent) shall be in an amount of an integral multiple of not less than $1,000,000 (or, in the case of Loans or Commitments denominated in Euros, €1,000,000), unless the Borrower Representative and the Administrative Agent otherwise consent,
provided that (1) no such consent of the Borrower Representative shall be required if an Event of Default under Subsection 9.1(a) or (f) with respect to theany Borrower has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and
its Affiliates or Approved Funds, if any; 
 (B) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case); provided that for concurrent assignments to two or more Approved Funds
such assignment fee shall only be required to be paid once in respect of and at the time of such assignments; 
 (C) the
Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; 
 (D) any
assignment of Incremental Commitments or Loans to an Affiliated Lender shall also be subject to the requirements of Subsections 11.6(h) and (i); and 

(E) any Term Loans acquired by Holdings,
theany Borrower or any Restricted
Subsidiary shall be retired and cancelled promptly upon acquisition thereof. 
 For the purposes of this Subsection
11.6, the term “Approved Fund” has the following meaning: “Approved Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or investing in bank loans and
similar extensions of credit in the ordinary course and 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. Notwithstanding the foregoing, no Lender shall be permitted to make assignments under this Agreement to any Disqualified Lender, except to the extent the Borrower
Representative has consented to such assignment in writing
and any such assignment and Disqualified Lender shall be subject to the provisions of Subsection 11.6(m), except to the extent the Borrower
Representative has otherwise expressly consented to
in writing (in which case such Lender will not be considered a Disqualified Lender solely for that particular assignment). 

  
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 (iii) Subject to acceptance and recording thereof pursuant to clause (b)(iv)
below, from and after the effective date specified in each Assignment and Acceptance the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, 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 Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance
covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of (and bound by any related obligations under) Subsections
4.10, 4.11, 4.12, 4.13 and 11.5, and bound by its continuing obligations under Subsection 11.6(k) and Subsection 11.16). Any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with Subsection 2.10(e), Subsection 4.13(d), Subsection 11.1(g) or this Subsection 11.6 shall, to the extent it would comply with Subsection 11.6(c), be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (c) of this Subsection 11.6 (and any attempted assignment, transfer or participation which does not comply with this
Subsection 11.6 shall be null and void). 
 (iv) The Borrower Representative hereby designates the Administrative Agent, and
the Administrative Agent agrees, to serve as
theany Borrower’s agent,
solely for purposes of this Subsection 11.6, to maintain at one of its offices in New York, New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and
the Commitments of, and interest and principal 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 the
BorrowerBorrowers, the
Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower (and, solely with respect to entries applicable to such Lender, any Lender), at any reasonable time and from time to time upon reasonable prior notice. In no event shall the Administrative Agent be obligated
to ascertain, monitor or inquire as to whether any prospective assignee is a Disqualified Lender, or have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any
Disqualified Lender. 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 Term Loans or Incremental Term Loans held by Affiliated Lenders. Upon request by the Administrative Agent, the Borrower
Representative shall use commercially reasonable
efforts to (i) promptly (and in any case, not less than 5 Business Days (or shorter period
as agreed to by the Administrative Agent) prior to the proposed effective date of any amendment, consent or waiver pursuant to Subsection 11.1) provide to the Administrative Agent, a list of, to theeach Borrower’s knowledge, all
Affiliated Lenders holding Loans or Commitments at the time of such notice and (ii) not less than five Business Days (or shorter period as agreed to by the Administrative Agent) prior to the proposed effective date of any amendment,
consent or waiver pursuant to Subsection 11.1, provide to the Administrative Agent, a list of, to
theeach Borrower’s knowledge,
all Affiliated Debt Funds holding Loans or Commitments at the time of such notice. 
 (v) Each Lender that sells a
participation shall, acting for itself and, solely for this purpose, as a non-fiduciary agent of
theeach 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, Commitments 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 (x) to establish that such commitment, loan, letter of credit or other
obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations or (y) for theany Borrower to enforce its rights hereunder. The entries in the Participant Register shall be conclusive absent manifest
error, and a Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. 

  
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 (vi) Upon its receipt of a duly completed Assignment and Acceptance executed
by an assigning Lender (unless such assignment is being made in accordance with Subsection 2.10(d), Subsection 4.12(d), Subsection 11.1(g) or Subsection 11.6(k)(iv), in which case the effectiveness of such Assignment and
Acceptance shall not require execution by assigning Lender) and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in this
Subsection 11.6(b) and any written consent to such assignment required by this Subsection 11.6(b), the Administrative Agent shall accept such Assignment and Acceptance, record the information contained therein in the Register and give
prompt notice of such assignment and recordation to the Borrower. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this clause (vi). 

(vii) On or prior to the effective date of any assignment pursuant to this Subsection 11.6(b), the assigning Lender
shall surrender to the Administrative Agent any outstanding Notes held by it evidencing the Loans or Commitments, as applicable, which are being assigned. Any Notes surrendered by the assigning Lender shall be returned by the Administrative Agent to
the Borrower Representative marked “cancelled.”

