Credit Agreement



  
 Exhibit 10.1 
 $150,000,000 

CREDIT AGREEMENT 

Dated as of May 4, 2012, 
 Among 
 VERSO PAPER FINANCE HOLDINGS LLC, as Holdings, 

VERSO PAPER HOLDINGS LLC, as Borrower, 
 EACH OF THE SUBSIDIARIES OF THE BORROWER PARTY HERETO, as Subsidiary Loan Parties, 

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

CITIGROUP GLOBAL MARKETS INC., BARCLAYS BANK PLC and CREDIT SUISSE SECURITIES (USA) LLC, as Co-Syndication Agents, Joint Bookrunners and
Joint Lead Arrangers 
  
  

PNC BANK, N.A., SIEMENS FINANCIAL SERVICES INC. and WELLS FARGO BANK, N.A., as Documentation Agents 

 
  







 TABLE OF CONTENTS 

 

							
	 	  	 	  	PAGE	 
		
	 ARTICLE 1 DEFINITIONS
	  	 	1	  
	 Section 1.01
	  	 Defined Terms
	  	 	1	  
	 Section 1.02
	  	 Terms Generally
	  	 	56	  
	 Section 1.03
	  	 Effectuation of Transactions
	  	 	57	  
	 Section 1.04
	  	 Exchange Rates; Currency Equivalents
	  	 	57	  
		
	 ARTICLE 2 THE CREDITS
	  	 	57	  
	 Section 2.01
	  	 Commitments
	  	 	57	  
	 Section 2.02
	  	 Loans and Borrowings
	  	 	59	  
	 Section 2.03
	  	 Requests for Borrowings
	  	 	60	  
	 Section 2.04
	  	 Swingline Loans
	  	 	61	  
	 Section 2.05
	  	 Letters of Credit
	  	 	63	  
	 Section 2.06
	  	 Funding of Borrowings
	  	 	69	  
	 Section 2.07
	  	 Interest Elections
	  	 	70	  
	 Section 2.08
	  	 Termination and Reduction of Commitments
	  	 	71	  
	 Section 2.09
	  	 Repayment of Loans; Evidence of Debt
	  	 	72	  
	 Section 2.10
	  	 Repayment of Revolving Facility Loans
	  	 	73	  
	 Section 2.11
	  	 Prepayment of Loans
	  	 	73	  
	 Section 2.12
	  	 Fees
	  	 	74	  
	 Section 2.13
	  	 Interest
	  	 	75	  
	 Section 2.14
	  	 Alternate Rate of Interest
	  	 	76	  
	 Section 2.15
	  	 Increased Costs
	  	 	76	  
	 Section 2.16
	  	 Break Funding Payments
	  	 	77	  
	 Section 2.17
	  	 Taxes
	  	 	78	  
	 Section 2.18
	  	 Payments Generally; Pro Rata Treatment; Sharing of Set Offs
	  	 	81	  
	 Section 2.19
	  	 Mitigation Obligations; Replacement of Lenders
	  	 	83	  
	 Section 2.20
	  	 Illegality
	  	 	84	  
	 Section 2.21
	  	 Incremental Commitments
	  	 	84	  
	 Section 2.22
	  	 Defaulting Lenders
	  	 	86	  
	 Section 2.23
	  	Extended Revolving Facility Commitments.	  	 	87	  
		
	 ARTICLE 3 REPRESENTATIONS AND WARRANTIES
	  	 	89	  
	 Section 3.01
	  	 Organization; Powers
	  	 	89	  
	 Section 3.02
	  	 Authorization
	  	 	90	  
	 Section 3.03
	  	 Enforceability
	  	 	90	  
	 Section 3.04
	  	 Governmental Approvals
	  	 	90	  
	 Section 3.05
	  	 Financial Statements
	  	 	91	  
	 Section 3.06
	  	 No Material Adverse Effect
	  	 	91	  
	 Section 3.07
	  	 Title to Properties; Possession Under Leases
	  	 	91	  
	 Section 3.08
	  	 Subsidiaries
	  	 	91	  
	 Section 3.09
	  	 Litigation; Compliance with Laws
	  	 	92	  
	 Section 3.10
	  	 Federal Reserve Regulations
	  	 	92	  
	 Section 3.11
	  	 Investment Company Act
	  	 	92	  


  
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	 	  	 	  	PAGE	 
			
	 Section 3.12
	  	 Use of Proceeds
	  	 	92	  
	 Section 3.13
	  	 Taxes
	  	 	92	  
	 Section 3.14
	  	 No Material Misstatements
	  	 	93	  
	 Section 3.15
	  	 Employee Benefit Plans
	  	 	93	  
	 Section 3.16
	  	 Environmental Matters
	  	 	94	  
	 Section 3.17
	  	 Security Documents
	  	 	94	  
	 Section 3.18
	  	 Location of Real Property and Leased Premises
	  	 	95	  
	 Section 3.19
	  	 Solvency
	  	 	96	  
	 Section 3.20
	  	 Labor Matters
	  	 	96	  
	 Section 3.21
	  	 Insurance
	  	 	96	  
	 Section 3.22
	  	 No Default
	  	 	97	  
	 Section 3.23
	  	 Intellectual Property; Licenses; Etc.
	  	 	97	  
	 Section 3.24
	  	 Senior Debt
	  	 	97	  
		
	ARTICLE 4 CONDITIONS	  	 	97	  
	 Section 4.01
	  	 All Credit Events
	  	 	97	  
	 Section 4.02
	  	 Initial Funding Date
	  	 	98	  
	 Section 4.03
	  	 Closing Date
	  	 	101	  
		
	ARTICLE 5 AFFIRMATIVE COVENANTS	  	 	101	  
	 Section 5.01
	  	 Existence; Businesses and Properties
	  	 	101	  
	 Section 5.02
	  	 Insurance
	  	 	101	  
	 Section 5.03
	  	 Taxes
	  	 	102	  
	 Section 5.04
	  	 Financial Statements, Reports, Etc
	  	 	103	  
	 Section 5.05
	  	 Litigation and Other Notices
	  	 	105	  
	 Section 5.06
	  	 Compliance with Laws
	  	 	105	  
	 Section 5.07
	  	 Maintaining Records; Access to Properties and Inspections; Appraisals; Collateral Audits
	  	 	105	  
	 Section 5.08
	  	 Use of Proceeds
	  	 	106	  
	 Section 5.09
	  	 Compliance with Environmental Laws
	  	 	107	  
	 Section 5.10
	  	 Further Assurances; Additional Security
	  	 	107	  
	 Section 5.11
	  	 Cash Management Systems; Application of Proceeds of Accounts.
	  	 	109	  
		
	ARTICLE 6 NEGATIVE COVENANTS	  	 	111	  
	 Section 6.01
	  	 Indebtedness
	  	 	111	  
	 Section 6.02
	  	 Liens
	  	 	115	  
	 Section 6.03
	  	 Sale and Lease Back Transactions
	  	 	119	  
	 Section 6.04
	  	 Investments, Loans and Advances
	  	 	119	  
	 Section 6.05
	  	 Mergers, Consolidations, Sales of Assets and Acquisitions
	  	 	123	  
	 Section 6.06
	  	 Dividends and Distributions
	  	 	126	  
	 Section 6.07
	  	 Transactions with Affiliates
	  	 	128	  
	 Section 6.08
	  	 Business of the Borrower and the Subsidiaries
	  	 	131	  









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	 	  	 	  	PAGE	 
			
	 Section 6.09
	  	 Limitation on Payments and Modifications of Indebtedness; Modifications of Certificate of Incorporation, Bylaws and Certain
Other Agreements; Etc.
	  	 	131	  
	 Section 6.10
	  	 Fixed Charge Coverage Ratio
	  	 	134	  
	 Section 6.11
	  	 Swap Agreements
	  	 	134	  
	 Section 6.12
	  	 No Other “Designated Senior Debt”
	  	 	134	  
	 Section 6.13
	  	 Fiscal Year; Accounting
	  	 	135	  
		
	 ARTICLE 7 HOLDINGS COVENANTS
	  	 	135	  
	 Section 7.01
	  	 Holdings Covenants
	  	 	135	  
		
	 ARTICLE 8 EVENTS OF DEFAULT
	  	 	135	  
	 Section 8.01
	  	 Events of Default
	  	 	135	  
	 Section 8.02
	  	 Exclusion of Immaterial Subsidiaries
	  	 	138	  
	 Section 8.03
	  	 Right to Cure
	  	 	138	  
		
	 ARTICLE 9 THE AGENTS
	  	 	139	  
	 Section 9.01
	  	 Appointment
	  	 	139	  
	 Section 9.02
	  	 Delegation of Duties
	  	 	141	  
	 Section 9.03
	  	 Exculpatory Provisions
	  	 	141	  
	 Section 9.04
	  	 Reliance by Administrative Agent
	  	 	142	  
	 Section 9.05
	  	 Notice of Default
	  	 	142	  
	 Section 9.06
	  	 Non-Reliance on Agents and Other Lenders
	  	 	143	  
	 Section 9.07
	  	 Indemnification
	  	 	143	  
	 Section 9.08
	  	 Agent in its Individual Capacity
	  	 	144	  
	 Section 9.09
	  	 Successor Administrative Agent
	  	 	144	  
	 Section 9.10
	  	 Agents and Arrangers
	  	 	145	  
	 Section 9.11
	  	 Secured Swap Obligations
	  	 	145	  
		
	 ARTICLE 10 MISCELLANEOUS
	  	 	146	  
	 Section 10.01
	  	 Notices; Communications
	  	 	146	  
	 Section 10.02
	  	 Survival of Agreement
	  	 	147	  
	 Section 10.03
	  	 Binding Effect
	  	 	148	  
	 Section 10.04
	  	 Successors and Assigns
	  	 	148	  
	 Section 10.05
	  	 Expenses; Indemnity
	  	 	152	  
	 Section 10.06
	  	 Right of Set-Off
	  	 	154	  
	 Section 10.07
	  	 APPLICABLE LAW
	  	 	155	  
	 Section 10.08
	  	 Waivers; Amendment
	  	 	155	  
	 Section 10.09
	  	 Interest Rate Limitation
	  	 	157	  
	 Section 10.10
	  	 Entire Agreement
	  	 	158	  
	 Section 10.11
	  	 WAIVER OF JURY TRIAL
	  	 	158	  
	 Section 10.12
	  	 Severability
	  	 	158	  
	 Section 10.13
	  	 Counterparts
	  	 	158	  









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	 	  	 	  	PAGE	 
			
	 Section 10.14
	  	 Headings
	  	 	158	  
	 Section 10.15
	  	 Jurisdiction; Consent to Service of Process
	  	 	158	  
	 Section 10.16
	  	 Confidentiality
	  	 	159	  
	 Section 10.17
	  	 Platform; Borrower Materials
	  	 	160	  
	 Section 10.18
	  	 Release of Liens and Guarantees
	  	 	161	  
	 Section 10.19
	  	 Judgment Currency
	  	 	161	  
	 Section 10.20
	  	 USA Patriot Act Notice
	  	 	162	  
	 Section 10.21
	  	 No Liability of the Issuing Banks
	  	 	162	  

 Exhibits and Schedules 
  

			
	Exhibit A	  	Form of Assignment and Acceptance
	Exhibit B	  	Form of Borrowing Base Certificate
	Exhibit C	  	Form of Borrowing Request
	Exhibit D	  	Form of Swingline Borrowing Request
	Exhibit E	  	Form of Interest Election Request
	Exhibit F	  	Form of Mortgage
	Exhibit G	  	Form of Note
	Exhibit H	  	Form of Compliance Certificate
	Exhibit I	  	Form of Certification of Consolidated Annual Budget
	Exhibit J	  	Form of Joinder and Supplement to Junior Lien Intercreditor Agreement
		
	Schedule 1.01A	  	Acceptable Appraisers
	Schedule 1.01B	  	Certain Subsidiaries
	Schedule 1.01C	  	Mortgaged Properties
	Schedule 1.01D	  	Existing Letters of Credit
	Schedule 1.01E	  	Immaterial Subsidiaries
	Schedule 1.01F	  	Refinanced Indebtedness
	Schedule 2.01	  	Commitments
	Schedule 3.07(b)	  	Possession Under Leases
	Schedule 3.08(a)	  	Subsidiaries
	Schedule 3.18	  	Material Real Property
	Schedule 3.21	  	Insurance
	Schedule 6.01	  	Existing Indebtedness
	Schedule 6.02(a)	  	Existing Liens
	Schedule 6.04	  	Existing Investments
	Schedule 6.07	  	Transactions with Affiliates
	Schedule 10.01	  	Notice Information








 This CREDIT AGREEMENT dated as of May 4, 2012 (this “Agreement”),
among VERSO PAPER FINANCE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), VERSO PAPER HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), EACH OF THE SUBSIDIARIES OF THE BORROWER
PARTY HERETO, as Subsidiary Loan Parties, the LENDERS party hereto from time to time, CITIBANK, N.A. (“Citi”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, and CITIGROUP
GLOBAL MARKETS INC., BARCLAYS BANK PLC and CREDIT SUISSE SECURITIES (USA) LLC, as co-syndication agents (in such capacity, the “Syndication Agents”). 
 WHEREAS, the capitalized terms used in these Recitals shall have the respective meanings set forth for such terms in Section 1.01 hereof; 

WHEREAS, for its general working capital and other corporate needs, the Borrower has requested the Lenders to extend credit in the form
of Revolving Facility Loans, Swingline Loans and Letters of Credit at any time and from time to time prior to the Revolving Facility Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $150.0 million (subject to
the then applicable Borrowing Base (as hereinafter defined) and to the provisions of Section 2.21); and 
 WHEREAS, the
Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. 
 NOW,
THEREFORE, in consideration of the premises and the agreements of the parties set forth herein, the parties hereto agree as follows: 
 ARTICLE 1 
 DEFINITIONS 

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

 “ABL Priority Collateral” shall have the meaning assigned to such term in the Senior Lien Intercreditor
Agreement. 
 “ABR” shall mean, for any day, a fluctuating rate per annum equal to the highest of (a) the
Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Citibank, N.A. as its “base rate” at its principal office in New York, New York and (c) the
Adjusted LIBO Rate for a one-month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%; provided that for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be
based on the rate determined on such day at approximately 11 a.m. (London time) by reference to the British Bankers’ Association Interest Settlement Rates for deposits in dollars (as set forth by any service selected by the Administrative Agent
that has been nominated by the British Bankers’ Association as an authorized vendor for the purpose of displaying such rates) on such day. Any change in such rate announced by Citibank, N.A. shall take effect at the opening of business on the
day specified in the public announcement of such change. The base rate is a 







 
reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrative Agent or any other Lender may make commercial loans or other loans
at rates of interest at, above or below the base rate. 
 “ABR Borrowing” shall mean a Borrowing comprised of
ABR Loans. 
 “ABR Loan” shall mean any ABR Revolving Loan or Swingline Loan. 

“ABR Revolving Facility Borrowing” shall mean a Borrowing comprised of ABR Revolving Loans. 

“ABR Revolving Loan” shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to the
ABR in accordance with the provisions of Article 2. 
 “Acceptable Appraiser” shall mean
(a) any person listed on Schedule 1.01A or (b) any other experienced and reputable appraiser reasonably acceptable to the Borrower and the Administrative Agent. 

“Account” shall have the meaning assigned to such term in the UCC, and shall include any rights to payment for the sale
or lease of goods or rendition of services, whether or not they have been earned by performance. 
 “Account
Debtor” shall mean, with respect to any Account, each person obligated thereon. 
 “Additional
Mortgage” shall have the meaning assigned to such term in Section 5.10(c). 
 “Adjusted First Lien
Debt” at any date shall mean (i) the aggregate principal amount of Consolidated Debt of the Borrower and the Subsidiaries outstanding at such date that consists of, without duplication, (x) Revolving Facility Credit Exposure
(other than letters of credit to the extent undrawn and not supporting Indebtedness of the type included in Consolidated Debt), (y) the Senior Secured Notes, the revolving loans under the Cash Flow Credit Agreement (other than letters of credit
to the extent undrawn and not supporting Indebtedness of the type included in Consolidated Debt) and any Permitted Refinancing Indebtedness in respect of any of the foregoing and (z) any other Indebtedness for borrowed money, in each case of
clauses (y) and (z) to the extent secured by any Lien on Notes Priority Collateral that is senior to the Lien in favor of the Lenders on such Notes Priority Collateral, less (ii) without duplication, the Unrestricted Cash and
Permitted Investments of the Borrower and the Subsidiaries on such date. 
 “Adjusted LIBO Rate” shall mean,
with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum equal (rounded upwards, if necessary, to the next 1/16 of 1%) to (a) the LIBO Rate in effect for such Interest Period divided by (b) one minus
the Statutory Reserves applicable to such Eurocurrency Borrowing, if any. 
 “Adjusted Total Net First Lien Leverage
Ratio” shall mean, on any date, the ratio of (a) Adjusted First Lien Debt as of such date to (b) EBITDA for the period of four consecutive fiscal quarters of the Borrower most recently ended as of such date, all determined on a
consolidated basis in accordance with GAAP; provided that EBITDA shall be determined for the relevant Test Period on a Pro Forma Basis. 

  
 2 








 “Adjustment Date” shall have the meaning assigned to such term in the
definition of “Pricing Grid.” 
 “Administrative Agent” shall have the meaning assigned to such term
in the introductory paragraph of this Agreement. 
 “Administrative Agent Fees” shall have the meaning assigned
to such term in Section 2.12(c). 
 “Administrative Questionnaire” shall mean an Administrative
Questionnaire in a form supplied by the Administrative Agent. 
 “Affiliate” shall mean, when used with respect
to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified. 

“Agent Advances” shall mean Overadvances and Protective Advances. 

“Agents” shall mean the Administrative Agent, the Collateral Agent and the Syndication Agents. 

“Agreement” shall have the meaning assigned to such term in the introductory paragraph of this Agreement, as the same
shall be amended, restated, amended and restated, supplemented or otherwise modified from time to time. 
 “Agreement
Currency” shall mean have the meaning assigned to such term in Section 10.19. 
 “Alternate
Currency” shall mean, with respect to any Letter of Credit, Canadian Dollars and Euros and any other currency other than Dollars as may be acceptable to the Administrative Agent and the Issuing Bank with respect thereto, in their sole
discretion. 
 “Alternate Currency Letter of Credit” shall mean any Letter of Credit denominated in an
Alternate Currency. 
 “Applicable Commitment Fee” shall mean, for any day, 0.50% per annum;
provided that, on and after the date of delivery of the financial statements and certificates required by Section 5.04 for the fiscal quarter ended September 30, 2012, the Applicable Commitment Fee will be (a) 0.375% per annum
for each fiscal quarter of the Borrower during which the Daily Average Utilization is greater than 50%, and (b) 0.50% per annum for each fiscal quarter of the Borrower during which the Daily Average Utilization is less than or equal to 50%.
Changes in the Applicable Commitment Fee resulting from changes in Daily Average Utilization shall become effective on the date of delivery of the relevant quarterly financial statements required by Section 5.04, beginning with the date of
delivery pursuant to Section 5.04 of financial statements covering the fiscal quarter ended September 30, 2012, and shall remain in effect until the next change to be effected pursuant to this paragraph. 

  
 3 








 “Applicable Debt” shall have the meaning assigned to such term in the
definition of “Maturing Debt Reserve.” 
 “Applicable Margin” shall mean for any day with respect to
any Revolving Facility Loan, 2.00% per annum in the case of any Eurocurrency Loan and 1.00% per annum in the case of any ABR Loan; provided that, on and after the first Adjustment Date occurring after delivery of the financial
statements and certificates required by Section 5.04 for the fiscal quarter ended September 30, 2012, the Applicable Margin with respect to Loans will be determined based on daily average Availability for such period pursuant to the
Pricing Grid. 
 Notwithstanding anything to the contrary contained above in this definition, the Pricing Grid or elsewhere in
this Agreement, if it is subsequently determined that daily average Availability as set forth in any Borrowing Base Certificate for any period is inaccurate by any amount greater than $5,000,000 and the result is that the Lenders received interest
or fees for any period based on an Applicable Margin that is less than that which would have been applicable had daily average Availability for such period been accurately determined, then, for all purposes of this Agreement, the “Applicable
Margin” for any day occurring within the period covered by such Borrowing Base Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined daily average Availability for such period, and any
shortfall in the interest or fees theretofore paid by the Borrower for the relevant period pursuant to Sections 2.12(b), 2.13(a), 2.13(b) and 2.13(c) as a result of such miscalculation of daily average Availability for such period shall be due
and payable on the next date on which interest or fees are due and payable under Section 2.12(b), 2.13(a), 2.13(b) or 2.13(c), as applicable. 
 “Approved Fund” shall have the meaning assigned to such term in Section 10.04(b). 
 “Asset Sale” shall mean any sale, transfer or other disposition (including any sale and leaseback of assets and any mortgage or lease of Real Property) to any person of any asset or
assets of the Borrower or any Subsidiary. 
 “Assignee” shall have the meaning assigned to such term in
Section 10.04(b). 
 “Assignment and Acceptance” shall mean an assignment and acceptance entered into by a
Lender and an Assignee, and accepted by the Administrative Agent and the Borrower (if required by Section 10.04), in the form of Exhibit A or such other form as shall be approved by the Administrative Agent, and be reasonably
satisfactory to the Borrower. 
 “Availability” shall mean at any time an amount equal to the lesser of
(a) the total Revolving Facility Commitments at such time minus the aggregate Revolving Facility Credit Exposure at such time, and (b) the Borrowing Base at such time (as determined by reference to the most recent Borrowing Base
Certificate delivered to the Administrative Agent pursuant to Section 5.04, as adjusted in accordance with this Agreement), minus the aggregate Revolving Facility Credit Exposure at such time. If the aggregate Revolving Facility Credit
Exposure is equal to or greater than the Revolving Facility Commitments or the Borrowing Base (or the Revolving Facility Commitments have been terminated), Availability is zero. 

  
 4 








 “Availability Period” shall mean the period from and including the Closing
Date to but excluding the earlier of the Revolving Facility Maturity Date and in the case of each of the Revolving Facility Loans, Revolving Facility Borrowings, Swingline Loans, Swingline Borrowings and Letters of Credit, the date of termination of
the Revolving Facility Commitments. 
 “Availability Triggering Event” shall occur at any time that
(a) Excess Availability is less than the greater of (i) 12.5% of the lesser of (A) the Borrowing Base at such time and (B) the aggregate amount of Revolving Facility Commitments at such time or (ii) $15.0 million for five
(5) consecutive Business Days or (b) an Event of Default shall have occurred and be continuing. Once occurred, an Availability Triggering Event described in clause (a) shall be deemed to be continuing until such time as the Excess
Availability is greater than the greater of (i) 12.5% of the lesser of (A) the Borrowing Base at such time and (B) the aggregate amount of Revolving Facility Commitments at such time, or (ii) $15.0 million for ten
(10) consecutive days, and an Availability Triggering Event described in clause (b) shall be deemed to be continuing until no Event of Default shall be continuing. 
 “Available Unused Commitment” shall mean, with respect to a Revolving Facility Lender at any time, an amount equal to the amount by which (i) the Revolving Facility Commitment of
such Revolving Facility Lender at such time exceeds (ii) the Revolving Facility Credit Exposure of such Revolving Facility Lender at such time. 
 “Blocked Account” shall have the meaning assigned to such term in Section 5.11(a). 
 “Blocked Account Agreement” shall have the meaning assigned to such term in Section 5.11(a). 
 “Board” shall mean the Board of Governors of the Federal Reserve System of the United States of America. 
 “Board of Directors” shall mean, as to any person, the board of directors or other governing body of such person, or if such person is owned or managed by a single entity, the board of
directors or other governing body of such entity. 
 “Borrower” shall have the meaning assigned to such term in
the introductory paragraph of this Agreement. 
 “Borrower Materials” shall have the meaning assigned to such
term in Section 10.17(a). 
 “Borrowing” shall mean a group of Loans of a single Type under a single
Facility and made on a single date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect. 

“Borrowing Base” shall mean, at any time, an amount (calculated in thousands of Dollars) equal to the sum of the
following with respect to the Loan Parties: 
 (a) 85.0% of the Net Amount of Eligible Accounts, plus 

  
 5 








 (b) the lesser of (x) 80.0% of the net book value of Eligible Inventory, and
(y) 85.0% of the Net Orderly Liquidation Value of Eligible Inventory. 
 The Borrowing Base shall be reduced by any
Reserves, without duplication of any items that are otherwise addressed through eligibility criteria, which the Administrative Agent deems necessary in the exercise of its Reasonable Credit Judgment to maintain with respect to the Loan Parties.

 The specified percentages set forth in this definition will not be reduced without the consent of the Borrower. Any
determination by the Administrative Agent in respect of the Borrowing Base shall be based on the Administrative Agent’s Reasonable Credit Judgment. The parties understand that the exclusionary criteria in the definitions of Eligible Accounts,
Eligible Inventory, any Reserves that may be imposed as provided herein, any deductions or other adjustments to determine book value and Net Amount of Eligible Accounts and factors considered in the calculation of the Net Orderly Liquidation Value
of Eligible Inventory have the effect of reducing the Borrowing Base, and, accordingly, whether or not any provisions hereof so state, all of the foregoing shall be determined without duplication so as not to result in multiple reductions in the
Borrowing Base for the same facts or circumstances. 
 In connection with the consummation of any acquisition of a business,
equipment or other assets such that the acquired business engages directly or indirectly, in any line of business in which the Borrower or the Subsidiaries are engaged or any business activities that are substantially similar, related, or incidental
thereto, the Borrower may submit a calculation of the Borrowing Base on a Pro Forma Basis with adjustments to reflect such acquisition and the inclusion of the Eligible Accounts and Eligible Inventory so acquired in the Borrowing Base, and the
Borrowing Base and availability under the Revolving Facility shall be increased accordingly so long as, in the event that resulting Availability would increase by more than $50.0 million in the aggregate for all such acquired assets, the
Administrative Agent shall have completed its review of such acquired assets, including receipt of new (or, if agreed to by the Administrative Agent, recently completed) collateral audits, appraisals or updates of appraisals from one or more
Acceptable Appraisers as the Administrative Agent shall require in its Reasonable Credit Judgment with respect to any such acquired assets prior to the consummation of such acquisition; it being understood that: (i) Net Orderly Liquidation
Value with respect to any assets so acquired shall be based on new appraisals or updates of appraisals from one or more Acceptable Appraisers, if required by the Administrative Agent or if not required, the appraisals or updates thereof then
existing with respect to the applicable class of eligible assets; (ii) the Borrower shall, for the avoidance of doubt, be allowed to utilize any increase in the Borrowing Base resulting from such adjustment for the purpose of funding the
purchase of such acquired assets; and (iii) subject to the provisions of Section 5.10, the Administrative Agent shall have received in form ready for filing or custody all UCC financing statements or possessory collateral to ensure that
the Collateral Agent has a perfected and continuing security interest in and a first-priority Lien (subject to any Liens that are Permitted Encumbrances, other than Liens permitted pursuant to Section 6.02(aa), 6.02(hh), 6.02(jj) or 6.02(ll)
which are required to be junior to the Liens in favor of the Collateral Agent under the Security Documents pursuant to any such subsection of Section 6.02) on such acquired assets. In the event that Availability would increase, as a result of
adjustments to the calculation of the Borrowing Base to reflect such acquisition, in an amount less than $50.0 million in the aggregate for all such acquired assets, 20% of the total book value


  
 6 








 
of Inventory and 30% of the value of each Account shall be deemed ineligible until such time as the Administrative Agent has been given the opportunity for a reasonable period prior to and/or
after the closing of such acquisition to complete such due diligence as it deems, in the exercise of Reasonable Credit Judgment, to be necessary in the circumstances. The Administrative Agent shall promptly undertake and diligently pursue such due
diligence. 
 “Borrowing Base Certificate” shall mean a certificate by a Responsible Officer of the Borrower,
substantially in the form of Exhibit B (or another form reasonably acceptable to the Administrative Agent and the Borrower) setting forth the calculation of the Borrowing Base, including a calculation of each component thereof
(including, to the extent the Borrower has received notice of any such Reserve from the Administrative Agent, any of the Reserves included in such calculation), all in such detail as shall be reasonably satisfactory to the Administrative Agent. All
calculations of the Borrowing Base in connection with the preparation of any Borrowing Base Certificate shall be made by the Borrower and certified to the Administrative Agent. 

“Borrowing Minimum” shall mean $500,000.00, except in the case of Swingline Loans, $250,000.00. 

“Borrowing Multiple” shall mean $500,000.00, except in the case of Swingline Loans, $100,000.00. 