 Notwithstanding the foregoing provisions of this Subsection 11.6(b) or any other provision of this Agreement, if the
Borrower Representative shall have consented thereto in
writing in its sole discretion, the Administrative Agent shall have the right, but not the obligation, to effectuate assignments of Loans, Incremental Commitments and Term Loan Commitments via an electronic settlement system acceptable to
Administrative Agent and the Borrower Representative
as designated in writing from time to time to the Lenders by Administrative Agent (the “Settlement Service”). At any time when the Administrative Agent elects, in its sole discretion, to implement such Settlement Service, each such
assignment shall be effected by the assigning Lender and proposed Assignee pursuant to the procedures then in effect under the Settlement Service, which procedures shall be subject to the prior written approval of the Borrower Representative and shall be consistent with the other provisions
of this Subsection 11.6(b). Each assigning Lender and proposed Assignee shall comply with the requirements of the Settlement Service in connection with effecting any assignment of Loans and Commitments pursuant to the Settlement Service.
Assignments and assumptions of Loans and Commitments shall be effected by the provisions otherwise set forth herein until the Administrative Agent notifies the Lenders of the Settlement Service as set forth herein. The Borrower Representative may withdraw its consent to the use of the
Settlement Service at any time upon notice to the Administrative Agent, and thereafter assignments and assumptions of the Loans and Commitments shall be effected by the provisions otherwise set forth herein. 

Furthermore, no Assignee, which as of the date of any assignment to it pursuant to this Subsection 11.6(b) would be entitled to receive
any greater payment under Subsection 4.10, 4.11, 4.12 or 11.5 than the assigning Lender would have been entitled to receive as of such date under such Subsections with respect to the rights assigned shall notwithstanding
anything to the contrary in this Agreement be entitled to receive such greater payments unless the assignment was made after an Event of Default under Subsection 9.1(a) or (f) has occurred and is continuing or the Borrower Representative has expressly consented in writing to waive the
benefit of this provision at the time of such assignment. 
 (c) (i) Any Lender other than a Conduit Lender may, in the ordinary course of its business and in
accordance with applicable law, without the consent of the Borrower Representative or the Administrative Agent, sell participations (other than to any Disqualified Lender or a natural person) to one or more banks or other entities (a “Participant”) in all or a portion of such
Lender’s rights and obligations under this Agreement (including all or a portion of its Term Loan Commitments, Incremental Commitments, Extended Commitments and the Loans owing to it); provided 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) such Lender shall remain the holder of any such
Loan for all purposes under this Agreement and the other Loan Documents, (D) the Borrower
Representative, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this
Agreement and (E) in the case of any participation to a Permitted Affiliated Assignee, such participation shall be governed by the provisions of 

  
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Subsection 11.6(h)(ii) to the same extent as if each reference therein to an assignment of a Loan were to a participation of a Loan and the references to Affiliated Lender were to such
Permitted Affiliated Assignee in its capacity as a participant. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment,
supplement, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, supplement, modification or waiver that
(1) requires the consent of each Lender directly affected thereby pursuant to the second proviso to the second sentence of Subsection 11.1(a) and (2) directly affects such Participant. Subject to Subsection
11.6(c)(ii), the Borrower agreesBorrowers
agree that each Participant shall be entitled to the benefits of (and shall have the related obligations under) Subsections 4.10, 4.11, 4.12, 4.13 and 11.5 to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to Subsection 11.6(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Subsection 11.7(b) as though it were a Lender, provided that
such Participant shall be subject to Subsection 11.7(a) as though it were a Lender. 
 (d) (i) (i) Notwithstanding the
foregoing, no Lender shall be permitted to sell or maintain a participation under this Agreement to or with any Disqualified Lender and any participation to a Person that is or at any time becomes a Disqualified Lender shall be null and void, except
to the extent the Borrower Representative has expressly
consented to such participation in writing; provided that if any such participation by a Lender is subject to a sub-participation by such Disqualified Lender to a Person that is not a Disqualified Lender or natural person, and such
sub-participation if made as a participation directly by such Lender would comply with Subsection 11.6, such sub-participant shall have the right to assume all of the rights and obligations of such Disqualified Lender under such participation
and thereby become a Participant hereunder in substitution for such Disqualified Lender (it being understood that such sub-participant shall, prior to the effectiveness of such assumption, provide to such Lender that sold or maintained such
participation all documentation and information as is reasonably required by such Lender pursuant to “know your customer” and anti-money laundering rules and regulations and execute and deliver an appropriate assumption agreement to effect
such substitution on terms and conditions mutually agreed between such sub-participant and such Lender, and such Disqualified Lender shall thereupon be deemed to have executed and delivered such assumption agreement). Any such participation and
Disqualified Lender not permitted prior to the foregoing sentence shall be subject to the provisions of Subsection 11.6(k), except to the extent the Borrower
Representative has otherwise expressly consented in
writing. Any attempted participation which does not comply with Subsection 11.6 shall be null and void. 
 (ii)
No Loan Party shall be obligated to make any greater payment under Subsection 4.10, 4.11 or 11.5 than it would have been obligated to make in the absence of any participation, unless the sale of such participation is made with
the prior written consent of the Borrower Representative
and the Borrower Representative expressly waives the
benefit of this provision at the time of such participation. Any Participant that is not incorporated under the laws of the United States of America or a state thereof shall not be entitled to the benefits of Subsection 4.11 unless such
Participant complies with Subsection 4.11(b) and provides the forms and certificates referenced therein to the Lender that granted such participation. 

(e) Any Lender, without the consent of the Borrower
Representative or the Administrative Agent, may 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 central bank of a member state
of the European Union, and this Subsection 11.6 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 (by foreclosure or otherwise) any such pledgee or Assignee for such Lender as a party hereto. 

(f) No assignment or participation made or purported to be made to any Assignee or Participant shall be effective without the prior written
consent of the Borrower Representative if it would require
theany Borrower to make any filing
with any Governmental Authority or qualify any Loan or Note under the laws of any jurisdiction, and the Borrower
Representative shall be entitled to request and
receive such information and assurances as it may reasonably request from any Lender or any Assignee or Participant to determine whether any such filing or qualification is required or whether any assignment or participation is otherwise in
accordance with applicable law. 

  
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 (g) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it
may have funded hereunder to its designating Lender without the consent of the Borrower
Representative or the Administrative Agent and without
regard to the limitations set forth in Subsection 11.6(b). The
BorrowerBorrowers, each Lender and
the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any domestic or foreign bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding under any state, federal or provincial bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each
Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during
such period of forbearance. Each such indemnifying Lender shall pay in full any claim received from
theeach such Borrower pursuant to
this Subsection 11.6(f) within 30 Business Days of receipt of a certificate from a Responsible Officer of the Borrower
Representative specifying in reasonable detail the
cause and amount of the loss, cost, damage or expense in respect of which the claim is being asserted, which certificate shall be conclusive absent manifest error. Without limiting the indemnification obligations of any indemnifying Lender pursuant
to this Subsection 11.6(f), in the event that the indemnifying Lender fails timely to compensate
theeach such Borrower for such
claim, any Loans held by the relevant Conduit Lender shall, if requested by the Borrower
Representative, be assigned promptly to the Lender that administers the Conduit Lender and the designation of such Conduit Lender shall be void. 

(h) If theany Borrower wishes to replace the Loans under any Facility with ones having different terms, it shall have the option, with
the consent of the Administrative Agent and subject to at least three Business Days’ (or such shorter period as agreed to by the Administrative Agent in its reasonable discretion) advance notice to the Lenders under such Facility, instead of
prepaying the Loans to be replaced, to (i) require the Lenders under such Facility to assign such Loans to the Administrative Agent or its designees and (ii) amend the terms thereof in accordance with Subsection 11.1.
Pursuant to any such assignment, all Loans to be replaced shall be purchased at par (allocated among the Lenders under such Facility in the same manner as would be required if such Loans were being optionally prepaid by the Borrower), accompanied by
payment of any accrued interest and fees thereon and any amounts owing pursuant to Subsection 4.12. By receiving such purchase price, the Lenders under such Facility shall automatically be deemed to have assigned the Loans under such Facility
pursuant to the terms of the form of the Assignment and Acceptance, the Administrative Agent shall record such assignment in the Register and accordingly no other action by such Lenders shall be required in connection therewith. The provisions of
this clause (g) are intended to facilitate the maintenance of the perfection and priority of existing security interests in the Collateral during any such replacement. 

(i) (i) Notwithstanding anything to the contrary contained herein, (x) any Lender may, at any time, assign all or a portion of its rights and obligations under this Agreement in respect of its Loans or
Commitments to any Parent Entity, Holdings, any Subsidiary or an Affiliated Lender and (y) any Parent Entity, Holdings and any Subsidiary may, from time to time, purchase or prepay Loans, in each case, on a non-pro rata basis through
(1) Dutch auction procedures open to all applicable Lenders on a pro rata basis in accordance with customary procedures to be agreed between the Borrower
Representative and the Administrative Agent (or
other applicable agent managing such auction); provided that (A) any such Dutch auction by Holdings or its Subsidiaries shall be made in accordance with Subsection 4.4(l) and (B) any such Dutch auction by any
Parent Entity shall be made on terms substantially similar to Subsection 4.4(l) or on other terms to be agreed between such Parent Entity and the Administrative Agent (or other applicable agent managing such auction) or (2) open
market purchases; provided, further, that: 
 (1) such Affiliated Lender and such other Lender shall
execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit K hereto or any other form (including electronic documentation generated by use of an electronic platform) approved by the
Administrative Agent (an “Affiliated Lender Assignment and Assumption”) and the Administrative Agent shall record such assignment in the Register; 

(2) at the time of such assignment after giving effect to such assignment, the aggregate principal amount of all Term Loans
held (or participated in) by Affiliated Lenders that are not Affiliated Debt Funds shall not exceed 25.0% of the aggregate principal amount of all Term Loans outstanding under this Agreement; 

  
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 (3) any such Term Loans acquired by (x) Holdings, thea Borrower or a Restricted Subsidiary
shall be retired or cancelled promptly upon the acquisition thereof and (y) an Affiliated Lender may, with the consent of Holdings, be contributed to
thea Borrower, whether through a
Parent Entity or otherwise, and exchanged for debt or equity securities of Holdings or such Parent Entity that are otherwise permitted to be issued at such time pursuant to the terms of this Agreement, so long as any Term Loans so acquired by
Holdings shall be retired and cancelled promptly upon the acquisition thereof; and 
 (4) [Reserved]; 