“Borrowing Request” shall mean a request by the Borrower in accordance with the terms of Section 2.03 and
substantially in the form of Exhibit C. 
 “Budget” shall have the meaning assigned to such term in
Section 5.04(e). 
 “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed; provided that when used in connection with a Eurocurrency Loan, the term “Business Day” shall also exclude any day on which banks are
not open for dealings in deposits in the applicable currency in the London interbank market. 
 “Capital
Expenditures” shall mean, for any person in respect of any period, the aggregate of all expenditures incurred by such person during such period that, in accordance with GAAP, are or should be included in “additions to property,
plant or equipment” or similar items reflected in the statement of cash flows of such person, provided, however, that Capital Expenditures for the Borrower and the Subsidiaries shall not include: 

(a) expenditures to the extent they are made with proceeds of the issuance of Equity Interests (other than Permitted Cure Securities) of
Holdings or a cash capital contribution to the Borrower after the Closing Date; 
 (b) expenditures with proceeds of insurance
settlements, condemnation awards and other settlements in respect of lost, destroyed, damaged or condemned assets, equipment or other property to the extent such expenditures are made to replace or repair such lost, destroyed, damaged or condemned
assets, equipment or other property or otherwise to acquire, maintain, develop, construct, improve, upgrade or repair assets or properties useful in the business of the Borrower and the Subsidiaries within 15 months of receipt of such proceeds (or,
if not made within such period of 15 months, are committed to be made during such period); 

  
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 (c) interest capitalized during such period; 

(d) expenditures that are accounted for as capital expenditures of such person and that actually are paid for by a third party (excluding
Holdings, the Borrower or any Subsidiary thereof) and for which neither Holdings, the Borrower nor any Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such third party or any
other person (whether before, during or after such period); 
 (e) the book value of any asset owned by such person prior to or
during such period to the extent that such book value is included as a capital expenditure during such period as a result of such person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having
been made in such period; provided that (i) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period that such expenditure actually is made, and (ii) such book
value shall have been included in Capital Expenditures when such asset was originally acquired; 
 (f) the purchase price of
equipment purchased during such period to the extent the consideration therefor consists of any combination of (i) used or surplus equipment traded in at the time of such purchase, and (ii) the proceeds of a concurrent sale of used or
surplus equipment, in each case, in the ordinary course of business; 
 (g) Investments in respect of a Permitted Business
Acquisition; or 
 (h) the purchase of property, plant or equipment made within 15 months of the sale of any asset to the extent
purchased with the proceeds of such sale (or, if not made within such period of 15 months, to the extent committed to be made during such period). 
 “Capital Lease Obligations” of any person shall mean the obligations of such person to pay rent or other amounts under any lease of (or other similar arrangement conveying the right to
use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such person under GAAP and, for purposes hereof, the amount of such obligations at
any time shall be the capitalized amount thereof at such time determined in accordance with GAAP. 
 “Cash Flow Credit
Agreement” shall mean that certain Credit Agreement dated as of the Closing Date by and among Holdings, the Borrower, the Subsidiaries of the Borrower party thereto, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as
administrative agent (as amended, restated, amended and restated, supplemented or otherwise modified, from time to time). 

“Cash Flow Credit Facility Documents” shall mean the Cash Flow Credit Agreement, the Senior Lien Intercreditor
Agreement, the Notes Collateral Intercreditor Agreement, the Junior Lien Intercreditor Agreement, any Note issued pursuant to the Cash Flow Credit Agreement and the other “Loan Documents” (as defined in the Cash Flow Credit Agreement).


  
 8 








 “Cash Interest Expense” shall mean, with respect to the Borrower and the
Subsidiaries on a consolidated basis for any period, Interest Expense for such period, less the sum of, without duplication, (a) pay in kind Interest Expense or other non-cash Interest Expense (including as a result of the effects of
purchase accounting), (b) to the extent included in Interest Expense, the amortization of any debt issuance costs, commissions, financing fees paid by, or on behalf of, the Borrower or any Subsidiary, including such fees paid in connection with
the Transactions and the expensing of any non-recurring bridge, commitment or other financing fees, including those paid in connection with the Transactions or any amendment of this Agreement or upon entering into a Permitted Receivables Financing,
(c) the amortization of debt discounts, if any, or fees in respect of Swap Agreements, (d) cash interest income of the Borrower and the Subsidiaries for such period and (e) the accretion or accrual of discounted liabilities during
such period; provided that Cash Interest Expense shall exclude any one time financing fees, including those paid in connection with the Transactions, or upon entering into a Permitted Receivables Financing or any amendment of this Agreement.

 “Cash Management Obligations” shall have the meaning assigned to such term in the Collateral Agreement.

 “CFC” shall mean a “controlled foreign corporation” within the meaning of section 957(a) of
the Code. 
 “CFC Holding Company” shall mean any Subsidiary of Borrower that owns one or more CFCs, either
directly or indirectly through other entities that are disregarded entities or partnerships for U.S. Federal income tax purposes, and all such entities have no material assets (excluding equity interests in each other) other than equity interests of
such CFCs. 
 A “Change in Control” shall be deemed to occur if: 

(a) at any time, (i) Holdings shall fail to own, directly or indirectly, beneficially and of record, 100% of the issued and
outstanding Equity Interests of the Borrower, (ii) a majority of the seats (other than vacant seats) on the Board of Directors of Holdings shall at any time be occupied by persons who were neither (A) nominated by the Board of Directors of
Holdings or a Permitted Holder, (B) appointed by managers so nominated nor (C) appointed by a Permitted Holder or (iii) a “change of control” (or similar event) shall occur under the Senior Secured Notes Indenture,
the Second Lien Fixed Rate Notes Indenture, the Second Lien Floating Rate Notes Indenture, the Senior Subordinated Notes Indenture, the Cash Flow Credit Agreement, any Permitted Additional Debt constituting Material Indebtedness or any Permitted
Refinancing Indebtedness in respect of any of the foregoing or any Disqualified Stock with an aggregate liquidation preference in excess of $20.0 million; or 
 (b) any person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934 as in effect on the Closing Date), other than any combination of the
Permitted Holders or any “group” including any Permitted Holders, shall have acquired beneficial ownership of 35% or more on a fully diluted basis of the voting interest in Holdings’ Equity Interests and the Permitted Holders
shall own, directly or indirectly, less than such person or “group” on a fully diluted basis of the voting interest in Holdings’ Equity Interests. 

  
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 “Change in Law” shall mean (a) the adoption of any law, rule or
regulation after the Closing Date, (b) any change in law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date or (c) compliance by any Lender or Issuing Bank (or, for
purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or Issuing Bank’s holding company, if any) with any written request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the Closing Date; provided that notwithstanding anything herein to the contrary, (x) the Dodd Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or
directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar
authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. 

“Charges” shall have the meaning assigned to such term in Section 10.09. 

“Closing Date” shall mean May 4, 2012. 
 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time and the regulations promulgated and rulings issued thereunder. 

“Collateral” shall mean the “Collateral” as defined in any Security Document and shall also include the
Mortgaged Properties and all other property that is subject to any Lien in favor of the Collateral Agent or any Subagent for the benefit of the Lenders pursuant to any Security Document. 

“Collateral Access Agreement” shall mean any landlord waivers, mortgagee waivers, bailee letters or any similar
acknowledgment agreements of any landlord, lessor, warehouseman or processor in possession of Inventory, in form reasonably approved by the Administrative Agent. 
 “Collateral Agent” shall mean the Administrative Agent acting as collateral agent under the Revolving Facility for itself, the Issuing Banks and the Lenders, and any duly appointed
successor in that capacity. 
 “Collateral Agent Fees” shall have the meaning assigned to such term in
Section 2.12(c). 
 “Collateral Agreement” shall mean the Guarantee and Collateral Agreement dated as of
the date hereof, as amended, supplemented or otherwise modified from time to time among Holdings, the Borrower, each Subsidiary Loan Party, the Collateral Agent, and the other parties thereto. 

“Collateral and Guarantee Requirement” shall mean the requirement that (in each case subject to Section 5.10(f)):

 (a) on the Closing Date, the Collateral Agent shall have received (i) from Holdings, the Borrower and each Subsidiary
Loan Party, a counterpart of the Collateral Agreement, duly executed and delivered on behalf of such person, and (ii) an Acknowledgment and Consent in the form attached to the Collateral Agreement, executed and delivered by each issuer of
Pledged Collateral, if any, that is a Subsidiary of the Borrower but is not a Loan Party; 

  
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 (b) on the Closing Date, (i) the Collateral Agent shall have received (A) a pledge
of all the issued and outstanding Equity Interests of (x) the Borrower and (y) each Domestic Subsidiary (other than Subsidiaries listed on Schedule 1.01B and CFC Holding Companies) owned on the Closing Date directly by the
Borrower or any Subsidiary Loan Party, and (B) a pledge of 65% of the outstanding Equity Interests of each “first tier” Foreign Subsidiary and CFC Holding Company directly owned by any Loan Party (other than Subsidiaries listed on
Schedule 1.01B), and (ii) the Collateral Agent (or such other Person as is provided in the Senior Lien Intercreditor Agreement) shall have received all certificates or other instruments (if any) representing such Equity Interests,
together with stock powers or other instruments of transfer with respect thereto endorsed in blank; 
 (c) (i) all
Indebtedness of Holdings, the Borrower and each Subsidiary having, in the case of each instance of Indebtedness, an aggregate principal amount in excess of $5.0 million (other than (A) intercompany current liabilities incurred in the ordinary
course of business in connection with the cash management operations of Holdings and its subsidiaries or (B) to the extent that a pledge of such promissory note or instrument would violate applicable law) that is owing to any Loan Party shall
be evidenced by a promissory note or an instrument and shall have been pledged pursuant to the Collateral Agreement (or other applicable Security Document as reasonably required by the Collateral Agent), and (ii) the Collateral Agent (or such
other Person as is provided in the Senior Lien Intercreditor Agreement) shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank; 

(d) in the case of any person that becomes a Subsidiary Loan Party after the Closing Date, the Collateral Agent shall have received a
supplement to each of the Collateral Agreement, the Senior Lien Intercreditor Agreement and the Junior Lien Intercreditor Agreement, in the form specified therein, duly executed and delivered on behalf of such Subsidiary Loan Party; 

(e) in the case of any person that becomes a “first tier” Foreign Subsidiary directly owned by Holdings, the Borrower or
a Subsidiary Loan Party after the Closing Date, subject to Section 5.10(f), the Collateral Agent shall have received, as promptly as practicable following a request by the Collateral Agent, a Foreign Pledge Agreement, duly executed and
delivered on behalf of such Foreign Subsidiary and the direct parent company of such Foreign Subsidiary; 
 (f) after the
Closing Date, (i) (A) all the outstanding Equity Interests of any person that becomes a Subsidiary Loan Party after the Closing Date and (B) subject to Section 5.10(f), all the Equity Interests that are acquired by a Loan Party
after the Closing Date, shall have been pledged pursuant to the Collateral Agreement or a Foreign Pledge Agreement; provided that in no event shall more than 65% of the issued and outstanding Equity Interests of any “first tier”
Foreign Subsidiary or any CFC Holding Company directly owned by such Loan Party be pledged to secure the Obligations, and in no event shall any of the issued and outstanding Equity Interests of any Foreign Subsidiary that is not a “first
tier” Foreign Subsidiary of a Loan Party be pledged to secure the Obligations, and (ii) the Collateral Agent (or such other Person as is provided in the Senior Lien Intercreditor Agreement) shall have received all certificates or other
instruments (if any) representing such Equity Interests, together with stock powers or other instruments of transfer with respect thereto endorsed in blank; 

  
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 (g) except as otherwise contemplated by any Security Document, all documents and
instruments, including Uniform Commercial Code financing statements, and filings with the United States Copyright Office and the United States Patent and Trademark Office, and all other actions required by law or reasonably requested by the
Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents (in each case, including any supplements thereto) and perfect such Liens to the extent required by, and with the priority
required by, the Security Documents, shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or the recording concurrently with, or promptly following, the execution and delivery of each such
Security Document; 
 (h) on the Closing Date, or as soon as reasonably practicable after the Closing Date but in any event
within 90 days following the Closing Date (or such longer time as the Collateral Agent shall agree in its discretion), the Borrower and each Loan Party shall deliver, or cause to be delivered, to the Collateral Agent (i) counterparts of each
Mortgage (and any related Security Documents) to be entered into with respect to each Mortgaged Property set forth on Schedule 1.01C duly executed and delivered by the record owner of such Mortgaged Property and suitable for recording or
filing which Mortgages the Borrower or its Subsidiaries shall cause to be recorded or filed in such manner and such place as is required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent granted pursuant
to the Mortgages and shall pay in full all taxes, fees and other charges payable in connection therewith, and (ii) opinions of local counsel, delivered to the Collateral Agent, addressing customary matters (and containing customary exceptions
reasonably satisfactory to the Collateral Agent) in form and substance reasonably satisfactory to the Collateral Agent, (iii) confirmatory lien subordinations executed by the trustee for the Second Lien Notes and any other Indebtedness of the
Borrower or its Subsidiaries secured by the Mortgaged Property permitted by Section 6.02, (iv) copies of the existing surveys with respect to each Mortgaged Property, (v) a fully paid policy of title insurance (or “pro
forma” or reasonably marked up commitment having the same effect of a title insurance policy) (A) in a form reasonably satisfactory to the Collateral Agent insuring the Lien of each Mortgage as a valid Lien on the Mortgaged Property
described therein, free of any other Liens except Permitted Liens, together with such customary endorsements (including zoning endorsements where reasonably appropriate and available) as the Collateral Agent may reasonably request or agree to
(including, for the avoidance of doubt, so called “pro tanto” endorsements aggregating coverage for the Senior Secured Notes, any other Indebtedness of the Borrower or its Subsidiaries secured by the Mortgaged Property permitted by
Section 6.02, Cash Flow Revolving Facility and the ABL Credit Facility) and any such coinsurance and reinsurance (with provisions for direct access) as shall be reasonably required by the Collateral Agent, (B) in an amount reasonably
satisfactory to the Collateral Agent, and (C) issued by First American Title Insurance Company or another nationally recognized title insurance company reasonably satisfactory to the Collateral Agent, (vi) upon the Collateral Agent’s
reasonable request, to the extent the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (“FIRREA”) requires an appraisal, an appraisal complying with the requirements of FIRREA, by a third-party appraiser reasonably
selected by the Collateral Agent, (vii) subordination, nondisturbance and attornment agreements, if required, for any lease of all or a portion of any Mortgaged Property, and (viii) other documents including, but not limited to, any
consents, agreements and confirmations of third parties, as the Collateral Agent may reasonably request with respect to any such Mortgages or Mortgaged Property; 

  
 12 









 (i) on the Closing Date, or as soon as reasonably practicable after the Closing Date but in
any event within 90 days following the Closing Date (or such longer time as the Collateral Agent shall agree in its discretion), the Borrower and each Loan Party shall deliver to the Collateral Agent (i) to the extent required to comply with
the National Flood Insurance Reform Act of 1994 and related legislation (including the regulations of the Board of Governors of the Federal Reserve System): (1) a completed standard flood hazard determination form, (2) if the
improvement(s) to the improved real property is located in a special flood hazard area, a notification to the Borrower (“Borrower Notice”) and, if applicable, notification to the Borrower that flood insurance coverage under the
National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Borrower’s receipt of the Borrower Notice and (4) if the Borrower
Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of the flood insurance policy, the Borrower’s application for a flood insurance policy plus proof of premium payment, a
declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Collateral Agent; 
 (j) evidence of the insurance required by the terms of this Agreement and, subject to Section 5.10(f), the Mortgages; 
 (k) except as otherwise contemplated by any Security Document, each Loan Party shall have obtained all consents and approvals required to be obtained by it in connection with (i) the execution and
delivery of all Security Documents (or supplements thereto) to which it is a party and the granting by it of the Liens thereunder and (ii) the performance of its obligations thereunder; and 

(l) after the Closing Date, the Collateral Agent shall have received (i) such other Security Documents as may be required to be
delivered pursuant to Section 5.10, and (ii) upon reasonable request by the Collateral Agent, evidence of compliance with any other requirements of Section 5.10. 

“Collateral Audit” shall mean a collateral examination of the accounts receivable, inventory, accounts payable, books
and records and the accounting systems, policies and procedures of the Borrower and the Subsidiaries by the Administrative Agent or by a third-party consultant reasonably satisfactory to the Administrative Agent and the Borrower, the results of
which shall be in a form and prepared on a basis reasonably satisfactory to the Administrative Agent. 

“Collections” shall have the meaning assigned to such term in Section 2.04(d)(iv). 

“Commitment Fee” shall have the meaning assigned to such term in Section 2.12(a). 

“Commitments” shall mean with respect to any Lender, (a) such Lender’s Revolving Facility Commitment
(including any Incremental Revolving Facility Commitment) and (b) with respect to the Swingline Lender, its Swingline Commitment. 

  
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 “Conduit Lender” shall mean 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; provided that the designation by any Lender of a Conduit Lender shall not relieve
the designating Lender of any of its obligations to fund a Loan under this Agreement 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; provided, further, that no Conduit Lender shall (a) be entitled to receive any greater amount
pursuant to Section 2.15, 2.16, 2.17 or 10.05 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or (b) be deemed to have any Commitment. 

“Consolidated Debt” at any date shall mean the sum of (without duplication) all Indebtedness (other than letters of
credit or bank guarantees, to the extent undrawn) consisting of Capital Lease Obligations, Indebtedness for borrowed money, Disqualified Stock and Indebtedness in respect of the deferred purchase price of property or services of the Borrower and the
Subsidiaries determined on a consolidated basis on such date. 
 “Consolidated Net Income” shall mean, with
respect to any person for any period, the aggregate of the Net Income of such person and its subsidiaries for such period, on a consolidated basis; provided, however, that, without duplication: 

(i) any net after-tax extraordinary, nonrecurring or unusual gains or losses or income or expense or charge (less all fees and expenses
relating thereto) including, without limitation, any severance, relocation or other restructuring expenses, any expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses and
fees, expenses or charges relating to (i) any offering of Equity Interests of Holdings, (ii) any Investment, acquisition or Indebtedness permitted to be incurred hereunder (in each case, whether or not successful), including any
(A) new product lines, (B) plant shutdown costs, (C) curtailments or modifications to pension and post-retirement employee benefit plans in connection with any acquisition permitted hereunder, (D) excess pension charges,
(E) acquisition integration costs, (E) facilities opening costs, and (G) any fees, expenses, charges or change in control payments related to the Transactions or any acquisition (including any transition-related expenses incurred
before, on or after the Closing Date), in each case, shall be excluded; 
 (ii) any net after-tax income or loss from disposed,
abandoned, closed or discontinued operations and any net after-tax gain or loss on disposal of disposed, abandoned, closed or discontinued operations shall be excluded; 
 (iii) any net after-tax gain or loss (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as
determined in good faith by the Borrower) shall be excluded; 
 (iv) any net after-tax income or loss (less all fees and
expenses or charges relating thereto) attributable to the early extinguishment of indebtedness, Swap Agreements or other derivative instruments shall be excluded; 

  
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 (v) (A) the Net Income for such period of any person that is not a subsidiary of such
person, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments paid in cash (or to the extent converted into
cash) to the referent person or a subsidiary thereof in respect of such period, and (B) the Net Income for such period shall include any ordinary course dividend distribution or other payment in cash received from any person in excess of the
amounts included in clause (A); 
 (vi) Consolidated Net Income for such period shall not include the cumulative effect of
a change in accounting principles during such period; 
 (vii) effects of purchase accounting adjustments in component amounts
required or permitted by GAAP, resulting from the application of purchase accounting in relation to any acquisition permitted hereunder consummated after the Closing Date shall be excluded; 

(viii) any non-cash impairment charges or asset write-offs resulting from the application of Statement of Financial Accounting Standards
No. 142 or 144, and the amortization of intangibles arising pursuant to Statement of Financial Accounting Standards No. 141, shall be excluded; 
 (ix) any non-cash expenses realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock
options, restricted stock grants or other rights to officers, directors and employees of such person or any of its subsidiaries shall be excluded; 
 (x) accruals and reserves that are established within twelve months after the Closing Date and that are so required to be established in accordance with GAAP shall be excluded; 

(xi) non-cash gains, losses, income and expenses resulting from fair value accounting required by Statement of Financial Accounting
Standards No. 133 and related interpretations shall be excluded; 
 (xii) any currency translation gains and losses related
to currency remeasurements of Indebtedness, and any net loss or gain resulting from Swap Agreements for currency exchange risk, shall be excluded; 
 (xiii) (i) the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line” rent expense that exceeds the amount expensed
in respect of such rent expense shall be included; 
 (xiv) to the extent covered by insurance and actually reimbursed, or, so
long as such person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (a) not denied by the applicable carrier in writing within
180 days, and (b) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business
interruption shall be excluded; provided that any proceeds of such reimbursement when received shall be excluded from the calculation of Consolidated Net Income to the extent the expense reimbursed was previously excluded pursuant to this
clause (xiv); and 

  
 15 









 (xv) non-cash charges for deferred tax asset valuation allowances shall be excluded.

 “Consolidated Total Assets” shall mean, as of any date, the total assets of Holdings and the consolidated
Subsidiaries, determined in accordance with GAAP, as set forth on the consolidated balance sheet of Holdings as of such date (provided that where this Agreement refers to “Consolidated Total Assets” as of a prior date, such amount
shall be calculated on a pro forma basis after giving effect to any acquisition or disposition of assets that may have occurred on or after such date). 
 “Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of
voting securities, by contract or otherwise, and “Controlling” and “Controlled” shall have meanings correlative thereto. 
 “Covenant Triggering Event” shall occur at any time that Excess Availability is less than the greater of (a) 10% of the lesser of (i) the Borrowing Base at such time and
(ii) the aggregate amount of Revolving Facility Commitments at such time or (b) $10.0 million. Once occurred, a Covenant Triggering Event shall be deemed to be continuing until such time as Excess Availability is greater than the greater
of (i) 10% of the lesser of (A) the Borrowing Base at such time and (B) the aggregate amount of Revolving Facility Commitments at such time, or (ii) $10.0 million for ten (10) consecutive days. 

“Credit Event” shall have the meaning assigned to such term in Article 4. 

“Cure Amount” shall have the meaning assigned to such term in Section 8.03. 

“Cure Right” shall have the meaning assigned to such term in Section 8.03. 

“Current Assets” shall mean, with respect to the Borrower and the Subsidiaries on a consolidated basis at any date of
determination, the sum of (a) all assets (other than cash and Permitted Investments or other cash equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and the Subsidiaries as current
assets at such date of determination, other than amounts related to current or deferred Taxes based on income or profits, and (b) in the event that a Permitted Receivables Financing is accounted for off balance sheet, (x) gross accounts
receivable comprising part of the Receivables Assets subject to such Permitted Receivables Financing less (y) collections against the amounts sold pursuant to clause (x). 

“Current Liabilities” shall mean, with respect to the Borrower and the Subsidiaries on a consolidated basis at any date
of determination, all liabilities that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and the Subsidiaries as current liabilities at such date of determination, other than: (a) the current portion
of any Indebtedness, (b) accruals of Interest Expense (excluding Interest Expense that is due and unpaid), (c) accruals for current or deferred Taxes based on income or profits, (d) accruals of any costs or expenses related to
(i) severance or termination of employees prior to the Closing Date or (ii) bonuses, pension and other post-retirement benefit obligations, and (e) accruals for add backs to EBITDA included in clauses (a)(iv) through (a)(vii) of
the definition of such term. 

  
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 “Daily Average Utilization” shall mean, for any period, an amount,
expressed as a percentage, equal to (a) the daily average aggregate Revolving Facility Credit Exposure for such period divided by (b) the daily average Commitments for such period. 

“Debt Service” shall mean, with respect to the Borrower and the Subsidiaries on a consolidated basis for any period,
Cash Interest Expense for such period plus scheduled principal amortization of Consolidated Debt for such period. 

“Debtor Relief Laws” shall mean the U.S. Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect. 

“Default” shall mean any event or condition that upon notice, lapse of time or both, would constitute an Event of
Default. 
 “Defaulting Lender” shall mean any Lender that (a) has failed to fund any portion of the
Revolving Facility Loans, participations in respect of Letters of Credit or participations in respect of Swingline Loans required to be funded by it hereunder within three Business Days of the date required to be funded by it hereunder, unless such
Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent shall be specifically
identified in such writing) has not been satisfied, (b) has otherwise failed to pay over to the Agents or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject
of a good faith dispute, (c) has notified any Borrower, the Administrative Agent, any Issuing Bank or the Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to
that effect, (d) has failed, within three Business Days after request by the Administrative Agent or the Borrower, acting in good faith, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its funding
obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (e) has, or has a direct or indirect parent company that
has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with
reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender
solely by virtue of the ownership or acquisition of any equity interest in such Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with
immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or
disaffirm any contracts or agreements made with such Person. 

  
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 “Designated Non-Cash Consideration” shall mean the fair market value of
non-cash consideration received by the Borrower or one of the Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower, setting forth
the basis of such valuation, less the amount of cash or cash equivalents received in connection with a subsequent sale of any such Designated Non-Cash Consideration. 
 “Designated Pari Passu Amount” shall have the meaning assigned to such term in Section 9.11(a). 
 “Designation Notice” shall have the meaning assigned to such term in Section 9.11(a). 
 “Disinterested Director” shall mean, with respect to any person and transaction, a member of the Board of Directors of such person who does not have any material direct or indirect
financial interest in or with respect to such transaction. 
 “Disqualified Stock” shall mean, with respect to
any person, any Equity Interests of such person that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is redeemable or exchangeable), or upon the happening of any event or
condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the
holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is
redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) either mandatorily or at the option of the holders
thereof, is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Stock, in each case, prior to the date that is ninety-one (91) days after the Revolving Facility Maturity
Date; provided, however, that only the portion of the Equity Interests that so mature or are mandatorily redeemable, are so convertible or exchangeable or are so redeemable at the option of the holder thereof prior to such date shall
be deemed to be Disqualified Stock; provided, further, however, that if such Equity Interests are issued to any employee or to any plan for the benefit of employees of the Borrower or the Subsidiaries or by any such plan to such
employees, such Equity Interests shall not constitute Disqualified Stock solely because they may be required to be repurchased by the Borrower in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s
termination, death or disability; provided, further, however, that any class of Equity Interests of such person that by its terms provides that obligations thereunder will (or upon commercially reasonably terms may) be satisfied
by delivery of Equity Interests that are not Disqualified Stock shall not be deemed to be Disqualified Stock. 

“Documentation Agents” shall mean PNC Bank, N.A., Siemens Financial Services, Inc. and Wells Fargo Bank, N.A., as
co-documentation agents. 
 “Dollar Equivalent” shall mean, at any time, (a) with respect to any amount
denominated in Dollars, such amount, and (b) with respect to any amount denominated in any currency other 

  
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than Dollars, 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 or other applicable date of determination) for the purchase of Dollars with such currency. 
 “Dollars” or
“$” shall mean lawful money of the United States of America. 
 “Domestic Subsidiary” shall
mean any Subsidiary that is not a Foreign Subsidiary or a Subsidiary listed on Schedule 1.01B. 
 “Dominion
Account” shall have the meaning assigned to such term in Section 5.11(b). 
 “Early Maturity Test
Date” shall have the meaning assigned to such term in the definition of “Maturing Debt Reserve.” 

“EBITDA” shall mean, with respect to the Borrower and the Subsidiaries on a consolidated basis for any period, the
Consolidated Net Income of the Borrower and the Subsidiaries for such period plus (a) the sum of (in each case without duplication and to the extent the respective amounts described in subclauses (i) through (viii) of this
clause (a) reduced such Consolidated Net Income (and were not excluded therefrom) for the respective period for which EBITDA is being determined): 
 (i) provision for Taxes based on income, profits or capital of the Borrower and the Subsidiaries for such period, including, without limitation, state, franchise and similar taxes, foreign withholding
taxes and Tax Distributions made by the Borrower during such period; 
 (ii) Interest Expense (and to the extent not included in
Interest Expense, (x) all cash dividend payments (excluding items eliminated in consolidation) on any series of preferred stock or Disqualified Stock and (y) costs of surety bonds in connection with financing activities) of the Borrower
and the Subsidiaries for such period (net of interest income of the Borrower and the Subsidiaries for such period); 
 (iii)
depreciation and amortization expenses of the Borrower and the Subsidiaries for such period, including the amortization of intangible assets, deferred financing fees and capitalized software expenditures and amortization of unrecognized prior
service costs and actuarial gains and losses related to pensions and other post-employment benefits; 
 (iv) any expenses or
charges (other than depreciation or amortization expense as described in the preceding clause (iii)) related to any issuance of Equity Interests, Investment, acquisition, disposition, or recapitalization permitted hereunder or the incurrence,
modification or repayment of Indebtedness permitted to be incurred by this Agreement (including a refinancing thereof) (whether or not successful), including such fees, expenses or charges related to the Obligations or the obligations in connection
with the Cash Flow Credit Agreement and any amendment or other modification of the Obligations or the obligations in connection with the Cash Flow Credit Agreement or other Indebtedness; 

(v) business optimization expenses and other restructuring charges or reserves (which, for the avoidance of doubt, shall include, without
limitation, the effect of inventory 

  
 19 









 
optimization programs, plant closure, facility consolidations, retention, severance, systems establishment costs and excess pension charges); provided that with respect to each business
optimization expense or other restructuring charge or reserve, the Borrower shall have delivered to the Administrative Agent an officers’ certificate specifying and quantifying such expense or charge or reserve; 

(vi) any other non-cash charges; provided that, for purposes of this subclause (vi) of this clause (a), any
non-cash charges or losses shall be treated as cash charges or losses in any subsequent period during which cash disbursements attributable thereto are made (but excluding for the avoidance of doubt, amortization of a prepaid item that was paid in a
prior period); 
 (vii) the amount of management, consulting, monitoring, transaction and advisory fees and related expenses
paid to the Fund or any Fund Affiliate (or any accruals related to such fees and related expenses) during such period; provided that such amount shall not exceed in any four quarter period the sum of (i) the greater of $2.5 million and
2.0% of EBITDA, plus (ii) the amount of deferred fees (to the extent such fees would otherwise have been permitted to be included in clause (i) if paid, but were not included in such clause (i)), plus
(iii) 2.0% of the value of transactions permitted hereunder and entered into by the Borrower or any of the Subsidiaries with respect to which the Fund or any Fund Affiliate provides any of the aforementioned types of services; 

(viii) non-operating expenses; and 
 (ix) the amount of net cost savings projected by the Borrower in good faith to be realized as a result of specified actions taken during such period (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, provided that (A) such cost savings are reasonably expected to result from such actions,
(B) such actions are taken or committed to be taken within 36 months after the Closing Date and (C) no cost savings shall be added pursuant to this clause (ix) to the extent duplicative of any expenses or charges relating to such cost
savings that are included in clause (v) above with respect to such period, 
 minus 

(b) the sum of (without duplication and to the extent the amounts described in this clause (b) increased such Consolidated Net
Income for the respective period for which EBITDA is being determined) non-cash items increasing Consolidated Net Income of the Borrower and the Subsidiaries for such period (but excluding any such items (A) in respect of which cash was
received in a prior period or will be received in a future period or (B) which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDA in any prior period). 