(5) each Lender making such assignment to such Affiliated Lender acknowledges and agrees that in connection with such
assignment, (1) such Affiliated Lender then may have, and later may come into possession of Excluded Information, (2) such Lender has independently and, without reliance on the Affiliated Lender, Holdings, theany Borrower, any of its Subsidiaries,
the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to enter into such assignment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of
Holdings, theany Borrower, its
Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holdings, theany Borrower, its Subsidiaries, the
Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender entering into such an assignment further acknowledges that the Excluded Information
may not be available to the Administrative Agent or the other Lenders. 
 (ii) Notwithstanding anything to the contrary in
this Agreement, no Affiliated Lender that is not an Affiliated Debt Fund shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which
representatives of the Loan Parties are not invited, (B) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among the Administrative Agent and/or one or more Lenders, except
to the extent such information or materials have been made available to Holdings or its representatives or (C) receive advice of counsel to the Administrative Agent, the Collateral Agent or any other Lender or challenge their attorney
client privilege. 
 (iii) Notwithstanding anything in Subsection 11.1 or the definition of “Required
Lenders” to the contrary, for purposes of determining whether the Required Lenders have (A) consented (or not consented) to any amendment or waiver of any provision of this Agreement or any other Loan Document or any departure by
any Loan Party therefrom, (B) otherwise acted on any matter related to any Loan Document, or (C) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with
respect to or under any Loan Document, an Affiliated Lender that is not an Affiliated Debt Fund shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter
by Lenders who are not such Affiliated Lenders; provided that, (I) to the extent Lenders are being compensated by the BorrowerBorrowers for consenting to an amendment, modification, waiver or any other action, each Affiliated Lender who has been deemed
to have voted its Loans in accordance with this Subsection 11.6(h)(iii) shall be entitled to be compensated on the same basis as each consenting Lender as if it had voted all of its Loans in favor of the applicable amendment, modification,
waiver or other action); and (II) no amendment, modification, waiver, consent or other action with respect to any Loan Document shall deprive such Affiliated Lender of its ratable share of any payments of Loans of any class to which such
Affiliated Lender is entitled under the Loan Documents without such Affiliated Lender providing its consent; provided, further, that such Affiliated Lender shall have the right to approve any amendment, modification, waiver or consent
that (x) disproportionately and adversely affects such Affiliated Lender in its capacity as a Lender or affects such Affiliated Lender differently in its capacity as a Lender than other Lenders or (y) is of the type described
in Subsections 11.1(a)(i) through (vi) (other than subclauses (v) and (vi)); and in furtherance of the foregoing, (x) the Affiliated Lender agrees to execute and deliver to the Administrative Agent
any instrument reasonably requested by the Administrative Agent to evidence the voting of its interest as a Lender in accordance with the provisions of this Subsection 11.6(h)(iii); provided that if the Affiliated Lender fails to
promptly execute such instrument such failure shall in no way prejudice any of the Administrative Agent’s rights under this 

  
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Subsection 11.6(h)(iii) and (y) the Administrative Agent is hereby appointed (such appointment being coupled with an interest) by such Affiliated Lender as such Affiliated
Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender, from time to time in the Administrative Agent’s discretion to take any action and to execute any
instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this Subsection 11.6(h)(iii). 

(iv) Each Affiliated Lender that is not an Affiliated Debt Fund, solely in its capacity as a Lender, hereby agrees, and each
Affiliated Lender Assignment and Assumption agreement shall provide a confirmation that, if any of Holdings, theany Borrower or any Restricted Subsidiary shall be subject to any voluntary or involuntary bankruptcy, reorganization,
insolvency or liquidation proceeding (each, a “Bankruptcy Proceeding”), (i) such Affiliated Lender shall not take any step or action in such Bankruptcy Proceeding to object to, impede, or delay the exercise of any right
or the taking of any action by the Administrative Agent (or the taking of any action by a third party that is supported by the Administrative Agent) in relation to such Affiliated Lender’s claim with respect to its Term Loans
(“Claim”) (including objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization) so long as such Affiliated Lender in its
capacity as a Lender is treated in connection with such exercise or action on the same or better terms as the other Lenders and (ii) (with respect to any matter requiring the vote of Lenders during the pendency of a Bankruptcy Proceeding
(including voting on any plan of reorganization), the Term Loans held by such Affiliated Lender (and any Claim with respect thereto) shall be deemed to be voted in accordance with Subsection 11.6(h)(iii) above so long as such Affiliate Lender
in its capacity as a Lender is treated in connection with the exercise of such right or taking of such action on the same or better terms as other Lenders. For the avoidance of doubt, the Lenders and each Affiliated Lender that is not an Affiliated
Debt Fund agree and acknowledge that the provisions set forth in this Subsection 11.6(h)(iv) and the related provisions set forth in each Affiliated Lender Assignment and Assumption constitute a “subordination agreement” as such
term is contemplated by, and utilized in, Section 510(a) of the United States Bankruptcy Code, and, as such, it is their intention that this Subsection 11.6(h)(iv) would be enforceable for all purposes in any case where Holdings, theany Borrower or any Restricted Subsidiary
has filed for protection under any law relating to bankruptcy, insolvency or reorganization or relief of debtors applicable to Holdings, the
applicable Borrower or such Restricted Subsidiary, as
applicable. Each Affiliated Lender that is not an Affiliated Debt Fund hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in
the place and stead of such Affiliated Lender and in the name of such Affiliated Lender (solely in respect of Loans, Commitments and participations therein and not in respect of any other claim or status such Affiliated Lender may otherwise have),
from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this Subsection 11.6(h)(iv).

 (j) Notwithstanding anything to the contrary in this Agreement, Subsection 11.1 or the definition of “Required
Lenders” (x) with respect to any assignment or participation to or by an Affiliated Debt Fund, such assignment or participation shall be made pursuant to an open market purchase and (y) for purposes of determining
whether the Required Lenders have (i) consented (or not consented) to any amendment, supplement, 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, all Term Loans held by Affiliated Debt Funds may not account for more than 50.0% of the Term Loans of consenting Lenders included in determining whether the Required Lenders have consented to any action
pursuant to Subsection 11.1. 
 (k) (i) (i) Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, if any Lender or
Participant at any time is or becomes a Disqualified Lender, then for so long as such Lender or Participant shall be a Disqualified Lender, the provisions of this Subsection 11.16(k) shall apply with respect to such Disqualified Lender unless
the Borrower Representative shall have otherwise expressly
consented in writing in its sole discretion (and regardless of whether the Borrower
Representative shall have consented to any
assignment or participation to such Lender or Participant). 

  
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 (ii) Any Disqualified Lender shall be bound by the provisions of, but shall
not have any rights or remedies or be a beneficiary (whether as a Lender, a Participant or otherwise) under or with respect to, this Agreement or any other Loan Document. Without limiting the foregoing, a Disqualified Lender (1) shall
not be entitled to and shall have no right to receive any payment in respect of principal (other than with respect to payments of principal on the Maturity Date for the applicable Tranche), interest, fees, costs, expenses or any other amount under
or in respect of any Loan Document, including but not limited to pursuant to Subsections 2.2, 4.1, 4.4, 4.5, 4.8, 4.10, 4.11, 4.12, 11.5, 11.6(c) or 11.7 of this Agreement,
Subsection 9.4 of the Guarantee and Collateral Agreement or any similar provision of any other Loan Document, and (2) shall be deemed not to be a Secured Party (as defined in the Guarantee and Collateral Agreement or any other applicable
Security Document) under or in respect of any Loan Document. No fees or interest shall accrue for the account of a Disqualified Lender (except solely for interest payable to a permitted assignee thereof following an assignment to such assignee
(1) pursuant to and as expressly provided in Subsection 11.6(b) and (2) pursuant to and as expressly provided in Subsection 11.6(m)(iv) below). 

(iii) No Disqualified Lender shall have any right to approve, disapprove or consent to any amendment, supplement, waiver or
modification of this Agreement or any other Loan Document or any term hereof or thereof. In determining whether the requisite Lender or Lenders have consented to any such amendment, supplement, waiver or modification, and in determining the Required
Lenders for any purpose under or in respect of any Loan Document, any Lender that is a Disqualified Lender (and the Loans and/or Commitments of such Disqualified Lender) shall be excluded and disregarded. Each such amendment, supplement, waiver or
modification shall be binding and effective as to each Disqualified Lender. 
 (iv) The Borrower Representative shall have the right (A) at the sole
expense of any Lender that is a Disqualified Lender and/or the Person that assigned its Commitments and/or Loans to such Disqualified Lender, to seek to replace or terminate such Disqualified Lender as a Lender by causing such Lender to (and such
Lender shall be obligated to) assign any or all of its Commitments and/or Loans and its rights and obligations under this Agreement to one or more assignees (which may, at the
Borrower’sBorrower
Representative’s sole option, be or include any Parent Entity, any Borrower or any Subsidiary); provided that (1) the Administrative Agent shall not have any obligation to the Borrower Representative to find such a replacement Lender,
(2) the Borrower Representative shall
not have any obligation to such Disqualified Lender or any other Person to find such a replacement Lender or accept or consent to any such assignment to itself or any other Person and (3) the assignee (or, at its option, the
Borrower Representative) shall pay to such
Disqualified Lender concurrently with such assignment an amount (which payment shall be deemed payment in full) equal to the lesser of (x) the face principal amount of the Loans so assigned, (y) the amount that such
Disqualified Lender paid to acquire such Commitments and/or Loans, and (z) the most recently available quoted price for such Commitments and/or Loans (as determined by
the BorrowerHoldings in good faith,
which determination shall be conclusive, the “Trading Price”), in each case without interest thereon (it being understood that if the effective date of such assignment is not an Interest Payment Date, such assignee shall be entitled
to receive on the next succeeding Interest Payment Date interest on the principal amount of the Loans so assigned that has accrued and is unpaid from the Interest Payment Date last preceding such effective date (except as may be otherwise agreed
between such assignee and the Borrower
Representative)), or (B) to prepay any Loans held by such Disqualified Lender, in whole or in part, by paying an amount (which payment shall be deemed payment in full) equal to the
lesser of (x) the face principal amount of the Loans so prepaid, (y) the amount that such Disqualified Lender paid to acquire such Loans, and (z) the Trading Price for such Loans (in each case without interest
thereon), and if applicable, terminate the Commitments of such Disqualified Lender, in whole or in part. In connection with any such replacement, (1) if the Disqualified Lender does not execute and deliver to the Administrative Agent a
duly completed Assignment and Acceptance and/or any other documentation necessary or appropriate (in the good faith determination of the Administrative Agent or the Borrower Representative, which determination shall be conclusive) to
reflect such replacement by the later of (a) the date on which the replacement Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (b) the date as of which the Disqualified Lender
shall be paid by the assignee Lender (or, at its option, the Borrower Representative) the amount required pursuant to this Subsection 11.16(k)(iv)(B), then such Disqualified Lender shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation
as of such date and the Borrower Representative
shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance 