“Eligible Accounts” shall mean all Accounts of the Loan Parties reflected in the most recent Borrowing Base Certificate,
except any Account with respect to which any of the exclusionary criteria set forth below applies (unless the Administrative Agent in its sole discretion elects to include such Account). No Account shall be an Eligible Account if: 

(i) it arises out of a sale made or services rendered by the applicable Loan Party to a direct or indirect parent or Subsidiary of such
Loan Party or, if not on arm’s length terms, any other Affiliate of such Loan Party or to a person controlled by an Affiliate of such Loan Party; or 

  
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 (ii) it remains unpaid more than 60 days after the original due date shown on the invoice or
more than 120 days after the original invoice date or it arises as a result of a sale with original payment terms in excess of 90 days; or 
 (iii) the total unpaid Accounts of the Account Debtor to the Loan Parties exceed 25% of the respective net amount of all Eligible Accounts owned by the Loan Parties but only to the extent of such excess;
or 
 (iv) any covenant, representation or warranty contained in this Agreement with respect to such Account has been breached
in any material respect; or 
 (v) the Account Debtor is also a creditor or supplier of the owner of such Account, or the
Account Debtor has disputed liability with respect to such Account, or the Account Debtor has made any claim with respect to any other Account due from such Account Debtor to the owner of such Account, or the Account Debtor has a claim for any
promotional program allowance, volume rebate, other allowance (including any amount that the Loan Party may be obligated to rebate to a customer pursuant to the terms of any written agreement or understanding), or the Account Debtor has made a
prepayment or the Account otherwise is or may become subject to right of setoff by the Account Debtor; provided that any such Account shall be ineligible under this clause only to the extent of such contract, dispute, claim, setoff or similar
right; or 
 (vi) (A) the Account Debtor has commenced a voluntary case under the U.S. federal bankruptcy laws or has taken any
action, legal proceeding or other step in relation to its winding-up, dissolution, administration or reorganization, (B) made an assignment, composition or arrangement for the benefit of creditors, or a decree or order for relief (including by
way of suspension of payments, moratorium of indebtedness and/or suspension of rights of enforcement) has been entered by a court having jurisdiction in the premises in respect of the Account Debtor in an involuntary case under the federal
bankruptcy laws (or any other applicable insolvency laws in any jurisdiction) as now constituted or hereafter amended, or any other petition or other application for relief under the U.S. federal bankruptcy laws (or any other applicable insolvency
laws in any jurisdiction), as now constituted or hereafter amended, has been filed against or by the Account Debtor, or (C) if the Account Debtor has failed, suspended business, ceased to be solvent, or consented to or suffered a receiver,
trustee, liquidator, custodian, administrator receiver or manager, administrative receiver, interim receiver, sheriff, monitor, sequestrator or similar officer or fiduciary to be appointed for it or for all or a significant portion of its assets or
affairs; provided that (I) the Administrative Agent may, in its sole discretion, include Accounts from Account Debtors subject to such proceedings if and to the extent that such Accounts are fully covered by credit insurance, letters of
credit or other sufficient third-party credit support, or are otherwise deemed by the Administrative Agent not to pose an unreasonable risk of non-collectability, and (II) Accounts of an Account Debtor subject to such proceedings will be
Eligible Accounts so long as (1) such Account Debtor has received “debtor in possession” financing reasonably satisfactory to the Administrative Agent, (2) Accounts of such Account


  
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Debtor that are Eligible Accounts may not exceed $1,000,000 in the aggregate (and all such Accounts that are Eligible Accounts in accordance with clause (II) of this proviso may not exceed
$5,000,000 in the aggregate), and (3) such Accounts do not remain unpaid more than forty-five (45) days after the original due date shown on the invoice or more than seventy-five (75) days after the original invoice date; or

 (vii) it arises from a sale made or services rendered to an Account Debtor that is headquartered or organized outside the
United States (which throughout this Agreement, for purposes of determining the Borrowing Base, shall include Puerto Rico) or Canada which (along with other similar Accounts) exceeds $3.0 million in the aggregate for all such Account Debtors, unless
backed by a letter of credit, credit insurance, guaranty, acceptance or similar terms acceptable to the Administrative Agent in its sole discretion (it being understood that if any Account Debtor that is organized or headquartered in the United
Kingdom, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Holland, Ireland, Italy, Luxembourg, Mexico, Norway, Portugal, South Korea, Spain, Sweden, or Switzerland has significant assets or operations in the United States (as reasonably
determined by the Administrative Agent), whether through a subsidiary or otherwise, such Account Debtor shall be deemed to be headquartered or organized in the United States, it being agreed that, with respect to foreign Account Debtors backed by
credit insurance (1) the Administrative Agent must be named as “loss payee” on the related credit insurance policy, (2) the eligible amount cannot exceed the policy maximum liability amount, (3) a reserve is to be
established for the uncovered percentage, (4) a reserve is to be established for any unpaid policy premiums and (5) the receivables are subject to all other eligibility criteria; or 

(viii) (1) it arises from a sale to the Account Debtor on a bill-and-hold, guaranteed sale, sale-or-return, sale-on-approval,
consignment, or any other repurchase or return basis; or (2) it is subject to a reserve established by the applicable Loan Party for potential returns or refunds, to the extent of such reserve; or 

(ix) it is reissued in respect of partial payment, including, without limitation, debit memos and charge backs (it being understood that
this paragraph (ix) shall only apply with respect to, and to the extent of, such partial payment); or 
 (x) with respect
to which an invoice, including a “PO Not Completed”, has not been sent to the applicable Account Debtor; or 
 (xi) it
is payable in any currency other than in Dollars; or 
 (xii) to the extent constituting the obligation of an Account Debtor in
respect of interest, service or similar charges or fees; or 
 (xiii) the Account Debtor is the United States of America or any
state thereof, the federal government of Canada or any province, territory or subdivision thereof, or any agency, department or instrumentality of any of the foregoing, unless the applicable Loan Party assigns its right to payment of such Account to
the Collateral Agent, in a manner satisfactory to the Administrative Agent, in its Reasonable Credit Judgment, so as to comply with the Assignment of Claims Act of 1940 (31 U.S.C. §3727, 41 U.S.C. §15 et seq., as
amended, in the case of the 

  
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United States of America or any agency, department or agency thereof, the Financial Administration Act (Canada), in the case of the federal government of Canada or any agency, department or
agency thereof, or any applicable and similar state, federal or provincial legislation, in all other cases; or 
 (xiv) it is
not at all times subject to the Collateral Agent’s duly perfected, first-priority security interest or is subject to a Lien that is not a Permitted Encumbrance; or 
 (xv) the goods giving rise to such Account have not been delivered to and accepted by the Account Debtor or the services giving rise to such Account have not been performed by the applicable Loan Party
and accepted by the Account Debtor or the Account otherwise does not represent a final sale by the Borrower or the applicable Subsidiary in the ordinary course of business; or 
 (xvi) the Account is evidenced by chattel paper, note payable or an instrument of any kind, or has been reduced to judgment; or 
 (xvii) the applicable Loan Party or a Subsidiary of the applicable Loan Party has made any agreement with the Account Debtor for any extension, compromise, settlement or modification of the Account or
deduction therefrom, except for discounts or allowances which are made in the ordinary course of business for prompt payment and which discounts or allowances are reflected in the calculation of the face value of each invoice related to such
Account; or 
 (xviii) the Account is owing by any governmental, inter-governmental or super-national body, agency, crown,
department or regulatory, self-regulatory or other similar authority or organization (in each case, other than with respect to the government of the United States or Canada); or 

(xix) 50.0% or more of all Accounts owing from the Account Debtor or its Affiliates are not Eligible Accounts hereunder by reason of
applicability of clause (ii) above. 
 If any Account at any time ceases to be an Eligible Account, then such Account shall
promptly be excluded from the calculation of the Borrowing Base; provided, however, that if any Account ceases to be an Eligible Account because of the adjustment of or imposition of new exclusionary criteria pursuant to the succeeding
paragraph, the Administrative Agent will not require exclusion of such Account from the Borrowing Base until five (5) days following the date on which the Administrative Agent gives notice to the Borrower of such ineligibility. 

The Administrative Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the exclusionary
criteria set forth above and to establish new criteria, in its Reasonable Credit Judgment (based on an analysis of material facts or events first occurring, or first discovered by the Administrative Agent, after the Closing Date), subject to the
approval of Super Majority Lenders in the case of adjustments or new criteria which have the effect of making more credit available than would have been available based upon the criteria in effect on the Closing Date. The Administrative Agent
acknowledges that as of the Closing Date it does not know of any circumstance or condition with respect to the Accounts that would require the adjustment or imposition of any of the exclusionary criteria set forth above. 

  
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 “Eligible Inventory” shall mean all Inventory of the Loan Parties reflected
in the most recent Borrowing Base Certificate, except any Inventory with respect to which any of the exclusionary criteria set forth below applies (unless the Administrative Agent in its sole discretion elect to include such Inventory). No Inventory
shall be Eligible Inventory if: 
 (i) it is not reflected in the details of the perpetual inventory report (unfavorable and
favorable capitalized variances applicable to the perpetual inventories are to be considered eligible); or 
 (ii) it is not in
good, useable and saleable condition; or 
 (iii) it is slow-moving, obsolete, defective or unmerchantable, or subject to a
lower of cost or market reserve recorded in the general ledger; or 
 (iv) it is not of a type held for sale by the applicable
Loan Party in the ordinary course of business, except for Inventory classified as “stores inventory”; or 
 (v) it is
held on consignment or is at an outside processor or is in-transit from a vendor or is at a location with less than $100,000.00 of Inventory on-hand; or 
 (vi) it is manufactured, assembled or otherwise produced in violation of the Fair Labor Standards Act where applicable and subject to the “hot goods” provisions contained in Title 25 U.S.C.
215(a)(i); or 
 (vii) it is not covered by casualty insurance reasonably acceptable to the Administrative Agent; or 

(viii) it consists of goods that have been returned by the buyer; or 

(ix) it has been invoiced to a customer (even if on a consignment or “sale or return” basis); or 

(x) it is represented by a negotiable document of title; or 
 (xi) it does not meet in all material respects all standards imposed by any Governmental Authority; or 
 (xii) it does not conform in all material respects to any covenants, warranties and representations set forth in this Agreement; or 

(xiii) it is not at all times subject to the Collateral Agent’s duly perfected, first-priority security interest or is subject to a
Lien that is not a Permitted Encumbrance; or 
 (xiv) it is located in a leased warehouse or public warehouse or in possession
of a bailee or in a facility leased by such Loan Party; provided that Inventory situated at a location not owned by a Loan Party will be Eligible Inventory if the Collateral Agent has received a Collateral Access Agreement with respect to
such location (and, if no such Collateral Access Agreement has been received with respect to such location, such Inventory will nevertheless be Eligible Inventory but the Administrative Agent may impose Rent Reserves); or 

  
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 (xv) it is located outside of the United States of America or Canada; provided that
the Administrative Agent may in its sole discretion include as Eligible Inventory any Inventory which is in transit outside the United States of America or Canada being transported to a customer of a Loan Party in the ordinary course of such Loan
Party’s business; or 
 (xvi) such Inventory constitutes packaging or shipping materials, cartons, labels or other such
materials not considered for sale in the ordinary course of business (other than repair parts and supplies classified as “stores inventory”); provided that inventory availability with respect to “stores inventory” shall
not exceed $7.0 million; or 
 (xvii) such Inventory is subject to the intellectual property rights of a third party;
provided that such Inventory will be Eligible Inventory to the extent the Administrative Agent determines, in its Reasonable Credit Judgment, that upon an Event of Default such Inventory could be liquidated without assistance or interference
from, or the payment of money to, such third party. 
 If any Inventory at any time ceases to be Eligible Inventory, such
Inventory shall promptly be excluded from the calculation of the Borrowing Base; provided, however, that if any Inventory ceases to be Eligible Inventory because of the adjustment of or imposition of new exclusionary criteria pursuant
to the succeeding paragraph, the Administrative Agent will not require exclusion of such Inventory from the Borrowing Base until five (5) days following the date on which the Administrative Agent gives notice to the Borrower of such
ineligibility. 
 The Administrative Agent reserves the right, at any time and from time to time after the Closing Date, to
adjust any of the exclusionary criteria set forth above and to establish new criteria, in its Reasonable Credit Judgment (based on an analysis of material facts or events first occurring, or first discovered by the Administrative Agent, after the
Closing Date), subject to the approval of the Super Majority Lenders in the case of adjustments or new criteria which have the effect of making more credit available than would be available based upon the criteria in effect on the Closing Date. The
Administrative Agent acknowledges that as of the Closing Date it does not know of any circumstance or condition with respect to the Inventory that would require the adjustment or imposition of any of the exclusionary criteria set forth above.

 “environment” shall mean ambient and indoor air, surface water and groundwater (including potable water,
navigable water and wetlands), the land surface or subsurface strata, natural resources such as flora and fauna, the workplace or as otherwise defined in any Environmental Law. 

“Environmental Laws” shall mean all applicable laws (including common law), rules, regulations, codes, ordinances,
orders, agreements, permits, decrees or judgments, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the generation, management, presence, Release or
threatened Release of, or exposure to, any Hazardous Material or to occupational health and safety matters (to the extent relating to the environment or Hazardous Materials). 

  
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 “Equity Interests” of any person shall mean any and all shares, interests,
rights to purchase or otherwise acquire, warrants, options, participations or other equivalents of or interests in (however designated) equity or ownership of such person, including any preferred stock, any limited or general partnership interest
and any limited liability company membership interest, and any securities or other rights or interests convertible into or exchangeable for any of the foregoing. 
 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time and any final regulations promulgated and the rulings issued
thereunder. 
 “ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together
with Holdings, the Borrower or a Subsidiary, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer
under Section 414 of the Code. 
 “ERISA Event” shall mean: (a) any Reportable Event or the
requirements of Section 4043(b) of ERISA apply with respect to a Plan; (b) the failure of any Plan to meet the minimum funding requirements of Section 412 of the Code or the existence of a funding shortfall that places any Plan in
“at-risk” status under Section 430 of the Code; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan,
the failure to make by its due date a required installment under Section 412(m) of the Code with respect to any Plan or the failure to make any required contribution to a Multiemployer Plan; (d) the incurrence by Holdings, the Borrower, a
Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan or Multiemployer Plan; (e) the receipt by Holdings, the Borrower, a Subsidiary or any ERISA Affiliate from the PBGC or a plan
administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan under Section 4042 of ERISA; (f) the incurrence by Holdings, the Borrower, a Subsidiary or any ERISA Affiliate of any
liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (g) the receipt by Holdings, the Borrower, a Subsidiary or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from
Holdings, the Borrower, a Subsidiary or any ERISA Affiliate of any notice, concerning the impending imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization or
terminated, within the meaning of Title IV of ERISA or the existence of conditions that place any Multiemployer Plan in “endangered” or “critical” status (within the meaning of Section 432 of the Code); or (h) the
conditions for imposition of a lien under Section 303(k) of ERISA shall have been met with respect to any Plan. 

“Eurocurrency Borrowing” shall mean a Borrowing comprised of Eurocurrency Loans. 

“Eurocurrency Loan” shall mean any Eurocurrency Revolving Loan. 

“Eurocurrency Revolving Facility Borrowing” shall mean a Borrowing comprised of Eurocurrency Revolving Loans.


  
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 “Eurocurrency Revolving Loan” shall mean any Revolving Facility Loan
bearing interest at a rate determined by reference to the Adjusted LIBO Rate in accordance with the provisions of Article 2. 
 “Event of Default” shall have the meaning assigned to such term in Section 8.01. 
 “Excess Availability” shall mean, at any time, an amount equal to the sum of (i) Availability at such time, plus (ii) the amount of Unrestricted Cash of the Loan Parties
at such time deposited in one or more accounts in the United States with respect to which a Blocked Account Agreement is in place (provided that such Unrestricted Cash shall be deemed to be $0 at any time if the Availability at such time is
less than the greater of (A) 5% of the lesser of (x) the Borrowing Base at such time and (y) the Revolving Facility Commitments at such time and (B) $7.5 million). 

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 

“Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender, any Issuing Bank or any other
recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income taxes imposed on (or measured by) its net income (or franchise taxes imposed in lieu of net income taxes) by the United States of
America (or any state or locality thereof) or the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located or any
other jurisdiction as a result of such recipient engaging in a trade or business in such jurisdiction for tax purposes (other than a trade or business arising solely by reason of having executed, delivered, become a party to, performed its
obligations under, received payments under, or enforcing its rights under any Loan Document), (b) any branch profits tax or any similar tax that is imposed by any jurisdiction described in clause (a) above, (c) in the case of a Lender
making a Loan to the Borrower, any withholding tax (including any backup withholding tax) that (x) is imposed by the United States pursuant to laws in effect at the time such Lender becomes a party to such Loan to the Borrower (or designates a
new lending office) and that would have applied to amounts payable hereunder, except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional
amounts from a Loan Party with respect to any withholding tax pursuant to Section 2.17(a) or Section 2.17(c) or (y) is attributable to such Lender’s failure to comply with Section 2.17(f) or Section 2.17(g) with respect
to such Loan, (d) Taxes that would not have been incurred but for a change in the circumstances of a Lender occurring after the Lender becomes a Lender other than a Change in Law and (e) any taxes imposed on such amounts payable to an
Agent or Lender as a result of such Agent’s or such Lender’s failure or inability to comply with the requirements of FATCA. 
 “Existing Credit Facility Agreement” shall mean the Amended and Restated Credit Agreement, dated as of June 3, 2009 (as amended, restated, amended and restated, supplemented or
otherwise modified on or prior to the date hereof) among Holdings, the Borrower, the lenders party thereto and Credit Suisse, Cayman Islands Branch, as administrative agent. 
 “Existing L/C Issuer” shall mean Credit Suisse, Cayman Islands Branch, solely in its capacity as “Issuing Bank” under and as defined in the Existing Credit Facility Agreement.


  
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 “Existing Letters of Credit” shall mean those standby letters of credit or
trade letters of credit issued and outstanding as of the date hereof and set forth on Schedule 1.01D. 

“Existing Revolving Facility” shall have the meaning assigned to such term in Section 2.23(a). 

“Extended Revolving Facility” shall have the meaning assigned to such term in Section 2.23(a). 

“Extending Lender” shall have the meaning assigned to such term in Section 2.23(c). 

“Extension Amendment” shall have the meaning assigned to such term in Section 2.23(e). 

“Extension Election” shall have the meaning assigned to such term in Section 2.23(c). 

“Extension Request” shall have the meaning assigned to such term in Section 2.23(a). 

“Extension Series” shall have the meaning assigned to such term in Section 2.23(b). 

“Facility” shall mean the respective facility and commitments utilized in making Loans and credit extensions hereunder,
it being understood that as of the Closing Date there is one Facility, i.e. the Revolving Facility consisting of the Revolving Facility Commitments and the extensions of credit thereunder, and after the Closing Date may include any Revolving
Facility consisting of any Incremental Revolving Facility Commitments or Extension Series of Revolving Facility Commitments. 

“FATCA” shall mean Sections 1471 through 1474 of the Code as of the date hereof (or any amended version that is
substantially comparable and not materially more onerous to comply with) and any regulations promulgated thereunder or official interpretations thereof. 
 “Federal Funds Rate” shall mean, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for
such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for
such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Citibank, N.A. on such day on such transactions as determined by the Administrative Agent. 

“Fee Letter” shall mean that certain Fee Letter dated March 7, 2012 by and among Borrower, Citigroup Global Markets
Inc., Credit Suisse Securities (USA) LLC, Credit Suisse AG, Cayman Islands Branch, and Barclays Bank PLC, as amended, amended and restated, supplemented or otherwise modified from time to time. 

  
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 “Fees” shall mean the Commitment Fees, the L/C Participation Fees, the
Issuing Bank Fees and the Administrative Agent Fees and Collateral Agent Fees. 
 “Financial Officer” of any
person shall mean the Chief Financial Officer, principal accounting officer, Treasurer, Assistant Treasurer or Controller of such person. 
 “Financial Performance Covenant” shall mean the covenant of the Borrower set forth in Section 6.10. 
 “First Lien Debt” at any date shall mean (i) the aggregate principal amount of Consolidated Debt of the Borrower and the Subsidiaries outstanding at such date that consists of,
without duplication, (x) Revolving Facility Credit Exposure (other than letters of credit to the extent undrawn and not supporting Indebtedness of the type included in Consolidated Debt), (y) the Senior Secured Notes, the revolving loans
under the Cash Flow Credit Agreement (other than letters of credit to the extent undrawn and not supporting Indebtedness of the type included in Consolidated Debt) and any Permitted Refinancing Indebtedness in respect of any of the foregoing and
(z) any other Indebtedness for borrowed money, in each case of clauses (y) and (z) to the extent secured by any Lien on Notes Priority Collateral that is pari passu with or senior to the Lien in favor of the Lenders on such
Notes Priority Collateral, less (ii) without duplication, the Unrestricted Cash and Permitted Investments of the Borrower and the Subsidiaries on such date. 
 “Fixed Charge Coverage Ratio” shall mean on any date the ratio of (a) EBITDA for the most recent period of four consecutive fiscal quarters of the Borrower for which financial
statements are available minus non-financed Capital Expenditures of the Borrower and the Subsidiaries during such period (including any Capital Expenditures financed by proceeds of the Loans) minus cash income taxes (net of cash income tax refunds
received) paid during such period to (b) the sum of (i) scheduled principal payments or redemptions required to be made during such period in respect of Indebtedness for borrowed money plus (ii) Cash Interest Expense for such
period plus (iii) Restricted Payments pursuant to Sections 6.06(c), (h), (k) or (l), in each case to the extent paid by the Borrower in cash during such period; provided that the Fixed Charge Coverage Ratio shall
be determined for the relevant test period on a Pro Forma Basis. 
 “Flow Through Entity” shall mean an entity
that is treated as a partnership not taxable as a corporation, a grantor trust or a disregarded entity for U.S. federal income tax purposes or subject to treatment on a comparable basis for purposes of state, local or foreign tax law. 

“Foreign Lender” shall mean any Lender that is organized under the laws of a jurisdiction other than the United States
of America. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. 
 “Foreign Pledge Agreement” shall mean a pledge agreement with respect to the Pledged Collateral that constitutes Equity Interests of a “first tier” Foreign Subsidiary, in
form and substance reasonably satisfactory to the Administrative Agent; provided that in no event shall more than 65% of the issued and outstanding Equity Interests of such Foreign Subsidiary be pledged to secure Obligations of the Borrower
(including indirectly through a pledge of the voting Equity Interests of a CFC Holding Company). 

  
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 “Foreign Subsidiary” shall mean any Subsidiary that is incorporated or
organized under the laws of any jurisdiction other than the United States of America, any State thereof or the District of Columbia. 
 “Fund” shall mean Apollo Management VI, L.P. and other affiliated co-investment partnerships. 
 “Fund Affiliate” shall mean (i) each Affiliate of the Fund that is neither a “portfolio company” (which means a company actively engaged in providing goods or services to
unaffiliated customers), whether or not controlled, nor a company controlled by a “portfolio company” and (ii) any individual who is a partner or employee of the Fund. 

“GAAP” shall mean generally accepted accounting principles in effect from time to time in the United States, applied on
a consistent basis, subject to the provisions of Section 1.02; provided that any reference to the application of GAAP in Sections 3.13(b), 3.20, 5.03, 5.07 and 6.02(e) to a Foreign Subsidiary (and not as a consolidated Subsidiary of
the Borrower) shall mean generally accepted accounting principles in effect from time to time in the jurisdiction of organization of such Foreign Subsidiary. 
 “Governmental Authority” shall mean any federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory or legislative body. 

“Guarantee” of or by any person (the “guarantor”) shall mean (a) any obligation, contingent or
otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation of any other person (the “primary obligor”) in any manner, whether directly or indirectly, and
including any obligation of the guarantor, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation (whether arising by virtue of partnership arrangements, by
agreement to keep well, to purchase assets, goods, securities or services, to take or pay or otherwise) or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness or other monetary
obligations, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, (iv) entered into for the purpose of assuring in any other manner the holders of such
Indebtedness or other obligation of the payment thereof or to protect such holders against loss in respect thereof (in whole or in part), or (v) as an account party in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or other obligation, or (b) any Lien on any assets of the guarantor securing any Indebtedness (or any existing right, contingent or otherwise, of the holder of Indebtedness to be secured by such a Lien) of any other person, whether
or not such Indebtedness or other obligation is assumed by the guarantor; provided, however, that the term “Guarantee” shall not include endorsements of instruments for deposit or collection in the ordinary course of
business or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with 

  
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any acquisition or disposition of assets permitted by this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal
to the stated or determinable amount of the Indebtedness in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such person is required to perform
thereunder) as determined by such person in good faith. 
 “guarantor” shall have the meaning assigned to such
term in the definition of the term “Guarantee.” 
 “Hazardous Materials” shall mean all
pollutants, contaminants, wastes, chemicals, materials, substances and constituents, including, without limitation, explosive or radioactive substances or petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated
biphenyls or radon gas, of any nature subject to regulation or which can give rise to liability under any Environmental Law. 

“Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be
contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious
interest rate than applicable laws now allow. 
 “Holdco Debt” shall mean Indebtedness under that certain
Credit Agreement dated as of January 31, 2007, by and among Holdings, Verso Paper Finance Holdings Inc., the lenders party thereto, Credit Suisse, as administrative agent, and others (as amended, restated, amended and restated, supplemented or
otherwise modified, from time to time). 
 “Holdings” shall have the meaning assigned to such term in the
introductory paragraph of this Agreement. 
 “Immaterial Subsidiary” shall mean any Subsidiary that
(a) did not, as of the last day of the fiscal quarter of the Borrower most recently ended, have assets with a value in excess of 5.0% of the Consolidated Total Assets or revenues representing in excess of 5.0% of total revenues of the Borrower
and the Subsidiaries on a consolidated basis as of such date, and (b) taken together with all Immaterial Subsidiaries as of the last day of the fiscal quarter of the Borrower most recently ended, did not have assets with a value in excess of
10.0% of Consolidated Total Assets or revenues representing in excess of 10.0% of total revenues of the Borrower and the Subsidiaries on a consolidated basis as of such date. Each Immaterial Subsidiary shall be set forth in
Schedule 1.01E. The Borrower shall update Schedule 1.01E from time to time after the Closing Date as necessary to reflect all Immaterial Subsidiaries at such time (the selection of Subsidiaries to be added to or removed from
Schedule 1.01E to be made as the Borrower may determine). 
 “Increased Amount Date” shall have the
meaning assigned to such term in Section 2.21. 
 “Incremental Amount” shall mean, at any time, the
excess, if any, of (a) the greater of (i) $100.0 million and (ii) the excess of the Borrowing Base at such time over the amount of the Revolving Facility Commitments at such time over (b) the aggregate amount of all
Incremental Revolving Facility Commitments established prior to such time pursuant to Section 2.21. 

  
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 “Incremental Assumption Agreement” shall mean an Incremental Assumption
Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, among the Borrower, the Administrative Agent and one or more Incremental Revolving Facility Lenders. 

“Incremental Revolving Facility Commitment” shall mean any increased or incremental Revolving Facility Commitment or
commitment to make Other Revolving Loans provided pursuant to Section 2.21. 
 “Incremental Revolving Facility
Lender” shall mean a Lender with a Revolving Facility Commitment or an outstanding Revolving Facility Loan as a result of an Incremental Revolving Facility Commitment. 

“Indebtedness” of any person shall mean, without duplication: (a) all obligations of such person for borrowed
money, (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such person under conditional sale or title retention agreements relating to property or assets purchased by
such person, (d) all obligations of such person issued or assumed as the deferred purchase price of property or services, to the extent that the same would be required to be shown as a long term liability on a balance sheet prepared in
accordance with GAAP, (e) all Capital Lease Obligations of such person, (f) all net payments that such person would have to make in the event of an early termination, on the date Indebtedness of such person is being determined, in respect
of outstanding Swap Agreements, (g) the principal component of all obligations, contingent or otherwise, of such person as an account party in respect of letters of credit, (h) the principal component of all obligations of such person in
respect of bankers’ acceptances, (i) all Guarantees by such person of Indebtedness (described in clauses (a) to (h) above) and (j) the amount of all obligations of such person with respect to the redemption, repayment or
other repurchase of any Disqualified Stock (excluding accrued dividends that have not increased the liquidation preference of such Disqualified Stock); provided that Indebtedness shall not include: (A) trade payables, accrued expenses
and intercompany liabilities arising in the ordinary course of business, (B) prepaid or deferred revenue arising in the ordinary course of business, (C) purchase price holdbacks arising in the ordinary course of business in respect of a
portion of the purchase prices of an asset to satisfy unperformed obligations of the seller of such asset, or (D) earn-out obligations until such obligations become a liability on the balance sheet of such person in accordance with GAAP. The
Indebtedness of any person shall include the Indebtedness of any partnership in which such person is a general partner, other than to the extent that the instrument or agreement evidencing such Indebtedness expressly limits the liability of such
person in respect thereof. To the extent not otherwise included, Indebtedness shall include the amount of any Receivables Net Investment. 
 “Indemnified Taxes” shall mean all Taxes other than Excluded Taxes. 
 “Indemnitee” shall have the meaning assigned to such term in Section 10.05(b). 

  
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 “Ineligible Institution” shall mean the persons identified in writing to
the Administrative Agent by the Borrower on or prior to the Closing Date, and as may be identified in writing to the Administrative Agent by the Borrower from time to time thereafter, with the consent of the Administrative Agent (not to be
unreasonably withheld or delayed), by delivery of a notice thereof to the Administrative Agent setting forth such person or persons (or the person or persons previously identified to the Administrative Agent that are to be no longer considered
“Ineligible Institutions”). 
 “Information” shall have the meaning assigned to such term in
Section 3.14(a). 
 “Information Memorandum” shall mean the Confidential Information Memorandum dated
March 23, 2012, as modified or supplemented prior to the Closing Date. 
 “Intellectual Property Rights”
shall have the meaning assigned to such term in Section 3.23. 
 “Interest Election Request” shall mean a
request by the Borrower to convert or continue a Revolving Facility Borrowing in accordance with Section 2.07. 