  
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and/or such other documentation on behalf of such Disqualified Lender, and the Administrative Agent shall record such assignment in the Register, (2) each Lender (whether or not then
a party hereto) agrees to disclose to the Borrower Representative the amount that the applicable Disqualified Lender paid to acquire Commitments and/or Loans from such Lender and (3) each Lender that is a Disqualified Lender agrees to disclose to the Borrower
Representative the amount it paid to acquire the
Commitments and/or Loans held by it. 
 (v) No Disqualified Lender (whether as a Lender, a Participant or otherwise)
shall have any right to (A) receive any information or material made available to any Lender or the Administrative Agent hereunder or under any other Loan Document, (B) have access to any Internet or intranet website to which
any of the Lenders and the Administrative Agent have access (whether a commercial, third-party or other website or whether sponsored by the Administrative Agent, any Borrower or otherwise), (C) attend (including by telephone) or
otherwise participate in any meeting or discussions (or portions thereof) among or with any of the
BorrowersBorrower, the Administrative Agent and/or one or more Lenders, (D) receive any
information or material prepared by any Borrower, the Administrative Agent and/or one or more Lenders or (E) receive advice of counsel to the Administrative Agent, the Collateral Agent or any other Lender or challenge their attorney
client privilege. Any Disqualified Lender shall not solicit or seek to obtain any such information or material. If at any time any Disqualified Lender receives or possesses any such information or material, such Disqualified Lender shall
(1) notify the Borrower Representative as soon
as possible that such information or material has become known to it or came into its possession, (2) immediately return to the Borrower
Representative or, at the option of the
Borrower Representative, destroy (and confirm to the
Borrower Representative such destruction) such
information or material, together with any notes, analyses, compilations, forecasts, studies or other documents related thereto which it or its advisors prepared and (3) keep such information or material confidential and shall not
utilize such information or material for any purpose. Each Lender (whether or not then a party hereto) agrees to notify the Borrower
Representative as soon as possible if it becomes
aware that (x) it made an assignment to or has a participation with a Disqualified Lender, or (y) any such Disqualified Lender has received any such information of materials. 

(vi) The rights and remedies of
Holdings and the Borrower Representative provided herein are cumulative and are not
exclusive of any other rights and remedies provided to Holdings and the Borrower Representative or any other
Borrower at law or in equity, and each of Holdings,
the Borrower Representative and the Borrowers shall
be entitled to pursue any remedy available to it against any Lender that has (or has purported to have) made an assignment or sold or maintained a participation to or with a Disqualified Lender or against any Disqualified Lender. In no event shall
the Administrative Agent be obligated to ascertain, monitor or inquire as to whether any prospective assignee pursuant to Subsection 11.6(b) or any participant pursuant to Subsection 11.6(c) is a Disqualified Lender. 

(l) Notwithstanding the foregoing provisions of this Subsection 11.6, nothing in this Subsection 11.6 is intended to or should be
construed to limit the Borrower’s right to prepay the Loans as provided hereunder, including under Subsection 4.4. 
 11.7
Adjustments; Set-off; Calculations; Computations. 
 (a) If any Lender (a “Benefited Lender”) shall at any time
receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Subsection
9.1(f), or otherwise (except pursuant to Subsection 2.9, 2.10, 2.11, 4.4, 4.5(b), 4.9, 4.10, 4.11, 4.12, 4.13(d), 11.1(g) or 11.6)), in a greater proportion than
any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans owing to it, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders an interest (by
participation, assignment or otherwise) in such portion of each such other Lender’s Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such
Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from
such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. 

  
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 (b) In addition to any rights and remedies of the Lenders provided by law, each Lender shall
have the right, without prior notice to the Borrower Representative, any such notice being expressly waived by the Borrower
Representative to the extent permitted by applicable
law, upon the occurrence of an Event of Default under Subsection 9.1(a) to set-off and appropriate and apply against any amount then due and payable under Subsection 9.1(a) by the BorrowerBorrowers any and all deposits
(general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower
Representative and the Administrative Agent after
any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. 

11.8 Judgment. 
 (a) If,
for the purpose of obtaining or enforcing judgment against any Loan Party in any court in any jurisdiction, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Subsection 11.8 referred to as
the “Judgment Currency”) an amount due under any Loan Document in any currency (the “Obligation Currency”) other than the Judgment Currency, the conversion shall be made at the rate of exchange prevailing on the
Business Day immediately preceding the date of actual payment of the amount due, in the case of any proceeding in the courts of any other jurisdiction that will give effect to such conversion being made on such date, or the date on which the
judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Subsection 11.8 being hereinafter in this Subsection 11.8 referred to as
the “Judgment Conversion Date”). 
 (b) If, in the case of any proceeding in the court of any jurisdiction referred to in
Subsection 11.8(a), there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt for value of the amount due, the applicable Loan Party shall pay such additional amount (if any, but
in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency
which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from any Loan Party under this Subsection
11.8(b) shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of any of the Loan Documents. 

(c) The term “rate of exchange” in this Subsection 11.8 means the rate of exchange at which the Administrative Agent, on the
relevant date at or about 12:00 noon, New York City time, would be prepared to sell, in accordance with its normal course foreign currency exchange practices, the Obligation Currency against the Judgment Currency. 

11.9 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts
(including by telecopy and other electronic transmission), and all of such counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be delivered to
Holdings and the Administrative Agent. 
 11.10 Severability. Any provision of this Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. 
 11.11 Integration. This Agreement and the other Loan
Documents represent the entire agreement of each of the Loan Parties party hereto, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by any of
the Loan Parties party hereto, the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents. 

  
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 11.12 Governing Law . THIS AGREEMENT AND ANY NOTES AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS AGREEMENT AND ANY NOTES SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH
PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 

11.13 Submission to Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally: 

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it
is a party (other than the Dutch Security Documents) to the
exclusive general jurisdiction of the Supreme Court of the State of New York for the County of New York (the “New York Supreme Court”), and the United States District Court for the Southern District of New York (the “Federal
District Court,” and together with the New York Supreme Court, the “New York Courts”) and appellate courts from either of them; provided that nothing in this Agreement shall be deemed or operate to preclude
(i) any Agent from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Term Loan Facilities Obligations (in which case any party shall be entitled to assert any
claim or defense, including any claim or defense that this Subsection 11.13 would otherwise require to be asserted in a legal action or proceeding in a New York Court), or to enforce a judgment or other court order in favor of the
Administrative Agent or the Collateral Agent, (ii) any party from bringing any legal action or proceeding in any jurisdiction for the recognition and enforcement of any judgment, (iii) if all such New York Courts decline
jurisdiction over any Person, or decline (or in the case of the Federal District Court, lack) jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding may be brought with respect thereto in another court having
jurisdiction and (iv) in the event a legal action or proceeding is brought against any party hereto or involving any of its assets or property in another court (without any collusive assistance by such party or any of its Subsidiaries or
Affiliates), such party from asserting a claim or defense (including any claim or defense that this Subsection 11.13(a) would otherwise require to be asserted in a legal proceeding in a New York Court) in any such action or proceeding.

 (b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter
have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the same; 

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail
(or any substantially similar form of mail), postage prepaid, to the Borrower Representative, the applicable Lender or the Administrative Agent, as the case may be, at the address specified in Subsection 11.2 or at such other address of which the Administrative Agent, any such Lender and the
Borrower Representative shall have been notified
pursuant thereto; 
 (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted
by law or (subject to clause (a) above) shall limit the right to sue in any other jurisdiction;
and 

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred
to in this Subsection 11.13 any consequential or punitive
damages.; and 

(f) acknowledges and
accepts that, if a party is represented by an attorney in connection with the signing and/or execution of this Agreement or any other agreement, deed or document referred to in this Agreement or made pursuant to this Agreement, and the power of
attorney is governed by the laws of the Netherlands, that the existence and extent of the attorney’s authority and the effects of the attorney’s exercise or purported exercise of its authority shall be governed by the laws of the
Netherlands. 
 11.14 Acknowledgements. Holdings and
theeach Borrower hereby acknowledgeacknowledges that: 

(a) they haveit has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; 


  
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 (b) neither any Agent nor any Other Representative or Lender has any fiduciary relationship
with or duty to Holdings or thesuch
Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Administrative Agent and Lenders, on the one hand, and
Holdings and thesuch Borrower, on
the other hand, in connection herewith or therewith is solely that of creditor and debtor; and 
 (c) no joint venture is created hereby or
by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby and thereby among the Lenders or among Holdings, thesuch Borrower and the Lenders. 

11.15 Waiver of Jury Trial. EACH OF HOLDINGS, THE
BORROWERBORROWERS, THE AGENTS AND
THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY NOTES OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. 

11.16 Confidentiality. 

(a) Each Agent and each Lender agrees to keep confidential any information (a) provided to it by or on behalf of Holdings or theeach Borrower or any of their respective
Subsidiaries pursuant to or in connection with the Loan Documents or (b) obtained by such Agent or Lender based on a review of the books and records of Holdings or
theeach Borrower or any of their
respective Subsidiaries; provided that nothing herein shall prevent any Agent or Lender from disclosing any such information (i) to any other Agent, any Other Representative or any other Lender, (ii) to any Transferee,
or prospective Transferee or any creditor or any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to theany Borrower and its obligations which agrees to comply with the provisions of this Subsection 11.16 pursuant to a
written instrument (or electronically recorded agreement from any Person listed above in this clause (ii), in respect to any electronic information (whether posted or otherwise distributed on any Platform)) for the benefit of the BorrowerBorrowers (it being understood that
each relevant Lender shall be solely responsible for obtaining such instrument (or such electronically recorded agreement)), (iii) to its Affiliates and the employees, officers, partners, directors, agents, attorneys, accountants and
other professional advisors of it and its Affiliates, provided that such Lender shall inform each such Person of the agreement under this Subsection 11.16 and take reasonable actions to cause compliance by any such Person referred
to in this clause (iii) with this agreement (including, where appropriate, to cause any such Person to acknowledge its agreement to be bound by the agreement under this Subsection 11.16), (iv) upon the request or demand of
any Governmental Authority having jurisdiction over such Agent or Lender or its affiliates or to the extent required in response to any order of any court or other Governmental Authority or as shall otherwise be required pursuant to any Requirement
of Law, provided that, other than with respect to any disclosure to any bank regulatory authority, such Agent or Lender shall, unless prohibited by any Requirement of Law, notify the Borrower Representative of any disclosure pursuant to this clause
(iv) as far in advance as is reasonably practicable under such circumstances, (v) which has been publicly disclosed other than in breach of this Agreement, (vi) in connection with the exercise of any remedy hereunder,
under any Loan Document or under any Interest Rate Agreement, (vii) in connection with periodic regulatory examinations and reviews conducted by the National Association of Insurance Commissioners or any Governmental Authority having
jurisdiction over such Agent or Lender or its affiliates (to the extent applicable), (viii) in connection with any litigation to which such Agent or Lender (or, with respect to any Interest Rate Agreement, any Affiliate of any Agent or
Lender party thereto) may be a party subject to the proviso in clause (iv) above, and (ix) if, prior to such information having been so provided or obtained, such information was already in an Agent’s or a Lender’s
possession on a non-confidential basis without a duty of confidentiality to Holdings or
theeach Borrower or any of its Subsidiaries being violated. Notwithstanding any
other provision of this Agreement, any other Loan Document or any Assignment and Acceptance, the provisions of this Subsection 11.16 shall survive with respect to each Agent and Lender until the second anniversary of such Agent or Lender
ceasing to be an Agent or a Lender, respectively. In addition, the Administrative Agent may provide information regarding the Facilities to serveservice providers providing administrative and ministerial services solely in connection with the syndication and
administration of the Facilities on a confidential basis; provided that, except with respect to information which has been publicly disclosed other than in breach of this Agreement, the Administrative Agent shall inform each such Person of
the agreement under this Subsection 11.16 and take reasonable actions to cause compliance by any such Person with this agreement (including, where appropriate, to cause any such Person to acknowledge its agreement to be bound by the agreement
under this Subsection 11.16). 