“Interest Expense” shall mean, with respect to any person for any period, the sum of (a) gross interest expense of
such person for such period on a consolidated basis, including (i) the amortization of debt discounts, (ii) the amortization of all fees (including fees with respect to Swap Agreements) payable in connection with the incurrence of
Indebtedness to the extent included in interest expense and (iii) the portion of any payments or accruals with respect to Capital Lease Obligations allocable to interest expense, (b) capitalized interest of such person and
(c) commissions, discounts, yield and other fees and charges incurred in connection with any Permitted Receivables Financing which are payable to any person other than the Borrower or a Subsidiary Loan Party. For purposes of the foregoing,
gross interest expense shall be determined after giving effect to any net payments made or received and costs incurred by the Borrower and the Subsidiaries with respect to Swap Agreements, and interest on a Capital Lease Obligation shall be deemed
to accrue at an interest rate reasonably determined by the Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. 
 “Interest Payment Date” shall mean, (a) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in
the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such
Borrowing and, in addition, the date of any refinancing or conversion of such Borrowing with or to a Borrowing of a different Type, and (b) with respect to any ABR Loan, the last Business Day of each March, June, September and December.

 “Interest Period” shall mean, as to any Eurocurrency Borrowing, the period commencing on the date of such
Borrowing or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as applicable, and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the
calendar month that is 1, 2, 3 or 6 months thereafter (or 9 or 12 months, if at the time of the relevant Borrowing, all Lenders consent to such interest periods), as the Borrower may elect, or the date any


  
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Eurocurrency Borrowing is converted to an ABR Borrowing in accordance with Section 2.07 or repaid or prepaid in accordance with Section 2.09, 2.10 or 2.11; provided,
however, that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in
which case such Interest Period shall end on the next preceding Business Day. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period. 

“Inventory” shall have the meaning assigned to such term in the UCC, and shall include all goods, and merchandise,
wherever located, in each case to be furnished under any contract of service or held for sale or lease, all returned goods, raw materials, work-in-process, finished goods (including embedded software), other materials, and supplies of any kind,
nature, or description which are used or consumed in such person’s business or used in connection with the packing, shipping, advertising, selling, or finishing of such goods, merchandise, and other property, and all documents of title or other
documents representing them. 
 “Investment” shall have the meaning assigned to such term in Section 6.04.

 “Issuing Bank” shall mean Citibank, N.A., Credit Suisse AG, Cayman Islands Branch, Barclays Bank PLC and
each other Issuing Bank designated pursuant to Section 2.05(l), in each case in its capacity as an issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.05(i). An Issuing Bank may, in its
discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such
Affiliate. 
 “Issuing Bank Fees” shall have the meaning assigned to such term in Section 2.12(b).

 “Joinder” means that certain Joinder and Supplement No. 4 to Junior Lien Intercreditor Agreement,
recording the accession of the Administrative Agent as an additional “Senior-Priority Agent” (as defined in the Junior Lien Intercreditor Agreement) and acknowledging that the Administrative Agent shall succeed to the rights and duties of
the “Intercreditor Agent” (as defined in the Junior Lien Intercreditor Agreement), substantially in the form of Exhibit J hereto. 
 “Joint Lead Arrangers” shall mean Citigroup Global Markets Inc., Barclays Bank PLC and Credit Suisse Securities (USA) LLC, in their capacities as joint lead arrangers and joint
bookrunners. 
 “Judgment Currency” shall have the meaning assigned to such term in Section 10.19.

 “Junior Financing” shall have the meaning assigned to such term in Section 6.09(b). 

“Junior Lien Intercreditor Agreement” shall mean the Intercreditor Agreement, dated as of August 1, 2006, by and
among Credit Suisse, Cayman Islands Branch as Intercreditor Agent, Wilmington Trust Company, as Trustee, Holdings, the Borrower, and the Subsidiary Loan Parties, as in effect on the Closing Date and as amended, restated, supplemented or otherwise
modified from time to time in accordance with the requirements thereof and of this Agreement. 

  
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 “L/C Disbursement” shall mean a payment or disbursement made by an Issuing
Bank pursuant to a Letter of Credit. 
 “L/C Participation Fee” shall have the meaning assigned such term in
Section 2.12(b). 
 “Lender” shall mean each financial institution listed on Schedule 2.01
(other than any such person that has ceased to be a party hereto pursuant to an Assignment and Acceptance in accordance with Section 10.04), as well as any person that becomes a “Lender” hereunder pursuant to Section 10.04
or Section 2.21. Unless the context clearly indicates otherwise, the term “Lenders” shall include the maker of Swingline Loans. 
 “lending office” shall mean, as to any Lender, the applicable branch, office or Affiliate of such Lender designated by such Lender to make Loans. 

“Letter of Credit” shall mean any letter of credit issued pursuant to Section 2.05, including any Alternate
Currency Letter of Credit. Each Existing Letter of Credit shall be deemed to constitute a Letter of Credit issued hereunder on the Closing Date for all purposes of the Loan Documents; provided that in no event shall the Existing L/C Issuer
(in its capacity as such) be required to renew (by automatic renewal or otherwise), extend, replace or amend any Existing Letter of Credit or issue any Letter of Credit hereunder. 

“Letter of Credit Commitment” shall mean, with respect to each Issuing Bank, the commitment of such Issuing Bank to
issue Letters of Credit pursuant to Section 2.05 in the amount set forth on Schedule 2.01 or, in the case of a Lender that becomes an Issuing Bank after the Closing Date in accordance with Section 2.05(l), in the documentation pursuant to
which such Lender shall have become an Issuing Bank as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender under
Section 10.04. 
 “Letter of Credit Sublimit” shall mean $75.0 million (or the equivalent thereof in an
Alternate Currency). 
 “LIBO Rate” shall mean, with respect to any Eurocurrency Borrowing for any Interest
Period, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Bloomberg (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative
Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such
Interest Period; provided that if such rate is not available at such time for any reason, then the “LIBO Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at
which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted by Citibank, N.A. and with a term equivalent to such
Interest Period would be offered by Citibank, N.A.’s London Branch to major banks in the London interbank Eurocurrency market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such
Interest Period. 

  
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 “Lien” shall mean, with respect to any asset, (a) any mortgage, deed
of trust, lien, hypothecation, pledge, charge, security interest or similar encumbrance in or on such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the foregoing) relating to such asset; provided that in no event shall an operating lease or an agreement to sell be deemed to constitute a Lien. 

“Loan Documents” shall mean this Agreement, the Letters of Credit, the Security Documents, the Senior Lien Intercreditor
Agreement, the Junior Lien Intercreditor Agreement, any other intercreditor agreements entered into by the Borrower and the Administrative Agent in accordance with this Agreement, and any Note issued under Section 2.09(e) in respect of any
Revolving Facility Loan, and solely for the purposes of Sections 4.02 and 8.01 hereof, the Fee Letter. 
 “Loan
Parties” shall mean Holdings, the Borrower and the Subsidiary Loan Parties. 
 “Loans” shall mean the
Revolving Facility Loans and the Swingline Loans. 
 “Local Time” shall mean New York City time.

 “Management Group” shall mean the group consisting of the directors, executive officers and other management
personnel of the Borrower, Holdings and their Subsidiaries, as the case may be, on the Closing Date, together with (a) any new directors whose election by such boards of directors or whose nomination for election by the shareholders of the
Borrower or Holdings, as the case may be, was approved by a vote of a majority of the directors of the Borrower or Holdings, as the case may be, then still in office who were either directors on the Closing Date or whose election or nomination was
previously so approved and (b) executive officers and other management personnel of the Borrower, Holdings and their Subsidiaries, as the case may be, hired at a time when the directors on the Closing Date together with the directors so
approved constituted a majority of the directors of the Borrower or Holdings, as the case may be. 
 “Margin
Stock” shall have the meaning assigned to such term in Regulation U. 
 “Material Adverse Effect”
shall mean a material adverse effect on the business, property, operations or condition of Holdings, the Borrower and their Subsidiaries, taken as a whole, or the validity or enforceability of any of the material Loan Documents or the rights and
remedies of the Administrative Agent and the Lenders thereunder. 
 “Material Indebtedness” shall mean
Indebtedness (other than Loans and Letters of Credit) of any one or more of Holdings, the Borrower or any Subsidiary in an aggregate principal amount exceeding $20.0 million. 
 “Material Subsidiary” shall mean any Subsidiary other than an Immaterial Subsidiary. 
 “Maturing Debt Reserve” shall mean a reserve which shall be established automatically in the event that on each date that is ninety-one (91) days prior to the scheduled maturity date
of each of the Second Lien Floating Rate Notes, the Senior Subordinated Notes or the Holdco Debt, as applicable (each such date, an “Early Maturity Test Date”) the principal amount of Second


  
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Lien Floating Rate Notes, Senior Subordinated Notes or Holdco Debt that is scheduled to mature ninety-one (91) days following such Early Maturity Test Date, as applicable (such debt, the
“Applicable Debt”) shall be greater than zero and less than or equal to $100 million. The amount of any such reserve on any date from and after an Early Maturity Test Date shall be an amount equal to (A) the principal amount of such
Applicable Debt scheduled to mature ninety-one (91) (or fewer) days following such Early Maturity Test Date that is outstanding on such date minus (B) available and Unrestricted Cash of the Borrower and the Subsidiaries deposited in
one or more accounts with respect to which a Blocked Account Agreement is in place on such date minus (C) the amount of available undrawn commitments under the Cash Flow Credit Agreement on such date. Such reserve shall be determined
daily and shall remain in place until such date as such Applicable Debt has been repaid, redeemed, purchased, defeased or otherwise satisfied or otherwise extended to a maturity date that is more than five years and ninety-one (91) days after
the Closing Date. 
 “Maximum Rate” shall have the meaning assigned to such term in Section 10.09.

 “Maximum Swingline Amount” shall mean $20.0 million. 

“Moody’s” shall mean Moody’s Investors Service, Inc. 

“Mortgaged Properties” shall mean the Real Properties owned in fee by the Loan Parties that are set forth on
Schedule 1.01C and each additional Real Property encumbered by a Mortgage pursuant to the Collateral and Guarantee Requirement or Section 5.10. 
 “Mortgages” shall mean, collectively, the mortgages, trust deeds, deeds of trust, deeds to secure debt, assignments of leases and rents, and other security documents delivered with
respect to Mortgaged Properties, each substantially in the form of Exhibit F (with such changes as are reasonably consented to by the Administrative Agent to account for local law matters), as amended, amended and restated, supplemented
or otherwise modified from time to time. 
 “Multiemployer Plan” shall mean a multiemployer plan as defined in
Section 4001(a)(3) of ERISA to which the Borrower, Holdings or any Subsidiary or any ERISA Affiliate (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) is making or accruing
an obligation to make contributions, or has within any of the preceding six plan years made or accrued an obligation to make contributions. 
 “Net Amount of Eligible Accounts” shall mean, at any time, the gross amount of Eligible Accounts less sales, excise, or similar taxes, and less returns, discounts, claims, credits, and
allowances of any nature at any time issued, owing, granted, outstanding, available, or claimed (in each case without duplication, whether of the exclusionary criteria set forth in the definition of Eligible Accounts, of any Reserve, or otherwise).

 “Net Income” shall mean, with respect to any person, the net income (loss) of such person, determined in
accordance with GAAP and before any reduction in respect of preferred stock dividends. 
 “Net Orderly Liquidation
Value” shall mean, with respect to any Eligible Inventory (i) for any period from (x) the date of delivery of the first Borrowing Base Certificate required 

  
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hereunder following the most recent appraisal required pursuant to Section 5.07(b) through (y) the date of the next Borrowing Base Certificate required to be so delivered, the orderly
liquidation value (net of costs and expenses estimated to be incurred in connection with such liquidation) of such Eligible Inventory, that is estimated to be recoverable in an orderly liquidation and (ii) otherwise, the current net book value
(excluding, for the avoidance of doubt, the net book value of any Eligible Inventory no longer owned by the Loan Parties as of the relevant time of determination) of such Eligible Inventory, multiplied by a percentage equal to (x) the Net
Orderly Liquidation Value of Eligible Inventory, as of the most recent appraisal date divided by (y) the net book value (excluding, for the avoidance of doubt, the net book value of any Eligible Inventory no longer owned by the Loan Parties as
of the time of the relevant appraisal) of Eligible Inventory, as of the most recent appraisal date. 
 “Non-Consenting
Lender” shall have the meaning assigned to such term in Section 2.19(c). 
 “Note” shall have the
meaning assigned to such term in Section 2.09(e). 
 “Notes Collateral Intercreditor Agreement” shall mean
the First-Priority Intercreditor Agreement dated as of the date hereof, by and among Credit Suisse AG, Cayman Islands Branch, as Administrative Agent for the Lenders party to the Cash Flow Credit Agreement, Wilmington Trust, National Association, as
trustee for the Senior Secured Notes, Holdings, the Borrower and the Subsidiary Loan Parties, as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof and of this Agreement. 

“Notes Priority Collateral” shall have the meaning assigned to such term in the Senior Lien Intercreditor Agreement.

 “Obligations” shall mean all amounts owing to the Administrative Agent, the Collateral Agent or any Lender
pursuant to the terms of this Agreement or any other Loan Document. 
 “Other Revolving Loans” shall have the
meaning assigned to such term in Section 2.21(a). 
 “Other Taxes” shall mean any and all present or
future stamp or documentary taxes or any other excise, transfer, sales, property, intangible, mortgage recording, or similar taxes, charges or levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or
otherwise with respect to, the Loan Documents, and any and all interest and penalties related thereto (but not Excluded Taxes). 

“Overadvance” shall have the meaning assigned to such term in Section 2.01(b). 

“Parent Entity” shall mean any direct or indirect parent of Holdings. 

“Pari Passu Secured Swap Obligations” shall have the meaning assigned to such term in Section 9.11(a). 

“Participant” shall have the meaning assigned to such term in Section 10.04(d)(i). 

  
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 “Participant Register” shall have the meaning assigned to such term in
Section 10.04(d). 
 “Payment Conditions” shall mean that (a) prior to and after giving effect to the
relevant action as to which the satisfaction of the Payment Conditions is being determined, no Default or Event of Default shall have occurred or been continuing and (b) on a Pro Forma Basis after giving effect to the relevant action as to
which the satisfaction of the Payment Conditions is being determined (i) the Borrower and the Subsidiaries shall be in Pro Forma Compliance and (ii) Pro Forma Excess Availability on the date of such action and as of the last day of each of
the six consecutive preceding months shall be greater than 15% of the lesser (1) the Borrowing Base at such time and (2) the Revolving Facility Commitments at such time. 

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA. 

“Perfection Certificate” shall mean the Perfection Certificate with respect to Borrower and the other Loan Parties in a
form reasonably satisfactory to the Administrative Agent and Borrower. 
 “Permitted Additional Debt” shall
mean any Indebtedness for borrowed money (a) for which the average life to maturity of such Permitted Additional Debt is greater than or equal to the remaining weighted average life to maturity of the Revolving Facility and (b) that does
not have a stated maturity prior to the date that is 91 days after the Revolving Facility Maturity Date. 
 “Permitted
Additional Refinancing Debt” shall mean any Indebtedness incurred in connection with the Refinancing (or previous refinancings thereof constituting Permitted Additional Refinancing Debt) or payment or other distribution in respect of the
Senior Subordinated Notes or the Holdco Debt; provided that (a) at the time of the incurrence of such Permitted Additional Refinancing Debt and after giving effect thereto, no Default or Event of Default shall have occurred and be
continuing, (b) the cash proceeds of such Permitted Additional Refinancing Debt does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so Refinanced (plus unpaid accrued interest and premium
(including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses), (c) the terms of the Permitted Additional Refinancing Debt do not provide for any scheduled repayment or mandatory redemption
(other than customary asset sale or event of loss, change of control mandatory offers to purchase and customary acceleration rights after an event of default) prior to the date that is 91 days after the Revolving Facility Maturity Date, (d) the
terms and conditions of such Permitted Additional Refinancing Debt shall be customary for similar Indebtedness in light of the then prevailing market conditions (it being agreed that the terms of this Agreement, the Cash Flow Credit Agreement, the
Holdco Debt, the Senior Subordinated Notes, the Senior Secured Notes and the Second Lien Notes shall be deemed to be customary for purposes of the foregoing standard to the extent that such Permitted Additional Refinancing Debt is similar thereto),
and (e) if such Permitted Additional Refinancing Debt is secured by Liens on the ABL Priority Collateral, such Lien shall be junior to the Lien in favor of the Lenders and shall be subject to intercreditor arrangements reasonably acceptable to
the Administrative Agent. 

  
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 “Permitted Business Acquisition” shall mean any acquisition of all or
substantially all the assets of, or all the Equity Interests (other than directors’ qualifying shares) in, or merger or consolidation or amalgamation with, a person or division or line of business of a person (or any subsequent investment made
in a person, division or line of business previously acquired in a Permitted Business Acquisition), if immediately after giving effect thereto: (i) no Event of Default shall have occurred and be continuing or would result therefrom;
(ii) all transactions related thereto shall be consummated in accordance with applicable laws; (iii) with respect to any such acquisition or investment with a fair market value in excess of $25.0 million but less than $50.0 million, Pro
Forma Excess Availability on the date of such action (but without including in the Borrowing Base any assets so acquired) shall be greater than 15% of the lesser of (1) the Borrowing Base at such time and (2) the Revolving Facility
Commitments at such time, and with respect to any such acquisition or investment with a fair market value of $50.0 million or in excess thereof, the Payment Conditions shall be satisfied after giving effect to such acquisition or investment and any
related transactions; (iv) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Section 6.01; (v) to the extent required by Section 5.10, any person acquired in
such acquisition, if acquired by the Borrower or a Domestic Subsidiary, shall be merged into the Borrower or a Subsidiary Loan Party or become upon consummation of such acquisition a Subsidiary Loan Party (and shall fulfill the Collateral and
Guarantee Requirement to the extent required by Section 5.10), and (vi) the aggregate amount of such acquisitions and investments in assets that are not owned by the Borrower or Subsidiary Loan Parties or in Equity Interests of persons
that are not Subsidiary Loan Parties or persons that do not become Subsidiary Loan Parties upon consummation of such acquisition shall not exceed the greater of (x) 5.0% of Consolidated Total Assets and (y) $75.0 million. 

“Permitted Cure Securities” shall mean any equity securities of Holdings other than Disqualified Stock. 

“Permitted Encumbrance” shall mean (x) Liens permitted pursuant to Section 6.02(d), (e), (k), (r) and
(cc), in each case, to the extent such Liens arise by operation of law and are not created, granted or incurred with the consent of any Loan Party, and (y) Liens permitted pursuant to Section 6.02(b), (aa), (ee), (hh), (jj) and (ll).

 “Permitted Holder” shall mean each of (i) the Fund and the Fund Affiliates, and (ii) the
Management Group. 
 “Permitted Investments” shall mean: 

(a) direct obligations of the United States of America or any member of the European Union or any agency thereof or obligations
guaranteed by the United States of America or any member of the European Union or any agency thereof, in each case with maturities not exceeding two years; 
 (b) time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by 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, surplus and undivided profits 

  
 40 









 
in excess of $250.0 million and whose long term debt, or whose parent holding company’s long term debt, is rated A (or such similar equivalent rating or higher by at least one nationally
recognized statistical rating organization (as defined in Rule 436 under the Securities Act)); 
 (c) repurchase obligations
with a term of not more than 180 days for underlying securities of the types described in clause (a) above entered into with a bank meeting the qualifications described in clause (b) above; 

(d) commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than an Affiliate of
the Borrower) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of P-1 (or higher)
according to Moody’s, or A-1 (or higher) according to S&P; 
 (e) securities with maturities of two years or
less from 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; 
 (f) shares of mutual funds whose investment guidelines restrict 95% of such funds’ investments to those
satisfying the provisions of clauses (a) through (e) above; 
 (g) money market funds that (i) comply with the
criteria set forth in Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000.0 million; and 

(h) time deposit accounts, certificates of deposit and money market deposits in an aggregate face amount not in excess of 0.5% of the
total assets of the Borrower and the Subsidiaries, on a consolidated basis, as of the end of the Borrower’s most recently completed fiscal year; and 
 (i) instruments equivalent to those referred to in clauses (a) through (h) above denominated in any foreign currency comparable in credit quality and tenor to those referred to above and
commonly used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Subsidiary organized in such jurisdiction. 

“Permitted Liens” shall have the meaning assigned to such term in Section 6.02. 

“Permitted Receivables Documents” shall mean all documents and agreements evidencing, relating to or otherwise governing
a Permitted Receivables Financing. 
 “Permitted Receivables Financing” shall mean one or more transactions
pursuant to which (i) Receivables Assets or interests therein are sold to or financed by one or more Special Purpose Receivables Subsidiaries, and (ii) such Special Purpose Receivables Subsidiaries finance their acquisition of such
Receivables Assets or interests therein, or the financing thereof, by selling or borrowing against Receivables Assets; provided that (A) recourse to the Borrower or any Subsidiary (other than the Special Purpose Receivables Subsidiaries)
in connection with 

  
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such transactions shall be limited to the extent customary for similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery
of a “true sale”/“absolute transfer” opinion with respect to any transfer by the Borrower or any Subsidiary (other than a Special Purpose Receivables Subsidiary)), (B) customary securitization intercreditor arrangements
reasonably satisfactory to the Administrative Agent shall be entered into in connection therewith and (C) the aggregate Receivables Net Investment outstanding at any time thereunder shall not exceed $100.0 million. 

“Permitted Refinancing Indebtedness” shall mean any Indebtedness issued in exchange for, or the net proceeds of which
are used to extend, refinance, renew, replace, defease or refund (collectively, to “Refinance”), the Indebtedness being Refinanced (or previous refinancings thereof constituting Permitted Refinancing Indebtedness); provided
that (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so Refinanced (plus unpaid accrued
interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses), (b) except with respect to Sections 6.01(i) and 6.01(j), the weighted average life to maturity of such
Permitted Refinancing Indebtedness is greater than or equal to the shorter of (i) the weighted average life to maturity of the Indebtedness being Refinanced and (ii) 90 days after the Revolving Facility Maturity Date, (c) if the
Indebtedness being Refinanced is subordinated in right of payment to the Obligations under this Agreement, such Permitted Refinancing Indebtedness shall be subordinated in right of payment to such Obligations on terms at least as favorable to the
Lenders as those contained in the documentation governing the Indebtedness being Refinanced, (d) no Permitted Refinancing Indebtedness shall have different obligors, or greater guarantees or security, than the Indebtedness being Refinanced,
unless such new obligors are Loan Parties and (e) if the Indebtedness being Refinanced is secured by any collateral (whether equally and ratably with, or junior to, the Secured Parties or otherwise), such Permitted Refinancing Indebtedness may
be secured by such collateral (including pursuant to after acquired property clauses to the extent such type collateral secured the Indebtedness being Refinanced) on terms not materially less favorable to the Secured Parties than those contained in
the documentation governing the Indebtedness being Refinanced; provided, further, that with respect to a Refinancing of (x) the Senior Subordinated Notes or Permitted Additional Debt that are subordinated in right of payment, such
Permitted Refinancing Indebtedness shall (i) be subordinated in right of payment to the guarantee by Holdings and the Subsidiary Loan Parties of the Facilities, and (ii) be otherwise on terms (other than pricing and redemption provisions)
taken as a whole not materially less favorable to the Lenders than those contained in the documentation governing the Indebtedness being Refinanced, (y) the Senior Subordinated Notes or Permitted Additional Debt, such Permitted Refinancing
Indebtedness shall meet the requirements of the definition of “Permitted Additional Debt” and (z) the Second Lien Notes, (i) the Liens, if any securing such Permitted Refinancing Indebtedness shall be subject to the Junior Lien
Intercreditor Agreement or any other intercreditor agreement entered into by (among others) the Borrower and the Administrative Agent in accordance with this Agreement, and (ii) such Permitted Refinancing Indebtedness shall be otherwise on
terms not materially less favorable to the Lenders than those contained in the documentation governing the Indebtedness being Refinanced. 

  
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 “person” shall mean any natural person, corporation, business trust, joint
venture, association, company, partnership, limited liability company or government, individual or family trusts, or any agency or political subdivision thereof. 
 “Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) that is, (i) subject to the provisions of Title IV of ERISA or Section 412 of the Code or
Section 302 of ERISA, (ii) sponsored or maintained (at the time of determination or at any time within the five years prior thereto) by Holdings, the Borrower, any Subsidiary or any ERISA Affiliate, or (iii) in respect of which
Holdings, the Borrower, any Subsidiary or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA. 

“Platform” shall have the meaning assigned to such term in Section 10.17(a). 

“Pledged Collateral” shall have the meaning assigned to such term in the Collateral Agreement. 

“Pricing Grid” shall mean the table set forth below: 

 

									
	 Daily Average Availability
	  	Applicable
Margin for
Revolving
ABR
Loans	 	 	Applicable
Margin for
Revolving
Eurocurrency
Loans	 
			
	 Greater than or equal to
66 2/3%
	  	 	0.75	% 	 	 	1.75	% 
			
	 Less than
66 2/3% but greater than or equal to
33%
	  	 	1.00	% 	 	 	2.00	% 
			
	 Less than
33 1/3%
	  	 	1.25	% 	 	 	2.25	% 

 For the purposes of the Pricing Grid, changes in the Applicable Margin resulting from changes in daily average
Availability for such period shall become effective on the date (the “Adjustment Date”) of delivery of each Borrowing Base Certificate pursuant to Section 5.04; (provided that in no event shall the Applicable Margin be
adjusted more than once in any calendar month), beginning with the date of delivery pursuant to Section 5.04(h) of a Borrowing Base Certificate covering the last month of the fiscal quarter ended September 30, 2012, and shall remain in
effect until the next change to be effected pursuant to this paragraph. If any Borrowing Base Certificate referred to above is not delivered within the time periods specified in Section 5.04(h), then, at the option of the Administrative Agent
or the Required Lenders, until the date that is three Business Days after the date on which such Borrowing Base Certificate is delivered, the pricing level that is one pricing level lower (i.e., higher margins) than the pricing level theretofore in
effect shall apply as of the first Business Day after the date on which such Borrowing Base Certificate was to have been delivered but was not delivered. 

  
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 “Pro Forma Basis” shall mean, as to any person, for any events as described
below that occur subsequent to the commencement of a period for which the financial effect of such events is being calculated, and giving effect to the events for which such calculation is being made, such calculation as will give pro forma effect
to such events as if such events occurred on the first day of the four consecutive fiscal quarter period ended on or before the occurrence of such event (the “Reference Period”): (i) in making any determination of EBITDA,
effect shall be given to any Asset Sale, any acquisition (or any similar transaction or transactions not otherwise permitted under Section 6.04 or 6.05 that require a waiver or consent of the Required Lenders and such waiver or consent has been
obtained), any dividend, distribution or other similar payment, any designation of any Subsidiary as an Unrestricted Subsidiary and any Subsidiary Redesignation, and any restructurings of the business of the Borrower or any of the Subsidiaries that
are expected to have a continuing impact and are factually supportable, which would include cost savings resulting from head count reduction, closure of facilities and similar operational and other cost savings, which adjustments the Borrower
determines are reasonable as set forth in a certificate of a Financial Officer of the Borrower (the foregoing, together with any transactions related thereto or in connection therewith, the “relevant transactions”), in each case that
occurred during the Reference Period (or, in the case of determinations made pursuant to the definition of the term “Permitted Business Acquisition” or pursuant to Sections 6.01(h), 6.01(j), 6.01(r), 6.01(w), 6.02(hh),
6.04(dd), 6.05(c), 6.05(m), 6.06(k), 6.06(l) or 6.09(b) occurring during the Reference Period or thereafter and through and including the date upon which the respective Permitted Business Acquisition or incurrence of Indebtedness or Liens or
dividend is consummated), (ii) in making any determination on a Pro Forma Basis, (x) all Indebtedness (including Indebtedness issued, incurred or assumed as a result of, or to finance, any relevant transactions and for which the financial
effect is being calculated, whether incurred under this Agreement or otherwise, but excluding normal fluctuations in revolving Indebtedness incurred for working capital purposes and amounts outstanding under any Permitted Receivables Financing, in
each case not to finance any acquisition) issued, incurred, assumed or permanently repaid during the Reference Period (or, in the case of determinations made pursuant to the definition of the term “Permitted Business Acquisition” or
pursuant to Sections 6.01(h), 6.01(j), 6.01(r), 6.01(w), 6.02(hh), 6.04(dd), 6.05(c), 6.05(m), 6.06(k), 6.06(l) or 6.09(b), occurring during the Reference Period or thereafter and through and including the date upon which the respective
Permitted Business Acquisition or incurrence of Indebtedness or Liens or dividend is consummated) shall be deemed to have been issued, incurred, assumed or permanently repaid at the beginning of such period and (y) Interest Expense of such
person attributable to interest on any Indebtedness, for which pro forma effect is being given as provided in preceding clause (x), bearing floating interest rates shall be computed on a pro forma basis as if the rates that would have been in
effect during the period for which pro forma effect is being given had been actually in effect during such periods and (iii) (A) any Subsidiary Redesignation then being designated, effect shall be given to such Subsidiary Redesignation and
all other Subsidiary Redesignations after the first day of the relevant Reference Period and on or prior to the date of the respective Subsidiary Redesignation then being designated, collectively, and (B) any designation of a Subsidiary as an
Unrestricted Subsidiary, effect shall be given to such designation and all other designations of Subsidiaries as Unrestricted Subsidiaries after the first day of the relevant Reference Period and on or prior to the date of the then applicable
designation of a Subsidiary as an Unrestricted Subsidiary, collectively. 

  
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 Pro forma calculations made pursuant to the definition of the term “Pro Forma
Basis” shall be determined in good faith by a Responsible Officer of the Borrower and, for any fiscal period ending on or prior to the second anniversary of any relevant pro forma event, may include adjustments to reflect (1) operating
expense reductions and other operating improvements or synergies reasonably expected to result from such relevant pro forma event and (2) all adjustments of the type used in connection with the calculation of Adjusted EBITDA as set forth in
footnote 4 to the “Summary Historical Financial Data” under “Summary” in the Senior Secured Notes Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable. The Borrower
shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth such demonstrable or additional operating expense reductions and other operating improvements or synergies and information and calculations
supporting them in reasonable detail. 
 “Pro Forma Compliance” shall mean, at any date of determination, that
the Borrower and the Subsidiaries shall (without regard to whether Excess Availability is less than the applicable threshold set forth in Section 6.10) be in compliance, on a Pro Forma Basis after giving effect on a Pro Forma Basis to the
relevant transactions (including the assumption, the issuance, incurrence and permanent repayment of Indebtedness), with the Financial Performance Covenant recomputed as at the last day of the most recently ended fiscal quarter of the Borrower and
the Subsidiaries for which the financial statements and certificates required pursuant to Section 5.04 have been delivered, and the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower
to such effect, together with all relevant financial information. 
 “Pro Forma Excess Availability” shall
mean, at any date of determination, an amount equal to the Excess Availability as of such date projected by the management of the Borrower in good faith, after giving effect on a Pro Forma Basis to the relevant transactions; provided that, for
purposes of such calculation, the Borrowing Base shall be deemed to include any assets acquired pursuant to any relevant transaction. 
 “Projections” shall mean the projections of Holdings, the Borrower and the Subsidiaries included in the Information Memorandum and any other projections and any forward-looking statements
(including statements with respect to booked business) of such entities furnished to the Lenders or the Administrative Agent by or on behalf of Holdings, the Borrower or any of the Subsidiaries prior to the Closing Date. 

“Protective Advances” shall have the meaning assigned to such term in Section 2.01(c). 

“Public Lender” shall have the meaning assigned to such term in Section 10.17(a). 

“Qualified Equity Interests” shall mean any Equity Interests other than Disqualified Stock. 

“Real Property” shall mean, collectively, all right, title and interest (including any leasehold estate) in and to any
and all parcels of or interests in real property owned in fee or leased by any Loan Party, together with, in each case, all easements, hereditaments and appurtenances relating thereto, and all improvements and appurtenant fixtures incidental to the
ownership or lease thereof. 

  
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 “Reasonable Credit Judgment” shall mean reasonable credit judgment in
accordance with customary business practices for comparable asset-based lending transactions and, as it relates to the establishment or increase of Reserves or the adjustment or imposition of exclusionary criteria, shall require that, (x) such
establishment, increase, adjustment or imposition after the Closing Date be based on the analysis of facts or events first occurring or first discovered by the Administrative Agent, after the Closing Date or that are materially different from facts
or events occurring or known to the Administrative Agent, on the Closing Date, (y) the contributing factors to the imposition or increase of any Reserve shall not duplicate (i) the exclusionary criteria set forth in the definitions of
“Eligible Accounts” and “Eligible Inventory” as applicable (and vice versa), or (ii) any reserves deducted in computing book value or Net Orderly Liquidation Value and (z) the amount of any such Reserve so established
or the effect of any adjustment or imposition of exclusionary criteria be a reasonable quantification of the incremental dilution of the Borrowing Base attributable to such contributing factors. 

“Receivables Assets” shall mean accounts receivable (including any bills of exchange) and related assets and property
from time to time originated, acquired or otherwise owned by the Borrower or any Subsidiary. 
 “Receivables Net
Investment” shall mean the aggregate cash amount paid by the lenders or purchasers under any Permitted Receivables Financing in connection with their purchase of, or the making of loans secured by, Receivables Assets or interests therein,
as the same may be reduced from time to time by collections with respect to such Receivables Assets or otherwise in accordance with the terms of the Permitted Receivables Documents (but excluding any such collections used to make payments of items
included in clause (c) of the definition of Interest Expense); provided, however, that if all or any part of such Receivables Net Investment shall have been reduced by application of any distribution and thereafter such
distribution is rescinded or must otherwise be returned for any reason, such Receivables Net Investment shall be increased by the amount of such distribution, all as though such distribution had not been made. 

“Reference Period” shall have the meaning assigned to such term in the definition of the term “Pro Forma
Basis.” 
 “Refinance” shall have the meaning assigned to such term in the definition of the term
“Permitted Refinancing Indebtedness,” and “Refinanced” shall have a meaning correlative thereto. 
 “Refinanced Indebtedness” shall mean the Indebtedness described on Schedule 1.01F. 
 “Register” shall have the meaning assigned to such term in Section 10.04(b)(iv). 
 “Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof. 

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and
interpretations thereunder or thereof. 

  
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 “Related Fund” shall mean, with respect to any Lender that is a fund that
invests in bank or commercial loans and similar extensions of credit, any other fund that invests in bank or commercial loans and similar extensions of credit and is advised or managed by (a) such Lender, (b) an Affiliate of such Lender or
(c) an entity (or an Affiliate of such entity) that administers, advises or manages such Lender. 
 “Related
Parties” shall mean, with respect to any specified person, such person’s Affiliates and the respective directors, trustees, officers, employees, agents and advisors of such person and such person’s Affiliates. 

“Related Sections” shall have the meaning assigned to such term in Section 6.04. 

“Release” shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting,
escaping, leaching, dumping, disposing, depositing, emanating or migrating in, into, onto or through the environment. 

“Remaining Present Value” shall mean, as of any date with respect to any lease, the present value as of such date of the
scheduled future lease payments with respect to such lease, determined with a discount rate equal to a market rate of interest for such lease reasonably determined at the time such lease was entered into. 

“Rent Reserve” shall mean, a reserve established by the Administrative Agent in an amount up to three months’ rent
payments made by any Loan Party for each location (plant, warehouse, distribution center, public warehouse or other operating facility) at which Eligible Inventory of such Loan Party is located that is not subject to a Collateral Access Agreement,
as such amount may be adjusted from time to time by the Administrative Agent in its Reasonable Credit Judgment. 

“Reportable Event” shall mean any reportable event as defined in Section 4043(c) of ERISA or the regulations issued
thereunder, other than those events as to which the 30-day notice period referred to in Section 4043(c) of ERISA has been waived, with respect to a Plan (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate
only pursuant to subsection (m) or (o) of Section 414 of the Code). 
 “Required Lenders” shall
mean, at any time, Lenders having (a) Loans (other than Swingline Loans) outstanding, (b) Revolving L/C Exposures, (c) Swingline Exposures, and (d) Available Unused Commitments, that taken together, represent more than 50% of the
sum of (w) all Loans (other than Swingline Loans) outstanding, (x) Revolving L/C Exposures, (y) Swingline Exposures, and (z) the total Available Unused Commitments at such time. The Loans, Revolving L/C Exposures, Swingline
Exposures and Available Unused Commitment of any Defaulting Lender shall be disregarded in determining Required Lenders at any time. 
 “Reserves” shall mean any Rent Reserve, Maturing Debt Reserve or such other reserves against the Borrowing Base that the Administrative Agent has, in the exercise of its Reasonable Credit
Judgment, established from time to time upon, except in the case of a Maturing Debt Reserve or a reserve in respect of Pari Passu Secured Swap Obligations, at least five Business Days’ notice to the Borrower. The Administrative Agent
acknowledges that as of the Closing Date, other than as agreed on or prior to the Closing Date between the Administrative Agent and 

  
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the Borrower, it does not know of any other circumstance or condition with respect to the Accounts, Inventory or Borrowing Base that would require the imposition of a Reserve that has not been
imposed as of the Closing Date. 
 “Responsible Officer” of any person shall mean any executive officer or
Financial Officer of such person and any other officer or similar official thereof responsible for the administration of the obligations of such person in respect of this Agreement. 

“Revaluation Date” shall mean, with respect to any Alternate Currency Letter of Credit, each of the following:
(i) each date of issuance of an Alternate Currency Letter of Credit, (ii) each date of an amendment of any Alternate Currency Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased
amount), (iii) each date of any payment by the Issuing Bank under any Alternate Currency Letter of Credit, and (iv) such additional dates as the Administrative Agent or the Issuing Bank shall determine or the Required Lenders shall
require. 
 “Revolving Facility” shall mean the Revolving Facility Commitments and the Revolving Facility Loans
made hereunder. 
 “Revolving Facility Borrowing” shall mean a Borrowing comprised of Revolving Facility Loans.

 “Revolving Facility Commitment” shall mean, with respect to each Lender, the commitment of such Lender to
make Revolving Facility Loans pursuant to Section 2.01, expressed as an amount representing the maximum aggregate principal amount of such Lender’s Revolving Facility Credit Exposure hereunder, as such commitment may be (a) reduced
from time to time pursuant to Section 2.08, (b) reduced or increased from time to time pursuant to assignments by or to such Lender under Section 10.04, and (c) increased as provided under Section 2.21. The initial amount of
each Lender’s Revolving Facility Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance or Incremental Assumption Agreement pursuant to which such Lender shall have assumed its Revolving Facility Commitment
(or Incremental Facility Commitment), as applicable. The initial aggregate amount of the Lenders’ Revolving Facility Commitments (prior to any Incremental Revolving Facility Commitments) is $150.0 million. 

“Revolving Facility Credit Exposure” shall mean, at any time, the sum of (a) the aggregate principal amount of the
Revolving Facility Loans outstanding at such time, (b) the Swingline Exposure at such time and (c) any Revolving L/C Exposure at such time. The Revolving Facility Credit Exposure of any Lender at any time shall be the product of
(x) such Lender’s Revolving Facility Percentage and (y) the aggregate Revolving Facility Credit Exposure of all Lenders, collectively, at such time. 
 “Revolving Facility Lender” shall mean a Lender with a Revolving Facility Commitment or with outstanding Revolving Facility Loans. 

“Revolving Facility Loan” shall mean a Loan made by a Revolving Facility Lender pursuant to Section 2.01 and shall
also include each Other Revolving Loan. 

  
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 “Revolving Facility Maturity Date” shall mean May 4, 2017;
provided that if, on any Early Maturity Test Date, the outstanding principal amount of Applicable Debt scheduled to mature 91 days following such Early Maturity Test Date is greater than $100.0 million (and such debt has not been either
(x) prepaid, redeemed, purchased, defeased, discharged or otherwise satisfied or (y) otherwise extended to a maturity date that is more than five years and ninety-one (91) days after the Closing Date), the Revolving Facility Maturity
Date shall be such Early Maturity Test Date. 
 “Revolving Facility Percentage” shall mean, with respect to any
Lender, the percentage of the total Revolving Facility Commitments of the Lenders represented by such Lender’s Revolving Facility Commitment. If the Revolving Facility Commitments have terminated or expired, the Revolving Facility Percentages
shall be determined based upon the Revolving Facility Commitments most recently in effect, giving effect to any assignments pursuant to Section 10.04. 
 “Revolving L/C Exposure” shall mean, at any time, the sum of (a) the aggregate undrawn amount of all Letters of Credit outstanding at such time (calculated, in the case of Alternate
Currency Letters of Credit, based on the Dollar Equivalent thereof), and (b) the aggregate principal amount of all L/C Disbursements that have not yet been reimbursed at such time (calculated, in the case of Alternate Currency Letters of
Credit, based on the Dollar Equivalent thereof). The Revolving L/C Exposure of any Revolving Facility Lender at any time shall mean its Revolving Facility Percentage of the aggregate Revolving L/C Exposure at such time. For all purposes of this
Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the International Standard Practices, International Chamber of Commerce
No. 590, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the
stated amount of such Letter of Credit in effect at such time; provided that with respect to any Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated
amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. 

“S&P” shall mean Standard & Poor’s Ratings Group, Inc. 

“Sale and Lease Back Transaction” shall have the meaning assigned to such term in Section 6.03. 

“SEC” shall mean the Securities and Exchange Commission or any successor thereto. 

“Second Lien Fixed Rate Notes” shall mean the 8.75% Second Priority Senior Secured Notes due 2019, issued by the
Borrower and Verso Paper Inc. prior to the Closing Date pursuant to the Second Lien Fixed Rate Notes Indenture and any notes issued by the Borrower and Verso Paper Inc. in exchange for, and as contemplated by, the Second Lien Fixed Rate Notes and
the related registration rights agreement with substantially identical terms as the Second Lien Fixed Rate Notes. 

  
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 “Second Lien Fixed Rate Notes Indenture” shall mean the Indenture dated as
of January 26, 2011, under which the Second Lien Fixed Rate Notes were issued, among the Borrower and Verso Paper Inc., as issuers, certain of the Subsidiaries party thereto, as guarantors, and Wilmington Trust Company, as trustee, as in effect
on the Closing Date and as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof and of this Agreement. 
 “Second Lien Floating Rate Notes” shall mean the Second Priority Senior Secured Floating Rate Notes due 2014, issued by the Borrower and Verso Paper Inc. prior to the Closing Date
pursuant to the Second Lien Floating Rate Notes Indenture and any notes issued by the Borrower and Verso Paper Inc. in exchange for, and as contemplated by, the Second Lien Floating Rate Notes and the related registration rights agreement with
substantially identical terms as the Second Lien Floating Rate Notes. 
 “Second Lien Floating Rate Notes
Indenture” shall mean the Indenture dated as of August 1, 2006, under which the Second Lien Floating Rate Notes were issued, among the Borrower and Verso Paper Inc., as issuers, certain of the Subsidiaries party thereto, as guarantors,
and Wilmington Trust Company, as trustee, as in effect on the Closing Date and as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof and of this Agreement. 

“Second Lien Note Documents” shall mean the Second Lien Notes, the Second Lien Floating Rate Notes Indenture, the Second
Lien Fixed Rate Notes Indenture and the Second Lien Security Documents. 
 “Second Lien Notes” shall mean the
collective reference to the Second Lien Fixed Rate Notes and the Second Lien Floating Rate Notes. 
 “Second Lien
Security Documents” shall mean the “Security Documents” as defined in the Second Lien Floating Rate Notes Indenture and the Second Lien Fixed Rate Notes Indenture. 

“Secured Parties” shall mean the “Secured Parties” as defined in the Collateral Agreement. 

“Secured Swap Counterparty” shall have the meaning assigned to such term in Section 9.11(a). 

“Secured Swap Obligations” shall have the meaning assigned to such term in the Collateral Agreement. 

“Securities Act” shall mean the Securities Act of 1933, as amended. 

“Security Documents” shall mean the Mortgages, the Collateral Agreement, the Foreign Pledge Agreements and each of the
security agreements and other instruments and documents executed and delivered pursuant to any of the foregoing or pursuant to Section 5.10. 
 “Senior Lien Intercreditor Agreement” shall mean the Senior Lien Intercreditor Agreement dated as of the date hereof, by and among the Administrative Agent, Credit Suisse


  
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AG, Cayman Islands Branch, as administrative agent for the Lenders party to the Cash Flow Credit Agreement, Wilmington Trust, National Association, as trustee for the Senior Secured Notes,
Holdings, the Borrower and the Subsidiary Loan Parties, as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof and of this Agreement. 

“Senior Secured Notes” shall mean the 11.75% Senior Secured Notes due 2019, issued by the Borrower and Verso Paper Inc.
prior to the Closing Date pursuant to the Senior Secured Notes Indenture and any notes issued by the Borrower and Verso Paper Inc. in exchange for, and as contemplated by, the Senior Secured Notes and the related registration rights agreement with
substantially identical terms as the Senior Secured Notes. 
 “Senior Secured Notes Indenture” shall mean the
Indenture dated as of March 21, 2012, under which the Senior Secured Notes were issued, among the Borrower and Verso Paper Inc., as issuers, certain of the Subsidiaries party thereto, as guarantors, and Wilmington Trust, National Association,
as trustee, as in effect on the Closing Date and as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof and of this Agreement. 

“Senior Secured Notes Offering Memorandum” shall mean the Confidential Offering Circular, dated March 8, 2012, in
respect of the Senior Secured Notes. 
 “Senior Subordinated Note Documents” shall mean the Senior Subordinated
Notes and the Senior Subordinated Notes Indenture. 
 “Senior Subordinated Notes” shall mean the 11-3/8% Senior
Subordinated Notes due 2016, issued by the Borrower and Verso Paper Inc. prior to the Closing Date pursuant to the Senior Subordinated Notes Indenture and any notes issued by the Borrower and Verso Paper Inc. in exchange for, and as contemplated by,
the Senior Subordinated Notes and the related registration rights agreement with substantially identical terms as the Senior Subordinated Notes. 
 “Senior Subordinated Notes Indenture” shall mean the Indenture dated as of August 1, 2006, under which the Senior Subordinated Notes were issued, among the Borrower and Verso Paper
Inc., as issuers, certain of the Subsidiaries party thereto, as guarantors, and Wilmington Trust Company, as trustee, as in effect on the Closing Date and as amended, restated, supplemented or otherwise modified from time to time in accordance with
the requirements thereof and of this Agreement. 
 “Settlement” shall have the meaning assigned to such term in
Section 2.04(c)(i). 
 “Settlement Date” shall have the meaning assigned to such term in
Section 2.04(c)(i). 
 “Special Purpose Receivables Subsidiary” shall mean a direct or indirect Subsidiary
of the Borrower (or another Person formed for the purpose of engaging in Permitted Receivables Financing with the Company in which the Company or any Subsidiary of the Company makes an Investment and to which the Company or any Subsidiary of the
Company transfers accounts receivable and related assets) established in connection with a Permitted Receivables Financing for the acquisition of Receivables Assets or interests therein, and which is organized in a manner


  
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intended to reduce the likelihood that it would be substantively consolidated with Holdings, the Borrower or any of the Subsidiaries (other than Special Purpose Receivables Subsidiaries) in the
event Holdings, the Borrower or any such Subsidiary becomes subject to a proceeding under the U.S. Bankruptcy Code (or other insolvency law), and which engages in no activities other than a Permitted Receivables Financing and other activities
incidental thereto. 
 “Spot Rate” shall mean, with respect to any currency, the rate determined by the
Administrative Agent or the Issuing Bank, as applicable, 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. Local Time on the date three Business Days prior to the date as of which the foreign exchange computation is made or, if such rate cannot be computed as of such date, such other date as the Administrative
Agent or the Issuing Bank shall reasonably determine is appropriate under the circumstances; provided that the Administrative Agent or the Issuing Bank may obtain such spot rate from another financial institution designated by the
Administrative Agent or the Issuing Bank if the person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency. 
 “Standby Letters of Credit” shall have the meaning provided in Section 2.05(a). 
 “Statutory Reserves” shall mean, with respect to any currency, any reserve, liquid asset or similar requirements established by any Governmental Authority of the United States of America
or of the jurisdiction of such currency or any jurisdiction in which Loans in such currency are made to which banks in such jurisdiction are subject for any category of deposits or liabilities customarily used to fund loans in such currency or by
reference to which interest rates applicable to Loans in such currency are determined. 
 “Subagent” shall have
the meaning assigned to such term in Section 9.02. 
 “Subordinated Intercompany Debt” shall have the
meaning assigned to such term in Section 6.01(e). 
 “subsidiary” shall mean, with respect to any person
(herein referred to as the “parent”), any corporation, partnership, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the
ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, directly or indirectly, owned, Controlled or held, or (b) that is, at the time any determination is made, otherwise
Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. 
 “Subsidiary” shall mean, unless the context otherwise requires, a subsidiary of the Borrower. Notwithstanding the foregoing (and except for purposes of Sections 3.01, 3.09, 3.13,
3.15, 3.16, 5.03, 5.05(b), 5.05(c), 5.05(d), 5.06, 5.07, 5.09, 8.01(h), 8.01(i), 8.01(j), 8.01(k) and 10.05, and the definition of Unrestricted Subsidiary contained herein), an Unrestricted Subsidiary shall be deemed not to be a Subsidiary of the
Borrower or any of the Subsidiaries for purposes of this Agreement. 

  
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 “Subsidiary Loan Party” shall mean (a) each Wholly-Owned Domestic
Subsidiary of the Borrower on the Closing Date (other than (i) the Unrestricted Subsidiaries, (ii) any Special Purpose Receivables Subsidiaries that are designated at the Borrower’s option as not being Subsidiary Loan Parties (each, a
“Receivables Subsidiary”), (iii) any Wholly-Owned Domestic Subsidiary that is a (A) Subsidiary of a Foreign Subsidiary or (B) CFC Holding Company and (iv) those set forth in Schedule 1.01B), and
(b) each Wholly-Owned Domestic Subsidiary of the Borrower (other than (i) any Wholly-Owned Domestic Subsidiary that is a (A) Subsidiary of a Foreign Subsidiary or (B) CFC Holding Company, (ii) Receivables Subsidiaries and
(iii) at the Borrower’s option, Immaterial Subsidiaries) that becomes, or is required to become, a party to the Collateral Agreement, the Senior Lien Intercreditor Agreement, and the Junior Lien Intercreditor Agreement after the Closing
Date pursuant to Section 5.10. 
 “Subsidiary Redesignation” shall have the meaning provided in the
definition of “Unrestricted Subsidiary” contained in this Section 1.01. 
 “Super Majority
Lenders” shall mean, at any time, Lenders having (a) Loans (other than Swingline Loans) outstanding, (b) Revolving L/C Exposures, (c) Swingline Exposures, and (d) Available Unused Commitments, that taken together,
represent more than 66-2/3%% of the sum of (w) all Loans (other than Swingline Loans) outstanding, (x) Revolving L/C Exposures, (y) Swingline Exposures, and (z) the total Available Unused Commitments at such time. The Loans,
Revolving L/C Exposures, Swingline Exposures and Available Unused Commitment of any Defaulting Lender shall be disregarded in determining the Super Majority Lenders at any time. 

“Swap Agreement” shall mean any agreement with respect to any swap, forward, future or derivative transaction or option
or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value
or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants
of Holdings, the Borrower or any of the Subsidiaries shall be a Swap Agreement. 
 “Swap Termination Value”
shall mean, in respect of any one or more Swap Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Agreements, (a) for any date on or after the date such Swap Agreements have been
closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap
Agreements, as determined by the counterparty thereto in accordance with the terms thereof and in accordance with customary methods for calculating mark-to-market values under similar arrangements by such counterparty. 

“Swingline Borrowing” shall mean a Borrowing comprised of Swingline Loans. 

“Swingline Borrowing Request” shall mean a request by the Borrower substantially in the form of Exhibit D.


  
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 “Swingline Commitment” shall mean the commitment of the Swingline Lender to
make Swingline Loans in its sole discretion pursuant to Section 2.04. The aggregate amount of the Swingline Commitment on the Closing Date is $20.0 million. 
 “Swingline Exposure” shall mean at any time the aggregate principal amount of all outstanding Swingline Borrowings at such time. The Swingline Exposure of any Revolving Facility Lender at
any time shall mean its Revolving Facility Percentage of the aggregate Swingline Exposure at such time. 
 “Swingline
Lender” shall mean Citibank, N.A., in its capacity as a lender of Swingline Loans. 
 “Swingline
Loans” shall mean the swingline loans made to the Borrower pursuant to Section 2.04. 
 “Syndication
Agents” shall have the meaning assigned to such term in the introductory paragraph of this Agreement. 

“Taxes” shall mean any and all present or future taxes, levies, imposts, duties (including stamp duties), deductions,
withholdings or similar charges (including ad valorem charges) imposed by any Governmental Authority and any and all interest and penalties related thereto. 
 “Tax Distributions” shall mean any distributions described in Section 6.06(b)(v). 
 “Test Period” shall mean, on any date of determination, the period of four consecutive fiscal quarters of the Borrower then most recently ended (taken as one accounting period).

 “Total Net First Lien Leverage Ratio” shall mean, on any date, the ratio of (a) First Lien Debt as of
such date to (b) EBITDA for the period of four consecutive fiscal quarters of the Borrower most recently ended as of such date, all determined on a consolidated basis in accordance with GAAP; provided that EBITDA shall be determined for
the relevant Test Period on a Pro Forma Basis. 
 “Trade Letters of Credit” shall have the meaning provided in
Section 2.05(a). 
 “Transaction Documents” shall mean the Cash Flow Credit Facility Documents and the
Loan Documents. 
 “Transaction Expenses” shall mean any fees or expenses (including, without limitation, any
original issue discount) incurred or paid by the Fund, Holdings, the Borrower (or any direct or indirect parent of the Borrower) or any of the Subsidiaries in connection with the Transactions, this Agreement and the other Loan Documents (including
expenses in connection with Swap Agreements) and the transactions contemplated hereby and thereby. 

“Transactions” shall mean, collectively, the transactions to occur pursuant to the Transaction Documents, including
(a) the execution and delivery of the Loan Documents, the creation of the Liens pursuant to the Security Documents, and the initial borrowings hereunder; (b) the refinancing (or discharge) of the Refinanced Indebtedness; (c) the
repayment of the 

  
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revolving loans owed in connection with the Existing Credit Agreement; and (d) the payment of all fees and expenses to be paid on or prior to the Closing Date and owing in connection with
the foregoing. 
 “Type” shall mean, when used in respect of any Loan or Borrowing, the Rate by reference to
which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, the term “Rate” shall include the Adjusted LIBO Rate and the ABR. 

“Unfunded Pension Liability” shall mean the excess of a Plan’s benefit liabilities under Section 4001(a)(16)
of ERISA, over the current value of that Plan’s assets, determined in accordance with the assumptions used for funding the Plan pursuant to Section 412 of the Code for the applicable plan year. 

“Uniform Commercial Code” shall mean the Uniform Commercial Code as the same may from time to time be in effect in the
State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral. 

“Unrestricted Cash” shall mean cash or cash equivalents of the Borrower or any of the Subsidiaries that would not appear
as “restricted” on a consolidated balance sheet of the Borrower or any of the Subsidiaries. 
 “Unrestricted
Subsidiary” shall mean (1) Bucksport Leasing LLC, (2) Verso Quinnesec REP LLC, (3) any Subsidiary of the Borrower acquired or created after the Closing Date and designated by the Borrower as an Unrestricted Subsidiary
hereunder by written notice to the Administrative Agent; provided that the Borrower shall only be permitted to so designate a new Unrestricted Subsidiary after the Closing Date so long as (a) no Default or Event of Default has occurred
and is continuing or would result therefrom and (b) immediately after giving effect to such designation (as well as all other such designations theretofore consummated after the first day of such Reference Period), the Borrower shall be in Pro
Forma Compliance and (4) any Subsidiary of an Unrestricted Subsidiary; provided that (a) any such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Borrower or any of the Subsidiaries) through
Investments as permitted by, and in compliance with, Section 6.04(j), and any prior or concurrent Investments in such Subsidiary by the Borrower or any of the Subsidiaries shall be deemed to have been made under Section 6.04(j),
(b) without duplication of clause (a), any assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof shall be treated as Investments pursuant to Section 6.04(j), and (c) such Subsidiary shall
have been designated an “unrestricted subsidiary” (or otherwise not be subject to the covenants and defaults) under the Senior Secured Notes Indenture, the Second Lien Notes Indenture, the Senior Subordinated Notes Indenture, the Cash Flow
Credit Agreement, all Permitted Additional Debt and all Permitted Refinancing Indebtedness in respect of any of the foregoing and all Disqualified Stock. The Borrower may designate any Unrestricted Subsidiary to be a Subsidiary for purposes of this
Agreement (each, a “Subsidiary Redesignation”); provided that (i) such Unrestricted Subsidiary, both before and after giving effect to such designation, shall be a Wholly Owned Subsidiary of the Borrower, (ii) no
Default or Event of Default has occurred and is continuing or would result therefrom, (iii) no Availability Triggering Event then exists or would exist after giving effect 

  
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thereto, (iv) immediately after giving effect to such Subsidiary Redesignation (as well as all other Subsidiary Redesignations theretofore consummated after the first day of such Reference
Period), the Borrower shall be in Pro Forma Compliance, (v) all representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects with the same effect as though such
representations and warranties had been made on and as of the date of such Subsidiary Redesignation (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties
shall be true and correct in all material respects as of such earlier date and (vi) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying to the
best of such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iv), inclusive, and containing the calculations and information required by the preceding clause (iv). 

“U.S. Bankruptcy Code” shall mean Title 11 of the United States Code, as amended, or any similar federal or state law
for the relief of debtors. 
 “USA PATRIOT Act” shall mean the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)). 
 “Verso Paper Inc.” shall mean Verso Paper Inc., a Delaware corporation and Wholly-Owned Subsidiary of the Borrower. 

“Wholly-Owned Domestic Subsidiary” of any person shall mean a Domestic Subsidiary of such person that is a Wholly-Owned
Subsidiary. 
 “Wholly-Owned Foreign Subsidiary” of any person shall mean a Foreign Subsidiary of such person
that is a Wholly-Owned Subsidiary. 
 “Wholly-Owned Subsidiary” of any person shall mean a subsidiary of such
person, all of the Equity Interests of which (other than directors’ qualifying shares or nominee or other similar shares required pursuant to applicable law) are owned by such person or another Wholly Owned Subsidiary of such person.

 “Withdrawal Liability” shall have the meaning given to such term in Part I of Subtitle E of Title
IV of ERISA. 
 Section 1.02 Terms Generally. The definitions set forth or referred to in Section 1.01 shall
apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and
“including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and
Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated,
amended and restated, supplemented or otherwise modified from time to time. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time;


  
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provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the
Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of
whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective
until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding anything to the contrary set forth herein, any changes to GAAP after the Closing Date with respect to the accounting treatment of leases
will not be given effect for the purposes of calculating the Fixed Charge Coverage Ratio or any other financial ratio or definition contained in this Agreement or any other Loan Document. In addition, notwithstanding any changes in GAAP after the
Closing Date, any operating lease of the Borrower or the Subsidiaries shall not constitute Indebtedness or a Capitalized Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. 