  
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 (b) Each Lender acknowledges that any such information referred to in Subsection
11.16(a), and any information (including requests for waivers and amendments) furnished by Holdings or the Administrative Agent pursuant to or in connection with this Agreement and the other Loan Documents, may include material non-public
information concerning Holdings, the other Loan Parties and their respective Affiliates or their respective securities. Each Lender represents and confirms that such Lender has developed compliance procedures regarding the use of material non-public
information; that such Lender will handle such material non-public information in accordance with those procedures and applicable law, including United States federal and state securities laws; and that such Lender has identified to the
Administrative Agent a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable law. 

11.17 Incremental Indebtedness; Additional Indebtedness. In connection with the Incurrence by any Loan Party or any Subsidiary thereof
of any Incremental Indebtedness, Specified Refinancing Indebtedness or Additional Indebtedness, each of the Administrative Agent and the Collateral Agent agree to execute and deliver the ABL Intercreditor Agreement, the Intercreditor Agreement or
any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, and to make or consent to any filings or take any other actions in connection therewith, as may be reasonably deemed by the Borrower Representative to be necessary to
effectuate the intent of this Agreement. 
 11.18 USA PATRIOT Act Notice. Each Lender hereby notifies theeach Borrower that pursuant to the
requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify, and record information that identifies each Loan Party, which
information includes the name of each Loan Party and other information that will allow such Lender to identify each Loan Party in accordance with the Patriot Act, and
theeach Borrower agrees to provide
such information from time to time to any Lender. 
 11.19 Electronic Execution of Assignments and Certain Other Documents. The words
“execution,” “execute,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without
limitation Assignment and Assumptions, amendments or other Committed Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms
approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the
case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on
the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly
agreed to by the Administrative Agent pursuant to procedures approved by it. 
 11.20 Reinstatement. This Agreement shall remain in
full force and effect and continue to be effective should any petition or other proceeding be filed by or against any Loan Party for liquidation or reorganization, should any Loan Party become insolvent or make an assignment for the benefit of any
creditor or creditors or should an interim receiver, receiver, receiver and manager or trustee be appointed for all or any significant part of any Loan Party’s assets, and shall continue to be effective or to be reinstated, as the case may be,
if at any time payment and performance of the obligations of the
BorrowerBorrowers under the Loan
Documents, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the obligations, whether as a fraudulent preference, reviewable transaction or otherwise, all
as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the obligations of the
BorrowerBorrowers hereunder shall
be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. 
 11.21 Acknowledgment 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 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: 

  
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 (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 party hereto 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 entity, 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. 
 11.22 Joint and Several Liability; Postponement of Subrogation. (a) The obligations of the Borrowers hereunder and under
the other Loan Documents shall be joint and several and, as such, each Borrower shall be liable for all of such obligations of each other Borrower under this Agreement and the other Loan Documents. To the fullest extent permitted by law, the
liability of each Borrower for the obligations under this Agreement and the other Loan Documents of the other applicable Borrowers with whom it has joint and several liability shall be absolute, unconditional and irrevocable, without regard to
(i) the validity or enforceability of this Agreement or any other Loan Document, any of the obligations hereunder or thereunder or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from
time to time held by any applicable Secured Party, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance hereunder; provided that no Borrower hereby waives any suit for breach of a contractual provision of
any of the Loan Documents) which may at any time be available to or be asserted by such other applicable Borrower or any other Person against any Secured Party or (iii) any other circumstance whatsoever (with or without notice to or knowledge
of such other applicable Borrower or such Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of such other applicable Borrower for the obligations hereunder or under any other Loan Document, or of such
Borrower under this Subsection 11.22 in bankruptcy, in any insolvency proceeding or in any other instance. 

(a) Each
Borrower agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Agreement, by any payments made hereunder or otherwise, until the prior payment in full in cash of all of the Term Loan Facilities
Obligations and the permanent termination of all Commitments. Any amount paid to any Borrower on account of any such subrogation rights prior to the payment in full in cash of all of the obligations hereunder and under any other Loan Document and
the permanent termination of all Commitments shall be held in trust for the benefit of the applicable Secured Parties and shall immediately be paid to the Administrative Agent for the benefit of the applicable Secured Parties and credited and
applied against the obligations of the applicable Borrowers, whether matured or unmatured, in such order as the Administrative Agent shall elect. In furtherance of the foregoing, for so long as any obligations of any Borrower hereunder or any
Commitments remain outstanding hereunder or under any other Loan Document, each Borrower shall refrain from taking any action or commencing any proceeding against any other Borrower (or any of its successors or assigns, whether in connection with a
bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made in respect of the obligations hereunder or under any other Loan Document of such other Borrower to any Secured Party. 

11.23
Acknowledgment Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Hedge Agreements or any other agreement or instrument that is a QFC (such support “QFC Credit
Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of
the Dodd-Frank Wall Street Reform and  

  
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Consumer Protection Act (together with the regulations
promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be
stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):  

(a) In the
event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and
any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer
would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States.
In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit
Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were
governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the
rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support. 

(b) As used
in this Section 11.23, the following terms have the following meanings: 
 “BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in
accordance with, 12 U.S.C. 1841(k)) of such party. 
 “Covered Entity” means any of the following: 

(i)
 a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); 

(ii)
 a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or 

(iii)
 a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). 

“Default Right”
 has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. 

“QFC”
 has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). 

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