Section 1.03 Effectuation of Transactions. Each of the representations and warranties of Holdings and the Borrower contained
in this Agreement (and all corresponding definitions) are made after giving effect to the Transactions, unless the context otherwise requires. 
 Section 1.04 Exchange Rates; Currency Equivalents. (a) The Administrative Agent shall determine the Spot Rate as of each Revaluation Date to be used for calculating Dollar Equivalent
amounts of Alternate Currency Letters of Credit. Such Spot Rate shall become effective as of such Revaluation Date and shall be the Spot Rate employed in converting any amounts between the Dollars and each Alternate Currency until the next
Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than
Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as determined by the Administrative Agent. No Default or Event of Default shall arise as a result of any limitation or threshold set forth in U.S. Dollars in
Article 6 or paragraph (f) or (j) of Section 8.01 being exceeded solely as a result of changes in currency exchange rates from those rates applicable on the first day of the fiscal quarter in which such determination
occurs or in respect of which such determination is being made. 
 (b) Wherever in this Agreement in connection with an
Alternate Currency Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, such amount shall be the Dollar Equivalent of such Dollar amount (rounded to the nearest unit of such Alternate Currency, with
0.5 of a unit being rounded upward), as determined by the Administrative Agent or the Issuing Bank, as applicable. 

ARTICLE 2 

THE CREDITS 
 Section 2.01 Commitments. Subject to the terms and conditions set forth herein: 
 (a) Revolving Facility Loans. Each Lender severally agrees to make Revolving Facility Loans to the Borrower from time to time during the Availability Period in an aggregate


  
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principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure exceeding the lesser of (x) such Lender’s Revolving Facility Commitment and
(y) such Lender’s Revolving Facility Percentage of the Borrowing Base or (ii) the total Revolving Facility Credit Exposure exceeding the lesser of (x) the total Revolving Facility Commitments and (y) the Borrowing Base.
Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans. 
 (b) Overadvances. Insofar as the Borrower may request and the Administrative Agent or Required Lenders may be willing in their sole and absolute discretion to make Revolving Facility Loans at a
time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Facility Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance”),
the Administrative Agent or Required Lenders shall make such Overadvances available. All Overadvances shall be repaid on demand, shall be secured by the Collateral in accordance with the terms hereof and of the Security Documents and shall bear
interest as provided in this Agreement for the Revolving Facility Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by the Revolving Facility Lenders ratably in accordance with their Revolving Facility Percentages.
Overadvances in the aggregate amount of $4.5 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole and absolute discretion of the Administrative Agent; provided that the Required Lenders
may at any time revoke the Administrative Agent’s authorization to make future Overadvances (provided that existing Overadvances shall not be subject to such revocation and any such revocation must be in writing and shall become
effective prospectively upon the Administrative Agent’s receipt thereof). The foregoing notwithstanding, in no event, (w) unless otherwise consented to by the Required Lenders, shall Overadvances in an aggregate amount of more than $4.5
million be outstanding at any time, (x) shall any Overadvances be outstanding for more than 45 consecutive days, (y) unless otherwise consented to by the Required Lenders, after all outstanding Overadvances have been repaid, shall the
Administrative Agent or the Lenders make any additional Overadvances unless 30 days or more have expired since the last date on which any Overadvances were outstanding or (z) shall the Administrative Agent make Revolving Facility Loans on
behalf of the applicable Lenders under this Section 2.01(b) to the extent such Revolving Facility Loans would cause a Lender’s share of the Revolving Facility Credit Exposure to exceed such Lender’s Revolving Facility Commitment.

 (c) Protective Advances. Upon the occurrence and during the continuance of an Event of Default or upon the inability
of the Borrower to satisfy the conditions to borrowing set forth in Section 4.01 after the Closing Date, the Administrative Agent, in its sole discretion, may make Revolving Facility Loans to the Borrower on behalf of the Lenders, so long as
the aggregate amount of such Revolving Facility Loans shall not, together with the aggregate amount of all Overadvances then outstanding, exceed 10.0% of the then applicable Borrowing Base, if the Administrative Agent, in its sole discretion, deems
that such Revolving Facility Loans are necessary or desirable (i) to protect all or any portion of the Collateral, (ii) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or
(iii) to pay any other amount chargeable to the Borrower pursuant to this Agreement (such Revolving Facility Loans, hereinafter, “Protective Advances”); provided that (a) in no event shall the Revolving Facility
Credit Exposure exceed the total Revolving Facility Commitments, (b) the Required Lenders may at any time revoke the Administrative Agent’s authorization to 

  
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make future Protective Advances (provided that existing Protective Advances shall not be subject to such revocation and any such revocation must be in writing and shall become effective
prospectively upon the Administrative Agent’s receipt thereof) and (c) the Administrative Agent may not make Revolving Facility Loans on behalf of the applicable Lenders under this Section 2.01(c) to the extent such Revolving Facility
Loans would cause a Lender’s share of the Revolving Facility Credit Exposure to exceed such Lender’s Revolving Facility Commitment. Any Protective Advance made pursuant to the terms hereof shall be made by the Revolving Facility Lenders
ratably in accordance with their Revolving Facility Percentages. If Protective Advances are made in accordance with this Section 2.01(c), then the Borrowing Base shall thereafter be deemed ratably increased by the amount of such permitted
Protective Advances, but only for so long as the Administrative Agent allows such Protective Advances to be outstanding. 

Section 2.02 Loans and Borrowings. (a) Each Loan shall be made as part of a Borrowing consisting of Loans of the same
Type made by the Lenders ratably in accordance with their respective Commitments (or, in the case of Swingline Loans, by the Swingline Lender in accordance with its Swingline Commitment). The failure of any Lender to make any Loan required to be
made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. 

(b) Subject to Section 2.14, each Borrowing (other than a Swingline Borrowing) shall be comprised entirely of ABR Loans or
Eurocurrency Loans as the Borrower may request in accordance herewith. Each Swingline Borrowing shall be an ABR Borrowing. Each Lender at its option may make any ABR Loan or Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of
such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement and such Lender shall not be entitled to any amounts
payable under Section 2.15 or 2.17 solely in respect of increased costs resulting from such exercise and existing at the time of such exercise. 
 (c) At the commencement of each Interest Period for any Eurocurrency Revolving Facility Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and
not less than the Borrowing Minimum. At the time that each ABR Revolving Facility Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing
Minimum; provided that an ABR Revolving Facility Borrowing may be in an aggregate amount that is equal to the entire unused available balance of the Revolving Facility Commitments, or that is required to finance the reimbursement of an L/C
Disbursement as contemplated by Section 2.05(e). Each Swingline Borrowing shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. Borrowings of more than one Type may be
outstanding at the same time; provided that there shall not at any time be more than 10 Eurocurrency Borrowings outstanding under the Revolving Facility. 
 (d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect
thereto would end after the Revolving Facility Maturity Date. 

  
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 Section 2.03 Requests for Borrowings. (a) To request a Revolving Facility
Borrowing or a Borrowing of Other Revolving Loans, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing, not later than 1:00 p.m., Local Time, three Business Days before the
date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, Local Time, on the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Facility Borrowing to finance the
reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 10:00 a.m., Local Time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written (including by facsimile or other
electronic transmission) Borrowing Request shall specify the following information in compliance with Section 2.02: 
 (i) whether such Borrowing is to be a Borrowing of Revolving Facility Loans or Other Revolving Loans; 
 (ii) the aggregate amount of the requested Borrowing, which amount shall not result in the Revolving Facility Credit Exposure exceeding the Borrowing Base; 

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

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

(v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period
contemplated by the definition of the term “Interest Period”; and 
 (vi) the location and
number of the Borrower’s account to which funds are to be disbursed. 
 If no election as to the Type of Revolving Facility
Borrowing is specified, then the requested Revolving Facility Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an
Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to
be made as part of the requested Borrowing. 
 (b) Disbursement. The Borrower hereby irrevocably authorizes the
Administrative Agent to disburse the proceeds of each Loan requested pursuant to this Section 2.03. The proceeds of each Loan requested under this Section 2.03 shall be disbursed by the Administrative Agent in Dollars in immediately
available funds, in the case of the initial Borrowing, in accordance with the terms of the written disbursement letter from the Borrower, and in the case of each subsequent borrowing, by wire transfer to such bank account as may be agreed upon by
the Borrower and the Administrative Agent from time to time or elsewhere if pursuant to a written direction from the Borrower. If at any time any Loan is funded in excess of the amount 

  
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requested by the Borrower, the Borrower agrees to repay the excess to the Administrative Agent promptly upon the earlier to occur of (i) the Borrower’s discovery of the error and
(ii) notice thereof to the Borrower from the Administrative Agent or any applicable Lender. 
 Section 2.04
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender may, in its sole discretion, make Swingline Loans in Dollars to the Borrower from time to time during the Availability Period, in an
aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding the Maximum Swingline Amount, or (ii) the total Revolving Facility Credit Exposure
exceeding the total Revolving Facility Commitments; provided that in no event shall the Swingline Lender make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. 
 (b) To request a Swingline
Borrowing, the Borrower shall notify the Administrative Agent and the Swingline Lender of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy or pdf), not later than 1:00 p.m., Local Time, on the day of a proposed
Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), and (ii) the amount of the requested Swingline Borrowing. The Swingline
Lender shall consult with the Administrative Agent as to whether the making of the Swingline Loan is in accordance with the terms of this Agreement prior to the Swingline Lender funding such Swingline Loan. The Swingline Lender, if it determines to
make a Swingline Loan in accordance with Section 2.02(a), shall make each Swingline Loan on the proposed date thereof by wire transfer of immediately available funds by 4:00 p.m., Local Time, to the account of the Borrower (or, in the case of a
Swingline Borrowing made to finance the reimbursement of an L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank). 
 (c) The Administrative Agent, the Swingline Lender and the Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in order to facilitate the administration of
this Agreement and the other Loan Documents, settlement among them as to the Revolving Facility Loans and the Swingline Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: 

(i) The Administrative Agent shall request settlement (a “Settlement”) with the Lenders on at least a
weekly basis, or on a more frequent basis if so determined by the Administrative Agent, (A) on behalf of the Swingline Lender, with respect to each outstanding Swingline Loan, (B) for itself, with respect to each Agent Advance, and
(C) with respect to Collections (as further described in Section 2.04(d)(iv)), in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone, or other similar form of transmission, of such requested Settlement,
no later than 12:00 noon, Local Time, on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than the Swingline Lender, in the case of Swingline Loans, and the Administrative Agent, in the case of Agent
Advances) shall make the amount of such Lender’s Revolving Facility Percentage of the outstanding principal amount of the Swingline Loans and Agent Advances with respect to which Settlement is requested available to the Administrative Agent, to
such account of the Administrative Agent as the 

  
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Administrative Agent may designate, not later than 3:00 p.m., Local Time, on the Settlement Date applicable thereto, which may occur before or after the occurrence or during the continuation of a
Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 4 have then been satisfied. Such amounts made available to the Administrative Agent shall be applied against the amounts of the applicable
Swingline Loan or Agent Advance and, together with the portion of such Swingline Loan or Agent Advance representing the Swingline Lender’s or Administrative Agent’s Revolving Facility Percentage thereof, shall constitute Revolving Facility
Loans of the Revolving Facility Lenders. If any such amount is not made available to the Administrative Agent by any Revolving Facility Lender on the Settlement Date applicable thereto, the Administrative Agent shall, on behalf of the Swingline
Lender with respect to each outstanding Swingline Loan and for itself with respect to each Agent Advance, be entitled to recover such amount on demand from such Revolving Facility Lender together with interest thereon at the Federal Funds Rate for
the first three days from and after the Settlement Date and thereafter at the interest rate then applicable to the ABR Loans. 
 (ii) Notwithstanding the foregoing, not more than one Business Day after demand is made by the Administrative Agent (whether before or after the occurrence of a Default or an Event of Default and
regardless of whether the Administrative Agent has requested a Settlement with respect to a Swingline Loan or Agent Advance), each Revolving Facility Lender (A) shall irrevocably and unconditionally purchase and receive from the Swingline
Lender or the Administrative Agent, as the case may be, without recourse or warranty, an undivided interest and participation in such Swingline Loan or Agent Advance equal to such Revolving Lender’s Revolving Facility Percentage of such
Swingline Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swingline Loans or Agent Advances, upon demand by the Swingline Lender or the Administrative Agent, as the case may be, shall pay to the
Swingline Lender or Administrative Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loans or
Agent Advances. If such amount is not in fact made available to the Administrative Agent by any Lender, the Administrative Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds
Rate for the first three days from and after such demand and thereafter at the interest rate then applicable to ABR Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline
Loans and Agent Advances pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the
Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available
funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative
Agent shall promptly pay to the Swingline Lender (in the case of participations in Swingline Loans) the amounts so received by it from the Revolving 

  
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Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)(ii), and thereafter payments in respect of
such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of such Borrower) in respect of a Swingline Loan after receipt by
the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent. The purchase of participations in a Swingline Loan or Agent Advance pursuant to this paragraph shall not relieve the
Borrower of any default in the payment thereof. 
 (iii) From and after the date, if any, on which any Revolving
Facility Lender purchases an undivided interest and participation in any Swingline Loan or Agent Advance pursuant to clause (ii) preceding, the Administrative Agent shall promptly distribute to such Revolving Facility Lender such Revolving
Lender’s Revolving Facility Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Swingline Loan or Agent Advance; provided that any amounts so
distributed by the Administrative Agent shall be repaid to the Administrative Agent (and, if applicable, by the Administrative Agent to the Swingline Lender), if and to the extent such payment is required to be refunded to the Borrower for any
reason. 
 (iv) Between Settlement Dates, to the extent no Agent Advances are outstanding, the Administrative
Agent may pay over to the Swingline Lender any payments received by the Administrative Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Facility Loans (such amounts,
“Collections”), for application to the Swingline Lender’s Revolving Facility Loans or Swingline Loans. If, as of any Settlement Date, Collections received since the then immediately preceding Settlement Date have been applied
to the Swingline Lender’s Revolving Facility Loans, the Swingline Lender shall pay to the Administrative Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Facility Loans of such Lenders, an amount such that each
Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Revolving Facility Percentage of the Revolving Facility Loans. During the period between Settlement Dates, the Swingline Lender with respect to Swingline Loans, the
Administrative Agent with respect to Agent Advances, and each Revolving Facility Lender with respect to the Revolving Facility Loans, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average
daily amount of funds employed by the Swingline Lender, the Administrative Agent and the Revolving Facility Lenders. 

Section 2.05 Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, the Borrower
may request the issuance of (x) trade letters of credit in support of trade obligations of the Borrower and the Subsidiaries incurred in the ordinary course of business (such letters of credit issued for such purposes, “Trade Letters of
Credit”) and (y) standby letters of credit issued for any other lawful purposes of the Borrower and the Subsidiaries (such letters of credit issued for such purposes, “Standby Letters of Credit”) for its own account or
for the account of any Subsidiary in a form reasonably acceptable to the applicable Issuing Bank, at any time and from time to time during the Availability Period and prior to the date that is five


  
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Business Days prior to the Revolving Facility Maturity Date; provided that Barclays Bank PLC and Credit Suisse AG, Cayman Islands Branch shall not be required to issue any Trade Letter of
Credit hereunder. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the
Borrower with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. “Letters of Credit” shall include Trade Letters of Credit and Standby Letters of Credit. Notwithstanding
anything to the contrary contained in Section 2.05 or elsewhere in this Agreement, in the event that a Revolving Facility Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing
Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit by all such Defaulting Lenders, including by cash collateralizing, or obtaining a
backstop letter of credit from an issuer reasonably satisfactory to the Issuing Bank to support, each such Defaulting Lender’s ratable share of each L/C Disbursement. 
 (b) Notice of Issuance, Amendment, Renewal, Extension: Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance
with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable
Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (three Business Days in advance of the requested date of issuance, amendment or extension or such shorter period as the Administrative Agent and the Issuing Bank in their sole
discretion may agree) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended or extended, and specifying the date of issuance, amendment or extension (which shall be a Business Day), the date on
which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary
thereof, whether such letter of credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, and such other information as shall be necessary to issue, amend or extend such Letter of Credit. If requested by the applicable Issuing Bank,
the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended or extended only if (and upon issuance,
amendment or extension of each Letter of Credit, the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the total Revolving L/C Exposure shall not exceed the Letter of
Credit Sublimit, and the Revolving L/C Exposure with respect to all Letters of Credit issued by such Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment, (ii) the total Revolving Facility Credit Exposure shall not
exceed the total Revolving Facility Commitments, (iii) the total Revolving Facility Credit Exposure shall not exceed the Borrowing Base, and (iv) in the case of an Alternate Currency Letter of Credit, the total Revolving L/C Exposure with
respect to all Alternate Currency Letters of Credit would exceed $30.0 million. Anything herein to the contrary notwithstanding, Barclays Bank PLC and Credit Suisse AG, Cayman Islands Branch shall not be required to issue any Trade Letter of Credit
hereunder. 
 (c) Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the
earlier of (i) the date one year (unless otherwise agreed upon by the 

  
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Administrative Agent and the Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year
(unless otherwise agreed upon by the Administrative Agent and the Issuing Bank in their sole discretion) after such renewal or extension), and (ii) the date that is five Business Days prior to the Revolving Facility Maturity Date;
provided that any Standby Letter of Credit with one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of
this paragraph (c)) so long as such Standby Letter of Credit permits the Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior
notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if the Issuing Bank and the Administrative Agent each
consent in their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above; provided that (x) if any such Standby Letter of Credit is outstanding, or is
issued after the date that is 30 days prior to the Revolving Facility Maturity Date, the Borrower shall provide cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount
equal to 105% of the face amount of each such Standby Letter of Credit on or prior to the date that is 30 days prior to the Revolving Facility Maturity Date or, if later, such date of issuance and (y) each Revolving Facility Lender’s
participation in any undrawn Letter of Credit that is outstanding on the Revolving Facility Maturity Date shall terminate on the Revolving Facility Maturity Date. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after
such Trade Letter of Credit’s date of issuance or renewal or extension or (y) the date five Business Days prior to the Revolving Facility Maturity Date. 
 (d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing
Bank or the Revolving Facility Lenders, such Issuing Bank hereby grants to each Revolving Facility Lender, and each Revolving Facility Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving
Facility Lender’s Revolving Facility Percentage of the aggregate amount available to be drawn under such Letter of Credit (calculated, in the case of Alternate Currency Letters of Credit, based on the Dollar Equivalent thereof). In
consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, in Dollars, such Revolving Facility
Lender’s Revolving Facility Percentage of each L/C Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be
refunded to the Borrower for any reason (calculated, in the case of any Alternate Currency Letter of Credit, based on the Dollar Equivalent thereof). Each Revolving Facility Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence
and continuance of a Default or Event of Default or reduction or termination of the Commitments or the fact that, as a result of changes in currency exchange rates, such Lender’s Revolving Facility Credit Exposure at any time might exceed its
Commitment at such time (in which case Section 2.11(d) would apply), and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 

  
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 (e) Reimbursement. If the applicable Issuing Bank shall make any L/C Disbursement in
respect of a Letter of Credit, the Borrower shall reimburse such L/C Disbursement by paying to the Administrative Agent an amount in Dollars equal to such L/C Disbursement (or, in the case of an Alternate Currency Letter of Credit, the Dollar
Equivalent thereof) not later than 2:00 p.m., Local Time, on the third Business Day after the Borrower receives notice under paragraph (g) of this Section of such L/C Disbursement, together with accrued interest thereon from the date of
such L/C Disbursement at the rate applicable to ABR Loans; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR
Revolving Facility Borrowing or a Swingline Borrowing, as applicable, in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving
Facility Borrowing or Swingline Borrowing. If the Borrower fails to reimburse any L/C Disbursement when due, then the Administrative Agent shall promptly notify the applicable Issuing Bank and each other Revolving Facility Lender of the applicable
L/C Disbursement, the payment then due from the Borrower in respect thereof and, in the case of a Revolving Facility Lender, such Lender’s Revolving Facility Percentage thereof. Promptly following receipt of such notice, each Revolving Facility
Lender shall pay to the Administrative Agent in Dollars its Revolving Facility Percentage of the payment then due from the Borrower in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06
shall apply, mutatis mutandis, to the payment obligations of the Revolving Facility Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Facility
Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving
Facility Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Facility Lender pursuant to this paragraph to
reimburse an Issuing Bank for any L/C Disbursement (other than the funding of an ABR Revolving Loan or a Swingline Borrowing as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such
L/C Disbursement. 
 (f) Obligations Absolute. The obligation of the Borrower to reimburse L/C Disbursements as provided
in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any
lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or
any statement therein being untrue or inaccurate in any respect, (iii) payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of
Credit or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against,
the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor any Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility 

  
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by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to
in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing
thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of such Issuing Bank, or any of the circumstances referred to in clauses (i), (ii) or (iii) of the first sentence;
provided that the foregoing shall not be construed to excuse the applicable Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by
the Borrower to the extent permitted by applicable law) suffered by the Borrower that are determined by a court of competent jurisdiction to have been caused by such Issuing Bank’s failure to exercise care when determining whether drafts and
other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the applicable Issuing Bank, such Issuing Bank shall
be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial
compliance with the terms of a Letter of Credit, the applicable Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to
the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. 
 (g) Disbursement Procedures. The applicable Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit.
Such Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of any such demand for payment under a Letter of Credit and whether such Issuing Bank has made or will make a L/C Disbursement
thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Revolving Facility Lenders with respect to any such L/C Disbursement.

 (h) Interim Interest. If an Issuing Bank shall make any L/C Disbursement, then, unless the Borrower shall reimburse
such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such L/C Disbursement is made to but excluding the date that the Borrower reimburses
such L/C Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that, if such L/C Disbursement is not reimbursed by the Borrower when due pursuant to paragraph (e) of this Section, then Section 2.13(c)
shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Facility Lender pursuant to paragraph (e) of this
Section to reimburse such Issuing Bank shall be for the account of such Revolving Facility Lender to the extent of such payment. 
 (i) Replacement of an Issuing Bank. An Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor
Issuing Bank. The Administrative Agent shall notify the Lenders of any such 

  
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replacement of an Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to
Section 2.12. From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be
issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require.
After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of such Issuing Bank under this Agreement with respect to Letters of Credit issued by
it prior to such replacement but shall not be required to issue additional Letters of Credit. 
 (j) Cash Collateralization
Following an Event of Default. If any Event of Default shall occur and be continuing, (i) in the case of an Event of Default described in Section 8.01(h) or (i), on the Business Day or (ii) in the case of any other Event of
Default, on the third Business Day, in each case, following the date on which the Borrower receives notice from the Administrative Agent (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure
representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Collateral Agent, in the name of the
Collateral Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided that upon the occurrence of any Event of
Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without
demand or other notice of any kind. Each such deposit pursuant to this paragraph shall be held by the Collateral Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Collateral Agent shall
have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of (i) for
so long as an Event of Default shall be continuing, the Collateral Agent and (ii) at any other time, the Borrower, in each case, in Permitted Investments and at the risk and expense of the Borrower, such deposits shall not bear interest.
Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Collateral Agent to reimburse each Issuing Bank for L/C Disbursements for which such Issuing Bank has not been
reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the
consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to
provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have
been cured or waived. 
 (k) Cash Collateralization Following Termination and Prepayment of the Facility. Notwithstanding
anything to the contrary herein, in the event of the prepayment in full of all 

  
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outstanding Revolving Facility Loans and the termination of all Revolving Facility Commitments by the Borrower pursuant to Section 2.08(b) (a “Facility Termination Event”)
in connection with which the Borrower notifies any one or more Issuing Banks that it intends to maintain one or more Letters of Credit initially issued under this Agreement in effect after the date of such Facility Termination Event (each, a
“Continuing Letter of Credit”), then the security interest of the Collateral Agent in the Collateral under the Security Documents may be terminated in accordance with Section 7.15 of the Collateral Agreement and replaced with
cash collateral, in an amount in Dollars equal to 102% of the Revolving L/C Exposure with respect to each such Continuing Letter of Credit as of such date plus any accrued and unpaid interest thereon, which shall be deposited in an account
with or at the direction of each such Issuing Bank. 
 (l) Additional Issuing Banks. From time to time, the Borrower may
by notice to the Administrative Agent designate any Lender (in addition to Citibank, N.A., Credit Suisse AG, Cayman Islands Branch, and Barclays Bank PLC) each of which agrees (in its sole discretion) to act in such capacity and that is reasonably
satisfactory to the Administrative Agent as an Issuing Bank. Each such additional Issuing Bank shall execute a counterpart of this Agreement upon the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and shall
thereafter be an Issuing Bank hereunder for all purposes and shall have a Letter of Credit Commitment in the amount set forth in such counterpart. 
 (m) Reporting. Unless otherwise requested by the Administrative Agent, each Issuing Bank shall (i) provide to the Administrative Agent copies of any notice received from the Borrower pursuant
to Section 2.05(b) no later than the next Business Day after receipt thereof and (ii) report in writing to the Administrative Agent (A) on or prior to each Business Day on which such Issuing Bank expects to issue, amend or extend any
Letter of Credit, the date of such issuance, amendment or extension, and the aggregate face amount of the Letters of Credit to be issued, amended or extended by it and outstanding after giving effect to such issuance, amendment or extension occurred
(and whether the amount thereof changed), and the Issuing Bank shall be permitted to issue, amend or extend such Letter of Credit if the Administrative Agent shall not have advised the Issuing Bank that such issuance, amendment or extension would
not be in conformity with the requirements of this Agreement, (B) on each Business Day on which such Issuing Bank makes any L/C Disbursement, the date of such L/C Disbursement and the amount of such L/C Disbursement and (C) on any other
Business Day, such other information with respect to the outstanding Letters of Credit issued by such Issuing Bank as the Administrative Agent shall reasonably request, including but not limited to prompt verification of such information as may be
requested by the Administrative Agent. 
 Section 2.06 Funding of Borrowings. (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, Local Time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the
Lenders; provided that Swingline Loans shall be made as provided in Section 2.04. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the
Borrower specified in the applicable Borrowing Request; provided that ABR Revolving Loans and Swingline Borrowings made to finance the reimbursement of a L/C Disbursement and reimbursements as provided in Section 2.05(e) shall be
remitted by the Administrative Agent to the applicable Issuing Bank. 

  
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 (b) Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in
accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available
to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand (without duplication) such corresponding amount with interest thereon, for each day from and including
the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of (A) the Federal Funds Rate and (B) a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation, or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans at such time. If such Lender pays such amount to the Administrative Agent,
then such amount shall constitute such Lender’s Loan included in such Borrowing. 
 (c) The foregoing notwithstanding, the
Administrative Agent, in its sole discretion, may from its own funds make a Revolving Facility Loan on behalf of the Revolving Facility Lenders (including by means of Swingline Loans to the Borrower). In such event, the applicable Revolving Facility
Lenders on behalf of whom the Administrative Agent made the Revolving Facility Loan shall reimburse the Administrative Agent for all or any portion of such Revolving Facility Loan made on its behalf upon written notice given to each applicable
Revolving Facility Lender not later than 2:00 p.m., Local Time, on the Business Day such reimbursement is requested. On each such settlement date, the Administrative Agent will pay to each such Revolving Facility Lender the net amount owing to such
Revolving Facility Lender in connection with such settlement, including amounts relating to Loans, fees, interest and other amounts payable hereunder. The entire amount of interest attributable to such Revolving Facility Loan for the period from and
including the date on which such Revolving Facility Loan was made on such Revolving Facility Lender’s behalf to but excluding the date the Administrative Agent is reimbursed in respect of such Revolving Facility Loan by such Revolving Facility
Lender shall be paid to the Administrative Agent for its own account. 
 Section 2.07 Interest Elections.
(a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower
may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with
respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted or continued. 

  
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 (b) To make an election pursuant to this Section, the Borrower shall notify the
Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if such Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date
of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in the form of
Exhibit E and signed by the Borrower. 
 (c) Each telephonic and written Interest Election Request shall be
irrevocable and shall specify the following information in compliance with Section 2.02: 
 (i) the
Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be
specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); 

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

 (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and 

(iv) if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be applicable thereto after giving
effect to such election, which shall be a period contemplated by clause (a) of the definition of the term “Interest Period.” 
 If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s
duration. 
 (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender
to which such Interest Election Request relates of the details thereof and of such Lender’s portion of each resulting Borrowing. 
 (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is
repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent,
at the written request (including a request through electronic means) of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a
Eurocurrency Borrowing and (ii) unless repaid, each Eurocurrency Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto. 
 Section 2.08 Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Revolving Facility Maturity Date. 

  
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 (b) The Borrower may at any time terminate, or from time to time reduce, the Revolving
Facility Commitments; provided that (i) each reduction of the Revolving Facility Commitments shall be in an amount that is an integral multiple of $1.0 million and not less than $5.0 million (or, if less, the remaining amount of
the Revolving Facility Commitments) and (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Facility Loans in accordance with
Section 2.11, the Revolving Facility Credit Exposure would exceed the lesser of the total Revolving Facility Commitments or the Borrowing Base. 
 (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the
effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Revolving Facility Lenders of the contents
thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Facility Commitments delivered by the Borrower may state that such notice is conditioned
upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or
reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. 
 Section 2.09 Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility
Lender the then unpaid principal amount of each Revolving Facility Loan, Protective Advance and Overadvance to the Borrower on the Revolving Facility Maturity Date, and (ii) to the Swingline Lender the then unpaid principal amount of each
Swingline Loan on the Revolving Facility Maturity Date. 
 (b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. 

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type
thereof and the 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 Borrower to each Lender hereunder, and (iii) any amount received by the
Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. 
 (d) The entries made in
the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. 

  
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 (e) Any Lender may request that Loans made by it be evidenced by a promissory note
substantially in the form of Exhibit G hereto (a “Note”). In such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to such Lender and its registered assigns. Thereafter, the Loans
evidenced by such Note and interest thereon shall at all times (including after assignment pursuant to Section 10.04) be represented by one or more Notes in such form payable to the payee named therein and its registered assigns. 

Section 2.10 Repayment of Revolving Facility Loans. 
 (a) To the extent not previously paid, all outstanding Loans shall be due and payable on the Revolving Facility Maturity Date. 
 (b) Prior to any repayment of any Revolving Facility Loans, the Borrower shall select the Borrowing or Borrowings to be repaid and shall notify the Administrative Agent by telephone (confirmed by
telecopy) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, on the Business Day prior to the scheduled date of such repayment, and (ii) in the case of a Eurocurrency Borrowing, three Business Days
before the scheduled date of such repayment. In the case of prepayments under Section 2.11(a), the Borrower may in its sole discretion select the Borrowing or Borrowings to be prepaid. Each repayment of a Borrowing (x) in the case of the
Revolving Facility, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit
Exposures of the Revolving Facility Lenders at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. Notwithstanding anything to the contrary in the immediately preceding
sentence, prior to any repayment of a Swingline Loan hereunder, the Borrower shall select the Borrowing or Borrowings to be repaid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than 1:00
p.m., Local Time, on the scheduled date of such repayment. Repayments of Eurocurrency Borrowings shall be accompanied by accrued interest on the amount repaid. 
 Section 2.11 Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Loan in whole or in part, without premium or penalty (but subject
to Section 2.16), in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior written notice in accordance with
Section 2.10(b), which notice shall be irrevocable except to the extent conditioned on a refinancing of all or any portion of the Revolving Facility, in which case such notice may be revoked by the Borrower (by notice to the Administrative
Agent on or prior to the specified effective date) if such condition is not satisfied. 
 (b) Subject to Sections 2.01(b)
and (c), in the event the aggregate amount of the Revolving Facility Credit Exposure exceeds the lesser of (i) the Revolving Facility Commitments, and (ii) the Borrowing Base in effect at such time, then the Borrower shall promptly prepay
outstanding Revolving Facility Loans and/or cash collateralize Letters of Credit in accordance with Section 2.05(j) in an aggregate amount equal to such excess. 

  
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 (c) In the event and on such occasion as the Revolving L/C Exposure exceeds the Letter of
Credit Sublimit, at the request of the Administrative Agent, the Borrower shall deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(j) in an amount equal to such excess. 

(d) If as a result of changes in currency exchange rates, on any Revaluation Date, the Revolving L/C Exposure with respect to all
Alternate Currency Letters of Credit exceeds $30.0 million, the Borrower shall at the request of the Administrative Agent, within 5 Business Days of such Revaluation Date deposit cash collateral in an account with the Administrative Agent pursuant
to Section 2.05(j), in an aggregate amount such that the applicable exposure does not exceed the applicable commitment, sublimit or amount set forth above. 
 Section 2.12 Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the date that is five (5) Business Days
after the last Business Day of March, June, September and December in each year, and three Business Days after the date on which the Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a
“Commitment Fee”) on the daily amount of the Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of
such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s
Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall
cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. 
 (b)
The Borrower agrees to pay (i) to each Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and three Business
Days after the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C
Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the
Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) three
Business Days after the last Business Day of March, June, September and December of each year and three Business Days after the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in
respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.25% per annum
of the daily average stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary
and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days
elapsed in a year of 360 days. 

  
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 (c) The Borrower agrees to pay the agency fees to (x) the Administrative Agent, for the
account of the Administrative Agent (the “Administrative Agent Fees”) and (y) to the Collateral Agent, for the account of the Collateral Agent (the “Collateral Agent Fees”), in each case set forth in the Fee
Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein. 
 (d) All
Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once
paid, none of the Fees shall be refundable under any circumstances. 
 Section 2.13 Interest. (a) The Loans
comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the ABR plus the Applicable Margin. 

(b) The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for
such Borrowing plus the Applicable Margin. 
 (c) Notwithstanding the foregoing, if any principal of or interest on any
Loan or any Fees or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal
to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other overdue amount, 2% plus the
rate applicable to ABR Loans as provided in paragraph (a) of this Section; provided that this paragraph (c) shall not apply to any Event of Default that has been waived by the Lenders pursuant to Section 10.08. 

(d) Accrued interest on each Loan shall be payable in arrears (i) on each Interest Payment Date for such Loan and (ii) in the
case of Revolving Facility Loans, upon termination of the Commitments; provided that (A) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (B) in the event of any repayment or
prepayment of any Loan (other than a prepayment of an ABR Revolving Loan or Swingline Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or
prepayment and (C) in the event of any conversion of any Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. 

(e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the ABR at
times when the ABR is based on the prime rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last
day). The applicable ABR, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. 

  
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 Section 2.14 Alternate Rate of Interest. If prior to the commencement of any
Interest Period for a Eurocurrency Borrowing: 
 (a) the Administrative Agent determines (which determination shall be
conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or 

(b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such
Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; 
 then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the
Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing
denominated in such currency shall be ineffective and such Borrowing shall be converted to or continued as on the last day of the Interest Period applicable thereto an ABR Borrowing, and (ii) if any Borrowing Request requests a Eurocurrency
Borrowing, such Borrowing shall be made as an ABR Borrowing. 
 Section 2.15 Increased Costs. (a) If any Change
in Law shall: 
 (i) impose, modify or deem applicable any reserve, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or Issuing Bank; 

(ii) subject the Administrative Agent, any Lender or any Issuing Bank to any Taxes (other than Indemnified Taxes and
Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or 

(iii) impose on any Lender or Issuing Bank or the London interbank market any other condition affecting this Agreement or
Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein; 
 and the result of any of the foregoing shall be to
increase the cost to such Lender or the Administrative Agent of making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or Issuing Bank of participating in, issuing or
maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, Issuing Bank or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender,
Issuing Bank or the Administrative Agent, as applicable, such additional amount or amounts as will compensate such Lender, Issuing Bank or the Administrative Agent, as applicable, for such additional costs incurred or reduction suffered. 


  
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 (b) If any Lender or Issuing Bank determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement
or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such
Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company
with respect to capital adequacy), then from time to time the Borrower shall pay to such Lender or such Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such
Issuing Bank’s holding company for any such reduction suffered. 
 (c) A certificate of a Lender or an Issuing Bank setting
forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive
absent manifest error; provided that any such certificate claiming amounts described in clause (x) or (y) of the definition of Change in Law shall, in addition, state the basis upon which such amount has been calculated and certify
that such Lender’s or Issuing Bank’s method of allocating such costs is fair and reasonable and that such Lender’s or Issuing Bank’s demand for payment of such costs hereunder, and such method of allocation, is not inconsistent
with its treatment of other borrowers which, as a credit matter, are substantially similar to the Borrower and which are subject to similar provisions. The Borrower shall pay such Lender or Issuing Bank, as applicable, the amount shown as due on any
such certificate within 10 days after receipt thereof. 
 (d) Promptly after any Lender or any Issuing Bank has determined that
it will make a request for increased compensation pursuant to this Section 2.15, such Lender or Issuing Bank shall notify the Borrower thereof. Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this
Section shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this
Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or Issuing Bank, as applicable, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of
such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided, further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 day period referred to
above shall be extended to include the period of retroactive effect thereof. 
 (e) The foregoing provisions of this
Section 2.15 shall not apply in the case of any Change in Law in respect of Taxes imposed on payments on the Loans, which shall instead be governed by Section 2.17. 
 Section 2.16 Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto
(including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert,


  
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continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Eurocurrency Loan other than on the last day of the
Interest Period applicable thereto as a result of a request by a Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a
Eurocurrency Loan, such loss, cost or expense to any Lender shall be the amount determined by such Lender (it being understood that the deemed amount shall not exceed the actual amount) to be the excess, if any, of (i) the amount of interest
which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current
Interest Period therefor (or, in the case of a failure to borrow, convert or continue a Eurocurrency Loan, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such
principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in dollars of a comparable amount and period from other banks in the Eurocurrency market. A
certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to such Borrower and shall be conclusive absent manifest error. Such Borrower shall pay such
Lender the amount shown as due on any such certificate within 10 days after receipt thereof. 
 Section 2.17 Taxes.
(a) Any and all payments by or on account of any obligation of any Loan Party hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if a Loan Party shall be required to
deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this
Section) the Administrative Agent, any Lender or any Issuing Bank, as applicable, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such
Loan Party shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. 

(b) In addition, the Loan Parties shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

 (c) Each Loan Party shall indemnify the Administrative Agent, each Lender and each Issuing Bank, within 10 days after written
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or such Issuing Bank, as applicable, on or with respect to any payment by or on account of any obligation of such Loan Party
hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any reasonable expenses arising therefrom or with respect thereto, whether or
not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to such Loan Party by a Lender or an Issuing Bank,
or by the Administrative Agent on its own behalf, on behalf of another Agent or on behalf of a Lender or an Issuing Bank, shall be conclusive absent manifest error. 

  
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 (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Loan
Party to a Governmental Authority, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or
other evidence of such payment reasonably satisfactory to the Administrative Agent. 
 (e) Each Lender shall severally indemnify
the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes and Other Taxes attributable to such Lender (but only to the extent that a Loan Party has not already indemnified the Administrative Agent for such
Indemnified Taxes and Other Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any taxes attributable to such Lender’s failure to comply with the provisions of Section 10.04(d) relating to the maintenance of
a Participant Register and (iii) any Excluded Taxes that are attributable to such Lender and are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect
thereto, whether or not such taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be
conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender
from any other source against any amount due to the Administrative Agent under this paragraph (e). 
 (f) In the event the
Borrower is a resident for tax purposes in a jurisdiction other than the United States of America, any Lender that is entitled to an exemption from or reduction of withholding Tax or backup withholding Tax under the law of the jurisdiction in which
the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), to the extent such Lender is legally entitled to do
so, at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or other documentation as may reasonably be requested by the Borrower, in writing at least sixty (60) days
prior to the date such documentation is due under applicable law to permit such payments to be made without such withholding Tax or at a reduced rate of withholding; provided that no Lender shall have any obligation under this paragraph
(e) with respect to any withholding Tax imposed by any jurisdiction other than the United States if in the reasonable judgment of such Lender such compliance would subject such Lender to any material unreimbursed cost or expense or would
otherwise be disadvantageous to such Lender in any material respect. 
 (g) In the event the Borrower is a resident for tax
purposes in the United States of America, each Foreign Lender shall deliver to the Borrower and the Administrative Agent on the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the
reasonable request of the Borrower or the Administrative Agent), two original copies of whichever of the following is applicable: (i) duly completed copies of Internal Revenue Service Form W-8BEN (or any subsequent versions thereof or
successors thereto), claiming eligibility for benefits of an income tax treaty to which the United States of America is a party, (ii) duly completed copies of Internal Revenue Service Form W-8ECI (or any subsequent versions thereof or
successors thereto), (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 871(h) or 881(c) of the Code, 

  
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(x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent
shareholder” of the Borrower within the meaning of section 871(h)(3) or 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) duly completed copies of
Internal Revenue Service Form W-8BEN (or any subsequent versions thereof or successors thereto), (iv) duly completed copies of Internal Revenue Service Form W-8IMY, together with forms and certificates described in clauses (i) through
(iii) above (and additional Form W-8IMYs) as may be required or (v) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States federal withholding tax duly completed together with
such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made. In addition, in each of the foregoing circumstances, each Foreign Lender that is not an
exempt recipient within the meaning of Treasury Regulation Section 1.6049-4(c) shall deliver such forms, if legally entitled to deliver such forms, promptly upon the obsolescence, expiration or invalidity of any form previously delivered by
such Foreign Lender. If a payment made to a Lender or Agent hereunder would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or Agent were to fail to comply with the applicable reporting requirements of FATCA (including
those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or Agent shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by
the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the
Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender or Agent has complied with such Lender’s or Agent’s obligations under
FATCA or to determine the amount to deduct and withhold from such payment. For purposes of this Section 2.17(g), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Foreign Lender shall promptly
notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the United States of America or other taxing authorities
for such purpose). In addition, each Lender that is not a Foreign Lender shall deliver to the Borrower and the Administrative Agent two copies of Internal Revenue Service Form W-9 (or any subsequent versions thereof or successors thereto) on or
before the date such Lender becomes a party and upon the expiration of any form previously delivered by such Lender. Notwithstanding any other provision of this paragraph, a Lender shall not be required to deliver any form pursuant to this paragraph
that such Lender is not legally able to deliver. 
 (h) If the Administrative Agent, an Issuing Bank or a Lender determines in
good faith and in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by a Loan Party or with respect to which such Loan Party has paid additional amounts pursuant to this
Section 2.17, it shall pay over such refund to such Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 2.17 with respect to the Indemnified Taxes or Other Taxes
giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Issuing Bank or such Lender (including any Taxes imposed with respect to such refund) as is determined by the Administrative Agent, Issuing Bank or
Lender in good faith and in its sole discretion, and without interest (other than any interest paid by the relevant Governmental 

  
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Authority with respect to such refund); provided that such Loan Party, upon the request of the Administrative Agent, such Issuing Bank or such Lender, agrees to repay as soon as reasonably
practicable the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Issuing Bank or such Lender in the event the Administrative
Agent, such Issuing Bank or such Lender is required to repay such refund to such Governmental Authority. This Section 2.17(h) shall not be construed to require the Administrative Agent, any Issuing Bank or any Lender to make available its Tax
returns (or any other information relating to its Taxes which it deems, in good faith and in its sole discretion, to be confidential) to the Loan Parties or any other person. 
 Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of Set Offs. (a) Unless otherwise specified, the Borrower shall make each payment required to be made by it hereunder
(whether of principal, interest, fees or reimbursement of L/C Disbursements, or of amounts payable under Section 2.15, 2.16, or 2.17, or otherwise) prior to 2:00 p.m., Local Time, on the date when due, in immediately available funds, without
condition or deduction for any defense, recoupment, set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for
purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agent, except payments to be made directly to the applicable Issuing
Bank or the Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 10.05 shall be made directly to the persons entitled thereto. The Administrative Agent shall distribute any such
payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the
next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under the Loan Documents shall be made in Dollars. Any payment required to be made by
the Administrative Agent hereunder shall be deemed to have been made by the time required if the Administrative Agent shall, at or before such time, have taken the necessary steps to make such payment in accordance with the regulations or operating
procedures of the clearing or settlement system used by the Administrative Agent to make such payment. 
 (b)
If (i) at any time insufficient funds are received by and available to the Administrative Agent from the Borrower to pay fully all amounts of principal, unreimbursed L/C Disbursements, interest and fees and other Obligations then due from
the Borrower hereunder or (ii) at any time that an Availability Triggering Event shall have occurred and be continuing and proceeds of Collateral are received by the Administrative Agent, such funds shall be applied, subject to the Senior Lien
Intercreditor Agreement, the Junior Lien Intercreditor Agreement and any other applicable intercreditor agreements: first, ratably, to pay any fees, indemnities, or expense reimbursements then due to the Administrative Agent, the Collateral
Agent or any Issuing Bank from the Borrower under the Loan Documents; second, ratably, to pay interest due and payable in respect of any unreimbursed L/C Disbursements, Protective Advances and Overadvances; third, ratably to pay
principal of unreimbursed L/C Disbursements, Protective Advances and Overadvances; fourth, ratably, to pay any fees or expenses reimbursements then due to the Lenders from the Borrower under the Loan Documents; fifth, ratably, to pay
interest due and payable in respect of any Revolving Facility Loans; sixth, ratably, to pay principal of 

  
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Revolving Facility Loans (other than Protective Advances and Overadvances) then due from the Borrower hereunder and any Pari Passu Secured Swap Obligations; seventh, ratably, to cash
collateralize Letters of Credit in accordance with the procedures set forth in Section 2.05(j); eighth, ratably, to the payment of any Cash Management Obligations and any other Secured Swap Obligations that do not constitute Pari Passu
Secured Swap Obligations; ninth, ratably, to the payment of any other Obligations due to the Agents or any Lender by the Borrower; and tenth, to the Borrower or as the Borrower shall direct or as a court of competent jurisdiction may
otherwise direct. 
 (c) If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in
respect of any principal of or interest on any of its Revolving Facility Loans or participations in L/C Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving
Facility Loans and participations in L/C Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value)
participations in the Revolving Facility Loans and participations in L/C Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with
the aggregate amount of principal of and accrued interest on their respective Revolving Facility Loans and participations in L/C Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph (c) shall not be
construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans
or participations in L/C Disbursements to any assignee or participant (other than to the Borrower or a Restricted Subsidiary of the Borrower as to which the provisions of this paragraph (c) shall apply). The Borrower consents to the foregoing
and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. 
 (d)
Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the applicable Issuing Bank hereunder that the Borrower will not
make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the applicable Issuing Bank, as applicable,
the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the applicable Issuing Bank, as applicable, severally agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate
and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. 

  
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 (e) If any Lender shall fail to make any payment required to be made by it pursuant to
Section 2.04(c), 2.05(d) or (e), 2.06(b) or (c), or 2.18(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account
of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. 
 Section 2.19 Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount
to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign
its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or
2.17, as applicable, in the future, and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender in any material respect. The Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 
 (b) If any Lender
requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or is a Defaulting Lender, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04),
all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have
received the prior written consent of the Administrative Agent (and, if in respect of any Commitment, Revolving Facility Loan or Other Revolving Loan), the Swingline Lender and each Issuing Bank), which consent shall not unreasonably be withheld,
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it
hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), and (iii) in the case of any such assignment resulting from a claim for compensation
under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.19 shall be deemed to prejudice any rights that the
Borrower may have against any Lender that is a Defaulting Lender. 
 (c) If any Lender (such Lender, a “Non-Consenting
Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 10.08 requires the consent of all of the Lenders affected and with respect to which the Required Lenders
(or if such amendment or waiver by its terms requires the consent of the Super Majority Lenders, the Super Majority Lenders) shall have granted their consent, then the Borrower shall have the right (unless such Non-Consenting Lender grants such
consent) at its sole expense (including with respect to the processing and recordation fee referred to in Section 10.04(b)(ii)(B)) to replace such Non-Consenting Lender by deeming (by notice to such Non-Consenting Lender) such Non Consenting
Lender to have assigned its Loan, and its 

  
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Commitments hereunder, to one or more assignees that have consented to such assignment and that are reasonably acceptable to the Administrative Agent, the Swingline Lender and the Issuing
Bank; provided that: (a) all Obligations of the Borrower owing to such Non-Consenting Lender (including accrued Fees and any amounts due under Section 2.15, 2.16 or 2.17) being replaced shall be paid in full to such Non-Consenting
Lender concurrently with such assignment and (b) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. No
action by or consent of the Non-Consenting Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment the Borrower,
Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 10.04. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an
interest) to execute and deliver, on behalf of such Lender as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s interest hereunder in the circumstances contemplated by this Section 2.19(c) and
the Administrative Agent agrees to effect such assignment; provided that, if such Non-Consenting Lender does not comply with Section 10.04 within three Business Days after the Borrower’s request, compliance with Section 10.04
shall not be required to effect such assignment. 
 Section 2.20 Illegality. If any Lender reasonably determines
that any change in law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable lending office to make or maintain any Eurocurrency Loans, then, on notice
thereof by such Lender to the Borrower through the Administrative Agent, any obligations of such Lender to make or continue Eurocurrency Loans or to convert ABR Borrowings to Eurocurrency Borrowings shall be suspended until such Lender notifies the
Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), either convert
all Eurocurrency Borrowings of such Lender to ABR Borrowings, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Borrowings to such day, or immediately, if such Lender may not
lawfully continue to maintain such Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. 
 Section 2.21 Incremental Commitments. 
 (a) The Borrower may, by
written notice to the Administrative Agent from time to time after the Closing Date, and prior to the Revolving Facility Maturity Date, request that the Incremental Amount be provided by one or more Incremental Revolving Facility Lenders (which may
include any existing Lender) willing to provide such Incremental Revolving Facility Commitments in their own discretion; provided that each Incremental Revolving Facility Lender shall be subject to the approval of the Administrative Agent
(which approval shall not be unreasonably withheld) unless such Incremental Revolving Facility Lender is a Lender, an Affiliate of a Lender or an Approved Fund. Such notice shall set forth (i) the amount of the Incremental Revolving Facility
Commitments being requested (which shall be in a minimum amount of $15.0 million and in minimum increments of $5.0 million in excess thereof or equal to 

  
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the remaining Incremental Amount), (ii) the date on which such Incremental Revolving Facility Commitments are requested to become effective (the “Increased Amount Date”) and
(iii) whether such Incremental Revolving Loan Commitments are to be Revolving Facility Commitments or commitments to make revolving loans with pricing terms, final maturity date, upfront or similar fees and/or participation in prepayments
different from the Revolving Facility Loans (“Other Revolving Loans”). If the initial pricing terms on the requested Other Revolving Loans (which shall be equal to the sum of (x) the margin above Adjusted LIBO Rate on the
requested Other Revolving Loans and (y) any original issue discount or upfront fees paid to all lenders providing such Other Revolving Loans with respect to the requested Other Revolving Loans divided by the lesser of (A) the average life
to maturity of such Other Revolving Loans and (B) four) exceeds the pricing terms of any of the then existing Revolving Facility Loans (which shall be equal to the sum of (x) the Applicable Margin then in effect for such existing Revolving
Facility Loans that are Eurocurrency Revolving Loans and (y) any original issue discount or upfront fees payable to all Revolving Facility Lenders with respect to such existing Revolving Facility Loans, divided by the lesser of (A) the
average life to maturity of such existing Revolving Facility Loans and (B) four) by more than 50 basis points, then the applicable margin then in effect for each such existing Revolving Facility Loan shall automatically be increased to the
extent necessary such that the pricing terms (as defined above) of each such existing Revolving Facility Loans is equal to the pricing terms of the requested Other Revolving Facility Loans minus 50 basis points, effective upon the making of
the requested Other Revolving Loans. 
 (b) The Borrower and each Incremental Revolving Facility Lender shall execute and
deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Revolving Facility Commitment of such Incremental Revolving
Facility Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Incremental Revolving Facility Commitments; provided that (i) the Other Revolving Loans shall have the same guarantees as and rank pari
passu or junior in right of payment and of security with the Revolving Facility Loans and, except as to pricing, final maturity date, participation in prepayments and/or upfront or similar fees, shall have (x) the same terms as the
Revolving Facility Loans, or (y) intercreditor arrangements and such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Other Revolving Loans shall be no earlier than the
Revolving Facility Maturity Date then in effect, and (iii) the Other Revolving Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory prepayment or
commitment reduction hereunder. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement in accordance with its terms, this Agreement shall be deemed amended to the extent (but only to the extent)
necessary to reflect the existence and terms of the Incremental Revolving Loan Commitments evidenced thereby, notwithstanding anything to the contrary set forth in Section 10.08 of this Agreement. Any such deemed amendment may be memorialized
in writing by the Administrative Agent with Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. 
 (c) Notwithstanding the foregoing, no Incremental Revolving Facility Commitment shall become effective under this Section 2.21 unless (i) on the date of such effectiveness, both before and after
such effectiveness, (x) there is no Default or Event of Default and (y) the 

  
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Borrower shall be in Pro Forma Compliance, (ii) the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the
Borrower and containing calculations in reasonable detail demonstrating compliance with the requirement contained in preceding subclause (i)(y), and (iii) the Administrative Agent shall have received customary legal opinions, board resolutions
and other customary closing certificates and documentation as required by the relevant Incremental Assumption Agreement and, to the extent required by the Administrative Agent, consistent with those delivered on the Closing Date under
Section 4.02 and such additional customary documents and filings (including amendments to the Mortgages and other Security Documents and title endorsement bringdowns) as the Administrative Agent may reasonably require to assure that the
Revolving Facility Loans and/or Other Revolving Loans in respect of the Incremental Revolving Facility Commitments are secured by the Collateral ratably with (or, to the extent agreed by the applicable Incremental Revolving Facility Lenders in the
applicable Incremental Assumption Agreement, junior to) the existing Revolving Facility Loans. 
 (d) Each of the parties hereto
hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Facility Loans in respect of Incremental Revolving Facility Commitments (other than Other Revolving Loans), when
originally made, are included in each Borrowing of outstanding Revolving Facility Loans on a pro rata basis. The Borrower agrees that Section 2.16 shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required by
the Administrative Agent to effect the foregoing. 
 Section 2.22 Defaulting Lenders. Notwithstanding any provision
of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: 
 (a) such Defaulting Lender shall not be entitled to receive any Commitment Fee for any period during which such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such
Commitment Fee that otherwise would have been required to have been paid to such Defaulting Lender); and 
 (b) any amount
payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.18(c)) shall, in lieu of being
distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the Administrative Agent
(i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or
the Swingline Lender hereunder, (iii) third, if so determined by the Administrative Agent or requested by any Issuing Bank, to cash collateralize such Defaulting Lender’s Revolving Facility Percentage of the outstanding Letters of Credit
issued by such Issuing Bank other than any Letter of Credit (or portion thereof) as to which such Defaulting Lender’s participation obligation has been cash collateralized by pledging and depositing with or delivering to the Collateral Agent,
for the benefit of the Issuing Banks and the non-Defaulting Lenders, as collateral for the Obligations in respect of Letters of Credit, cash or deposit account balances pursuant to documentation in form


  
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and substance reasonably satisfactory to the Collateral Agent and the Issuing Banks (which documents are hereby consented to by the Lenders), (iv) fourth, as the Borrower may request, to the
funding of any Revolving Facility Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (vi) fifth, held in such account as cash
collateral and released, pro rata, in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Revolving Facility Loans under this Agreement and (y) cash collateralize the Issuing
Banks’ and the Swingline Lender’s potential future fronting exposure with respect to such Defaulting Lender with respect to potential future Letters of Credit issued or Swingline Loans made under this Agreement, (vi) sixth, to the
payment of any amounts owing to the Lenders, the Issuing Banks or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Issuing Bank or the Swingline Lender against such Defaulting Lender as a
result of such Defaulting Lender’s breach of its obligations under this Agreement, (vii) seventh, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower
against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, and (viii) eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction;
provided that if such payment is a prepayment of the principal amount of any Revolving Facility Loans in respect of which such Defaulting Lender has not fully funded its appropriate share and that were made at a time when the conditions set
forth in Section 4.01 were satisfied, such payment shall be applied solely to prepay the Revolving Facility Loans of all non-Defaulting Lenders pro rata prior to being applied to the prepayment of any Revolving Facility Loans of any
Defaulting Lender. 
 (c) In the event that the Administrative Agent, each Issuing Bank, the Swingline Lender and the Borrower
each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then on such date such Lender shall purchase at par such of the Revolving Facility Loans of the other Lenders or take such
other actions as the Administrative Agent may determine to be necessary to cause the Revolving Facility Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be in accordance with its Revolving Facility Percentage,
as applicable. 
 Section 2.23 Extended Revolving Facility Commitments. 

(a) The Borrower may at any time and from time to time request that all or any portion of the Revolving Facility Commitments under any
Facility (an “Existing Revolving Facility”) be converted to extend the scheduled maturity date(s) and/or termination date(s) of any payment of principal with respect to all or a portion of the loans or commitments in respect of such
Existing Revolving Facility (any such Revolving Facility which has been so converted, an “Extended Revolving Facility”) and to provide for other terms consistent with this Section 2.23. In order to establish any Extended
Revolving Facility, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Facility) (an “Extension Request”) setting
forth the proposed terms of the Extended Revolving Facility to be established which shall be substantially identical to the Existing Revolving Facility which is being converted except that: 

(i) all or any of the scheduled payments of principal (including the maturity date) and/or termination dates of the
Extended Revolving Facility may be delayed to later dates than the scheduled payments of principal (including the maturity date) and/or termination dates of such Existing Revolving Facility to the extent provided in the applicable Extension
Amendment; 

  
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 (ii) the interest margins and commitment fees with respect to the Extended
Revolving Facility may be different than the interest margins and commitment fees for the Existing Revolving Facility and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Extension Amendment;

 (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after
the latest final maturity or termination date of the Revolving Facility Commitments in effect on the effective date of the Extension Amendment immediately prior to the establishment of such Extended Revolving Facility; and 

(iv) no commitments in respect of such Extended Revolving Facility may be optionally reduced or terminated prior to the
date on which the commitments under the Existing Revolving Facility from which they were converted are terminated unless such optional reduction or termination is accompanied by a pro rata optional reduction of the commitments under such Existing
Revolving Facility. 
 (b) Any Extended Revolving Facility converted pursuant to any Extension Request shall be designated a
series (an “Extension Series”) of Extended Revolving Facility Commitments for all purposes of this Agreement; provided that any Extended Revolving Facility converted from an Existing Revolving Facility may, to the extent
provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Revolving Facility. 
 (c) The Borrower shall provide the applicable Extension Request at least five (5) Business Days prior to the date on which Lenders under the Existing Revolving Facility are requested to respond. No
Lender shall have any obligation to agree to have any of its Loans and commitments of any Existing Revolving Facility converted into an Extended Revolving Facility pursuant to any Extension Request. Any Lender (an “Extending
Lender”) wishing to have all or any portion of its Loans and commitments under the Existing Revolving Facility subject to such Extension Request converted into Extended Revolving Facility, shall notify the Administrative Agent (an
“Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Loans and commitments under the Existing Revolving Facility which it has elected to request be converted into Extended Revolving
Facility. In the event that the aggregate amount of commitments under an Existing Revolving Facility subject to Extension Elections exceeds the amount of commitments under an Extended Revolving Facility requested pursuant to the Extension Request,
commitments subject to Extension Elections shall be converted to commitments under an Extended Revolving Facility on a pro rata basis based on the amount of commitments included in each such Extension Election. 

  
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 (d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan
Document, (i) no Extended Revolving Facility Commitment is required to be in any minimum amount or any minimum increment, (ii) any Extending Lender may extend all or any portion of its Revolving Facility Commitment pursuant to one or more
Extension Requests (subject to applicable proration in the case of over participation) (including the extension of any Extended Revolving Facility); and (iii) any Extended Revolving Facility and all obligations in respect thereof shall be
Obligations under this Credit Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other Obligations under this Credit Agreement and the other Loan Documents. 

(e) Extended Revolving Facilities shall be established pursuant to an amendment (an “Extension Amendment”) to this
Agreement among the Borrower, the Administrative Agent and each Extending Lender providing an Extended Revolving Facility thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the
consent of any other Lender). Each of the parties hereto hereby agrees that, upon the effectiveness of any Extension Amendment in accordance with its terms, (i) this Agreement shall be deemed amended as set forth therein, notwithstanding
anything to the contrary set forth in Section 10.08(b), and (ii) such Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. All Extended Revolving Facilities and all obligations in respect
thereof shall be Obligations under the Credit Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other Obligations under the Credit Agreement and in connection with any Extension
Amendment, notwithstanding anything to the contrary set forth in Section 10.08 of this Agreement, the Loan Parties and the Collateral Agent shall enter into such amendments to the Security Documents as may be reasonably requested by the
Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Revolving Facility Commitments are provided with the benefit of the applicable Security Documents on a pari passu basis with the other
Obligations. 
 ARTICLE 3 
 REPRESENTATIONS AND WARRANTIES 
 On
the date of each Credit Event as provided in Section 4.01, the Borrower represents and warrants to each of the Lenders that: 
 Section 3.01 Organization; Powers. Each of Holdings, the Borrower and each of the Material Subsidiaries (a) is a partnership, limited liability company or corporation duly organized,
validly existing and in good standing (or, if applicable, in a foreign jurisdiction where an equivalent status exists, enjoys the equivalent status under the laws of any foreign jurisdiction of organization outside the United States) under the laws
of the jurisdiction of its organization, (b) has all requisite power and authority to own its property and assets and to carry on its business as now conducted, (c) is qualified to do business in each jurisdiction where such qualification
is required, except where the failure so to qualify would not reasonably be expected to have a Material Adverse Effect, and (d) has the power and authority to execute, deliver and perform its obligations under each of the Loan Documents and
each other agreement or instrument contemplated thereby to which it is or will be a party and, in the case of the Borrower, to borrow and otherwise obtain credit hereunder. 

  
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 Section 3.02 Authorization. The execution, delivery and performance by Holdings,
the Borrower and each of the Subsidiary Loan Parties of each of the Loan Documents to which it is a party, and the borrowings hereunder and the transactions forming a part of the Transactions (a) have been duly authorized by all corporate,
stockholder, partnership or limited liability company action required to be obtained by Holdings, the Borrower and such Subsidiary Loan Parties and (b) will not (i) violate (A) any provision of law, statute, rule or regulation, or of
the certificate or memorandum or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or bylaws of Holdings, the Borrower or any such Subsidiary Loan Party,
(B) any applicable order of any court or any rule, regulation or order of any Governmental Authority or (C) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which Holdings,
the Borrower or any such Subsidiary Loan Party is a party or by which any of them or any of their property is or may be bound, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a
default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) or to a loss of a material benefit under any such indenture, certificate of designation for preferred stock,
agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (i) or (ii) of this Section 3.02(b), would reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect, or (iii) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by Holdings, the Borrower or any such Subsidiary Loan Party, other than the Liens created
by the Loan Documents and Permitted Liens. 
 Section 3.03 Enforceability. This Agreement has been duly executed and
delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against
each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general
principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (iii) implied covenants of good faith and fair dealing, and (iv) except to the extent set forth in the applicable Foreign
Pledge Agreements, any foreign laws, rules and regulations as they related to pledges of Equity Interests in Foreign Subsidiaries that are not Loan Parties. 
 Section 3.04 Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with
the Transactions, the perfection or maintenance of the Liens created under the Security Documents or the exercise by any Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral, except for:
(a) the filing of Uniform Commercial Code financing statements, (b) filings with the United States Patent and Trademark Office and the United States Copyright Office and comparable offices in foreign jurisdictions and equivalent filings in
foreign jurisdictions, (c) recordation of the Mortgages, (d) such actions, consents, approvals, registrations and filings as have been made or obtained and are in full force and effect, (e) such actions, consents, approvals,
registrations and filings the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect and (f) equivalent foreign filings to those listed in clauses (a) through (e) above. 

  
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 Section 3.05 Financial Statements. The audited consolidated balance sheet of the
Borrower and its consolidated Subsidiaries as of December 31, 2009, 2010 and 2011, and the related audited consolidated statements of income and cash flows for each such fiscal year, reported on by and accompanied by a report from
Deloitte & Touche LLP, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial position of the Borrower and its consolidated Subsidiaries as at such date and the
consolidated results of operations and cash flows of the Borrower and its consolidated Subsidiaries for the year then ended. 

Section 3.06 No Material Adverse Effect. Since December 31, 2011, there has been no event or circumstance that,
individually or in the aggregate with other events or circumstances, has had or would reasonably be expected to have a Material Adverse Effect. 
 Section 3.07 Title to Properties; Possession Under Leases. (a) Each of Holdings, the Borrower and the Subsidiaries has valid fee simple title to, or valid leasehold interests in, or
easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do
not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens. 
 (b) None of the Borrower or the Subsidiaries has defaulted under any lease to which it is a party, except for such defaults as would not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect. All of the Borrower’s or Subsidiaries’ leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse
Effect. Except as set forth on Schedule 3.07(b), each of Holdings, the Borrower and each of the Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy
peaceful and undisturbed possession would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 
 (c) As of the Closing Date, none of the Borrower and the Subsidiaries has received any written notice of any pending or, to their knowledge, contemplated condemnation proceeding affecting any material
portion of the Mortgaged Properties or any sale or disposition thereof, in lieu of condemnation, that remains unresolved as of the Closing Date. 
 (d) None of Holdings, the Borrower and the Subsidiaries is obligated on the Closing Date under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any
Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05. 
 Section 3.08
Subsidiaries. (a) Schedule 3.08(a) sets forth as of the Closing Date the name and jurisdiction of incorporation, formation or organization of each subsidiary of Holdings and, as to each such subsidiary, the percentage of each
class of Equity Interests owned by Holdings or by any such subsidiary. 

  
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 (b) As of the Closing Date, there are no outstanding subscriptions, options, warrants,
calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to any Equity Interests of Holdings, the Borrower or any of the Subsidiaries.

 Section 3.09 Litigation; Compliance with Laws. (a) There are no actions, suits or proceedings at law or in
equity, or by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting Holdings or the Borrower or any of the Subsidiaries or any business,
property or rights of any such person which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 
 (b) None of Holdings, the Borrower, the Subsidiaries and their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently
conducted violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are subject to Section 3.16) or any restriction of record or
agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect. 
 Section 3.10 Federal Reserve Regulations. (a) None of Holdings, the
Borrower or any Subsidiary is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock. 

(b) No part of the proceeds of any Loan will be used, whether directly or indirectly, and whether immediately, incidentally or
ultimately, (i) to purchase or carry Margin Stock or to extend credit to others for the purpose of purchasing or carrying Margin Stock or to refund indebtedness originally incurred for such purpose, or (ii) for any purpose that entails a
violation of, or that is inconsistent with, the provisions of the Regulations of the Board, including Regulation U or Regulation X. 
 Section 3.11 Investment Company Act. None of Holdings, the Borrower and the Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment
Company Act of 1940, as amended. 
 Section 3.12 Use of Proceeds. The Borrower will use the proceeds of the
Revolving Facility Loans and Swingline Loans, and may request the issuance of Letters of Credit, solely for general corporate purposes (including, without limitation, for Permitted Business Acquisitions) and on the Closing Date, up to the full
amount of the Revolving Facility, (a) to refinance (or discharge) the Refinanced Indebtedness, and (b) to pay the Transaction Expenses. 
 Section 3.13 Taxes. 
 (a) Except as would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect, each of Holdings, the Borrower and the Subsidiaries has filed or caused to be filed all federal, state, local and non-U.S. Tax returns required to have been filed by it, and each
such Tax return is true and correct; 

  
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 (b) Each of Holdings, the Borrower and the Subsidiaries has timely paid or caused to be
timely paid, all Taxes or assessments payable by it (except Taxes or assessments that are being contested in good faith by appropriate proceedings in accordance with Section 5.03 and for which Holdings, the Borrower or any of the Subsidiaries
(as the case may be) has set aside on its books adequate reserves in accordance with GAAP), which Taxes, if not paid or adequately provided for, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and

 (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with
respect to each of Holdings, the Borrower and the Subsidiaries, there are no claims being asserted in writing with respect to any Taxes. 
 Section 3.14 No Material Misstatements. (a) All written information (other than the Projections, estimates and information of a general economic nature or general industry nature) (the
“Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or
their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the
date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the
statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made. 
 (b) The Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives, and that have been made available to any Lenders or
the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being
understood that actual results may vary materially from such Projections and estimates), as of the date such Projections and estimates were furnished to the Lenders and as of the Closing Date, and (ii) as of the Closing Date, have not been
modified in any material respect by the Borrower. 
 Section 3.15 Employee Benefit Plans. (a) Except as would
not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) each Plan is in compliance in all material respects with the applicable provisions of ERISA and the Code; (ii) no Reportable Event has
occurred during the past five years as to which Holdings, the Borrower, any of the Subsidiaries or any ERISA Affiliate was required to file a report with the PBGC, other than reports that have been filed; (iii) no Plan has any Unfunded Pension
Liability in excess of $30 million; and (iv) no ERISA Event has occurred or is reasonably expected to occur. 
 (b) Each of
Holdings, the Borrower and the Subsidiaries is in compliance (i) with all applicable provisions of law and all applicable regulations and published interpretations thereunder with respect to any employee pension benefit plan or other employee
benefit plan governed by the laws of a jurisdiction other than the United States, and (ii) with the terms of any such plan, except, in each case, for such noncompliance that would not reasonably be expected to have a Material Adverse Effect.


  
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 Section 3.16 Environmental Matters. Except as to matters that would not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of the Subsidiaries, and there are
no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of the
Subsidiaries, (ii) each of the Borrower and the Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws and is, and for the last three years has
been, in compliance with the terms of such permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to the Borrower’s knowledge, no Hazardous Material is located or has been Released at, on or under any
property currently owned, operated or leased by the Borrower or any of the Subsidiaries in amounts or concentrations that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of the Subsidiaries under
any Environmental Laws, and no Hazardous Material has been generated, owned, treated, stored, handled or controlled by the Borrower or any of the Subsidiaries and transported to or Released at any location in amounts or concentrations that would
reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of the Subsidiaries under any Environmental Laws, and (iv) there are no agreements in which the Borrower or any of the Subsidiaries has expressly
assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior
to the date hereof. 
 Section 3.17 Security Documents. (a) The Collateral Agreement is effective to create in
favor of the Collateral Agent (for the benefit of the Secured Parties described therein) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Collateral described in
the Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral are delivered to the Collateral Agent (or such other Person as is provided in the Senior Lien Intercreditor Agreement), and in the
case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property (as defined in the Collateral Agreement) and except as provided in clause (d) below with respect to Mortgaged Property), when financing
statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a perfected Lien on, and security
interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be
obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to any other person (except for (i) Permitted Liens and (ii) Liens that are pari passu or have priority by operation of law).

 (b) When the Collateral Agreement or a summary thereof is properly filed in the United States Patent and Trademark Office and
the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the 

  
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proper filing of the financing statements referred to in paragraph (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security
interest in, all right, title and interest of the Loan Parties thereunder in the domestic Intellectual Property, (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office
may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the grantors after the Closing Date). 

(c) Each Foreign Pledge Agreement, if any, shall be effective to create in favor of the Collateral Agent, for the benefit of the Secured
Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof to the extent permissible under applicable law. In the case of the Pledged Collateral described in a Foreign Pledge Agreement, when
certificates representing such Pledged Collateral (if any) are delivered to the Collateral Agent, the Collateral Agent (for the benefit of the Secured Parties) shall have, to the extent permissible under applicable law, a fully perfected Lien on,
and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations. 
 (d) The Mortgages executed and delivered after the Closing Date pursuant to the Collateral and Guarantee Requirement or Section 5.10 shall be, effective to create in favor of the Collateral Agent
(for the benefit of the Secured Parties) a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or
recorded in the proper real estate filing or recording offices, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title, and interest of the Loan Parties in such
Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to any other person (other than with respect to the rights of a person
pursuant to (i) Permitted Liens and (ii) Liens that are pari passu or have priority by operation of law). 

(e) Notwithstanding anything herein (including this Section 3.17), or in any other Loan Document to the contrary, other than to the
extent set forth in the applicable Foreign Pledge Agreements, no Borrower or any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security
interest in any Equity Interests of any Foreign Subsidiary that is not a Loan Party, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law. 

Section 3.18 Location of Real Property and Leased Premises. (a) Schedule 3.18 correctly identifies as of the
Closing Date all material Real Property owned by Holdings, the Borrower and the Subsidiary Loan Parties. As of the Closing Date, Holdings, the Borrower and the Subsidiary Loan Parties own in fee all the Real Property set forth as being owned by them
on such Schedule. 
 (b) Schedule 3.18 lists correctly in all material respects as of the Closing Date, all material
Real Property leased by Holdings, the Borrower and the Subsidiary Loan Parties and the addresses thereof. As of the Closing Date, Holdings, the Borrower and the Subsidiary Loan Parties have in all material respects valid leases in all the Real
Property set forth as being leased by them on such Schedule. 

  
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 Section 3.19 Solvency. (a) Immediately after giving effect to the
Transactions on the Closing Date, (i) the fair value of the assets of Holdings, the Borrower and the Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or
otherwise, of Holdings, the Borrower and the Subsidiaries on a consolidated basis, respectively; (ii) the present fair saleable value of the property of Holdings, the Borrower and the Subsidiaries on a consolidated basis will be greater than
the amount that will be required to pay the probable liability of Holdings, the Borrower and the Subsidiaries on a consolidated basis, respectively, on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts
and other liabilities become absolute and matured; (iii) Holdings, the Borrower and the Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and
liabilities become absolute and matured; and (iv) Holdings, the Borrower and the Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are
now conducted and are proposed to be conducted following the Closing Date. 
 (b) On the Closing Date, neither Holdings nor the
Borrower intends to, and neither Holdings nor the Borrower believes that it or any of its subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or
any such subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness, or the Indebtedness of any such subsidiary. 
 Section 3.20 Labor Matters. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor
disputes pending or threatened against Holdings, the Borrower or any of the Subsidiaries; (b) the hours worked and payments made to employees of Holdings, the Borrower and the Subsidiaries have not been in violation of the Fair Labor Standards
Act or any other applicable law dealing with such matters; and (c) all payments due from Holdings, the Borrower or any of the Subsidiaries or for which any claim may be made against Holdings, the Borrower or any of the Subsidiaries, on account
of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Holdings, the Borrower or such Subsidiary to the extent required by GAAP. Except as, individually or in the aggregate,
would not reasonably be expected to have a Material Adverse Effect, the consummation of the Transactions will not give rise to a right of termination or right to renegotiation on the part of any union under any material collective bargaining
agreement to which Holdings, the Borrower or any of the Subsidiaries (or any predecessor) is a party or by which Holdings, the Borrower or any of the Subsidiaries (or any predecessor) is bound. 

Section 3.21 Insurance. Schedule 3.21 sets forth a true, complete and correct description of all material
insurance maintained by or on behalf of Holdings, the Borrower or the Subsidiaries as of the Closing Date. As of such date, such insurance is in full force and effect. 

  
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 Section 3.22 No Default. No Default or Event of Default has occurred and is
continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document. 

Section 3.23 Intellectual Property; Licenses; Etc. Except as to matters that would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect: (a) the Borrower and each of the Subsidiaries owns, or possesses the right to use, all of the patents, registered trademarks, registered service marks or trade names, registered
copyrights or mask works, domain names, and applications and registrations for any of the foregoing (collectively, “Intellectual Property Rights”) that are reasonably necessary for the operation of their respective businesses,
without conflict with the rights of any other person; (b) to the knowledge of the Borrower, the Borrower and the Subsidiaries are not interfering with, infringing upon, misappropriating or otherwise violating Intellectual Property Rights of any
person; and (c) no claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Borrower, threatened. 
 Section 3.24 Senior Debt. The Obligations constitute “Senior Debt” (or the equivalent thereof) and “Designated Senior Debt” (or the equivalent thereof) under
the Senior Subordinated Notes Indenture and under the documentation governing any Permitted Additional Debt constituting subordinated Indebtedness or any Permitted Refinancing Indebtedness or Permitted Additional Refinancing Debt in respect of the
Senior Subordinated Notes or any Permitted Additional Debt constituting subordinated Indebtedness. 
 ARTICLE 4 

CONDITIONS 
 Section 4.01 All Credit Events. The obligations of (i) the Lenders (including the Swingline Lender) to make Loans and (ii) any Issuing Bank to issue Letters of Credit or increase the
stated amounts of Letters of Credit hereunder (each, a “Credit Event”) are subject to the satisfaction (or waiver in accordance with Section 10.08) of the following conditions on the date of each Borrowing and on the date of
each issuance, amendment, extension or renewal of a Letter of Credit: 
 (a) The Administrative Agent shall have received, in
the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03(a)) or, in the case of the issuance of a Letter of Credit,
the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). 
 (b) The representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of
Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in
which case such representations and warranties shall be true and correct in all material respects as of such earlier date). 

  
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 (c) At the time, of and immediately after, such Borrowing or issuance, amendment, extension
or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be
continuing or would result therefrom. 
 (d) After giving effect to such Borrowing or such issuance of a Letter of Credit, the
aggregate Revolving Facility Credit Exposure shall not exceed the lesser of (i) the Revolving Facility Commitments and (ii) the Borrowing Base in effect at such time (subject to Section 2.01(a)). 

(e) After giving effect to such Borrowing or such issuance of a Letter of Credit, Availability shall not be less than $0. 

Each such Borrowing and each issuance, amendment, extension or renewal of a Letter of Credit shall be deemed to constitute a
representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters specified in paragraphs (b), (c), (d) or (e) of this Section 4.01. 

Section 4.02 Initial Funding Date. The obligations of (i) the Lenders (including the Swingline Lender) to make Loans and
(ii) any Issuing Bank to issue Letters of Credit or increase the stated amounts of Letters of Credit hereunder are subject to the satisfaction (or waiver in accordance with Section 10.08) of the following conditions on the date of the
initial Credit Event hereunder: 
 (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and each
Issuing Bank on the Closing Date, a written opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP, special counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, (A) dated the Closing
Date, (B) addressed to each Issuing Bank on the Closing Date, the Administrative Agent and the Lenders, and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan
Documents as the Administrative Agent shall reasonably request. 
 (b) The Administrative Agent shall have received in the case
of each Loan Party each of the items referred to in clauses (i), (ii), (iii) and (iv) below: 
 (i) a
copy of the certificate or memorandum and articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a
recent date by the Secretary of State (or other similar official) (where such certification is available in the relevant person’s jurisdiction of incorporation) of the jurisdiction of its organization, and a certificate as to the good standing
(or similar concept, to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official), or (B) in the case of a
partnership or limited liability company, certified by the Secretary or Assistant Secretary or similar officer of each such Loan Party; 
 (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying: 

(A) that attached thereto is a true and complete copy of the bylaws (or partnership agreement, limited liability company
agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, 

  
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 (B) that attached thereto is a true and complete copy of resolutions duly
adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member or equivalent body) authorizing the execution, delivery and performance of the Loan Documents to which such
person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, 

(C) that the certificate or memorandum and articles of incorporation, certificate of limited partnership or certificate of
formation or other equivalent governing document of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, 

(D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document
delivered in connection herewith on behalf of such Loan Party and 
 (E) as to the absence of any pending
proceeding for the dissolution or liquidation of such Loan Party; 
 (iii) a certificate of a director or another
officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; and 

(iv) such other documents as the Administrative Agent, the Lenders and any Issuing Bank on the Closing Date may reasonably
request (including without limitation, tax identification numbers and addresses). 
 (c) The elements of the Collateral and
Guarantee Requirement required to be satisfied on the Closing Date shall have been satisfied and the Administrative Agent shall have received the results of a search of the Uniform Commercial Code (and federal tax Liens) filings made with respect to
the Loan Parties in the relevant jurisdictions of organization and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such
financing statements (or similar documents) are Permitted Liens or have been released, or shall be released upon the funding of the Loans or the issuance of the initial Letters of Credit hereunder. 

(d) The Borrower, Holdings, the Subsidiary Loan Parties, the Administrative Agent and Wilmington Trust Company, as Trustee, shall have
executed the Joinder, and the Administrative Agent shall have received fully executed copies (which may be electronic copies) thereof. 

  
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 (e) On or prior to the Initial Borrowing Date and substantially concurrently with the
incurrence of Loans and the use of such Loans to refinance the extensions of credit under the Existing Credit Facility Agreement on such date, all Indebtedness of Holdings and its subsidiaries under the Existing Credit Facility Agreement shall have
been repaid in full, together with all fees and other amounts owing thereon, all commitments under the Existing Credit Facility Agreement shall have been terminated, and all letters of credit issued pursuant to the Existing Credit Facility Agreement
(other than the Existing Letters of Credit, which shall be deemed to be Letters of Credit issued under and subject to this Agreement or the Cash Flow Credit Agreement) shall have been terminated and the Administrative Agent shall have received
reasonably satisfactory evidence of the same. 
 (f) On the Closing Date and substantially concurrently with the incurrence of
Loans on such date, all security interests granted under the “Security Documents” (as defined in the Existing Credit Facility Agreement) shall have been terminated and released pursuant to release documentation reasonably satisfactory to
the Administrative Agent. 
 (g) The Agents shall have received all fees payable thereto or to any Lender on or prior to the
Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out of pocket expenses
(including reasonable and documented fees, out-of-pocket charges and disbursements of Davis Polk & Wardwell LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. 

(h) The Administrative Agent shall have received insurance certificates satisfying the requirements of Section 5.02 of this
Agreement. 
 (i) The Administrative Agent shall have received all documentation and other information required by regulatory
authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act. 
 (j) The Administrative Agent shall have received an executed Perfection Certificate dated as of the Closing Date. 
 (k) The Administrative Agent shall have received a Borrowing Base Certificate. 

(l) The Senior Lien Intercreditor Agreement shall have been executed and delivered by the respective parties thereto. 

(m) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings certifying that the Loan
Parties, on a consolidated basis, after giving effect to the Transactions to occur on the Closing Date, are solvent. 
 For
purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be
consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the
Closing Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing (if any). 

  
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 Section 4.03 Closing Date. This Agreement shall become effective on the first
day on which the Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party and, to the extent a Note is requested by any Lender, a signature page
to such Note, or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and, to
the extent a Note is requested by any Lender, a signature page to such Note. 
 ARTICLE 5 

AFFIRMATIVE COVENANTS 
 The Borrower covenants and agrees with each Lender that so long as this Agreement shall remain in effect (other than in respect of contingent indemnification and expense reimbursement obligations for
which no claim has been made) and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full and all Letters of
Credit have been canceled or have expired and all amounts drawn or paid thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, the Borrower will, and will cause each of the Material Subsidiaries to:

 Section 5.01 Existence; Businesses and Properties. (a) Do, or cause to be done, all things necessary to
preserve, renew and keep in full force and effect its legal existence, except, in the case of a Subsidiary of the Borrower, where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and except as otherwise
expressly permitted under Section 6.05; provided that the Borrower may liquidate or dissolve one or more Subsidiaries if the assets of such Subsidiaries to the extent they exceed estimated liabilities are acquired by the Borrower or a
Wholly Owned Subsidiary of the Borrower in such liquidation or dissolution; except that Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties and Domestic Subsidiaries may not be liquidated into Foreign
Subsidiaries. 
 (b) Except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, do or
cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, licenses and rights
with respect thereto necessary to the normal conduct of its business, and (ii) at all times maintain and preserve all property necessary to the normal conduct of its business and keep such property in good repair, working order and condition
and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith, if any, may be properly conducted at
all times (in each case except as expressly permitted by this Agreement). 
 Section 5.02 Insurance.
(a) Maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by similarly situated companies engaged in the same or similar businesses operating in the
same or similar locations and cause the Collateral Agent to be listed as a co-loss payee on property and casualty policies and as an additional insured on liability policies. 

  
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 (b) With respect to any Mortgaged Properties, if at any time the area in which the Premises
(as defined in the Mortgages) are located is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), obtain flood insurance in such reasonable total
amount as the Administrative Agent may from time to time reasonably require, and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as it may be amended from time to time.

 (c) In connection with the covenants set forth in this Section 5.02, it is understood and agreed that: 

(i) none of the Administrative Agent, the Lenders, the Issuing Bank and their respective agents or employees shall be
liable for any loss or damage insured by the insurance policies required to be maintained under this Section 5.02, it being understood that (A) the Loan Parties shall look solely to their insurance companies or any other parties other than
the aforesaid parties for the recovery of such loss or damage and (B) such insurance companies shall have no rights of subrogation against the Administrative Agent, the Lenders, any Issuing Bank or their agents or employees. If, however, the
insurance policies, as a matter of the internal policy of such insurer, do not provide waiver of subrogation rights against such parties, as required above, then each of Holdings and the Borrower, on behalf of itself and behalf of each of its
subsidiaries, hereby agrees, to the extent permitted by law, to waive, and further agrees to cause each of their Subsidiaries to waive, its right of recovery, if any, against the Administrative Agent, the Lenders, any Issuing Bank and their agents
and employees; and 
 (ii) the designation of any form, type or amount of insurance coverage by the
Administrative Agent under this Section 5.02 shall in no event be deemed a representation, warranty or advice by the Administrative Agent or the Lenders that such insurance is adequate for the purposes of the business of Holdings, the Borrower
and the Subsidiaries or the protection of their properties. 
 Section 5.03 Taxes. Pay and discharge promptly when
due all material Taxes, imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims which, if unpaid, might give rise to a Lien (other than a
Permitted Lien) upon such properties or any part thereof; provided, however, that such payment and discharge shall not be required with respect to any such Tax or claim so long as the validity or amount thereof shall be contested in
good faith by appropriate proceedings, and Holdings, the Borrower or the affected Subsidiary, as applicable, shall have set aside on its books reserves in accordance with GAAP with respect thereto. 

  
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 Section 5.04 Financial Statements, Reports, Etc. Furnish to the Administrative
Agent (and the Administrative Agent will promptly furnish such information to the Lenders): 
 (a) Within 90 days (or such other
time period as specified in the SEC’s rules and regulations for the filing of annual reports on Form 10-K), for each fiscal year (commencing with the fiscal year ending December 31, 2012), a consolidated balance sheet and related
statements of operations, cash flows and owners’ equity showing the financial position of the Borrower and the Subsidiaries as of the close of such fiscal year and the consolidated results of its operations during such year and, starting with
the fiscal year ending December 31, 2012, setting forth in comparative form the corresponding figures for the prior fiscal year, which consolidated balance sheet and related statements of operations, cash flows and owners’ equity shall be
audited by independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified as to scope of audit or as to the status of the Borrower or any Material Subsidiary as a going
concern) to the effect that such consolidated financial statements fairly present, in all material respects, the financial position and results of operations of the Borrower and the Subsidiaries on a consolidated basis in accordance with GAAP (it
being understood that the delivery by the Borrower of annual reports on Form 10-K of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(a) to the extent such annual reports include the information
specified herein); 
 (b) Within 45 days (or such other time period as specified in the SEC’s rules and regulations with
respect to non-accelerated filers for the filing of quarterly reports on Form 10-Q), for each of the first three fiscal quarters of each fiscal year, a consolidated balance sheet and related statements of operations and cash flows showing the
financial position of the Borrower and the Subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year and setting forth in comparative
form the corresponding figures for the corresponding periods of the prior fiscal year, all of which shall be in reasonable detail and which consolidated balance sheet and related statements of operations and cash flows shall be certified by a
Financial Officer of the Borrower, on behalf of the Borrower, as fairly presenting, in all material respects, the financial position and results of operations of the Borrower and the Subsidiaries on a consolidated basis in accordance with GAAP
(subject to normal year end audit adjustments and the absence of footnotes) (it being understood that the delivery by the Borrower of quarterly reports on Form 10-Q of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of
this Section 5.04(b) to the extent such quarterly reports include the information specified herein); 
 (c) (x)
concurrently with any delivery of financial statements under paragraphs (a) or (b) above, a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit H, (i) certifying that no Event of Default
or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) commencing with the fiscal quarter
ending June 30, 2012, setting forth computations in reasonable detail demonstrating compliance with Section 6.10, if then applicable, and demonstrating the calculation of Availability and Excess Availability as of the end of such fiscal
quarter, (iii) certifying a list of names of all Immaterial Subsidiaries, that each Subsidiary set forth on such list individually qualifies as an Immaterial Subsidiary and that all such Subsidiaries in the aggregate do not exceed the
limitation set forth in clause (b) of the definition of the term “Immaterial Subsidiary”, and (iv) certifying a list of names of all Unrestricted Subsidiaries and that each Subsidiary set forth on such list qualifies as an
Unrestricted Subsidiary and (y) concurrently with any delivery of financial statements under paragraph (a) above, if the accounting firm is not restricted from providing 

  
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such a certificate by its policies, a certificate of the accounting firm opining on or certifying such statements stating whether they obtained knowledge during the course of their examination of
such statements of any Default or Event of Default (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations); 
 (d) Promptly after the same become publicly available, copies of all periodic and other publicly available reports, proxy statements and, to the extent requested by the Administrative Agent, other
materials filed by Holdings, the Borrower or any of the Subsidiaries with the SEC, or after an initial public offering, distributed to its stockholders generally, as applicable; provided, however, that such reports, proxy statements,
filings and other materials required to be delivered pursuant to this clause (d) shall be deemed delivered for purposes of this Agreement when posted to the website of the Borrower; 

(e) Within 90 days after the beginning of each fiscal year (commencing with the fiscal year beginning January 1, 2013), a reasonably
detailed consolidated annual budget for such fiscal year (including a projected consolidated balance sheet of the Borrower and the Subsidiaries as of the end of the following fiscal year, and the related consolidated statements of projected cash
flow and projected income), including a description of underlying assumptions with respect thereto (collectively, the “Budget”), which Budget shall in each case be accompanied by the statement of a Financial Officer of the Borrower
substantially in the form of Exhibit I to the effect that, the Budget is based on assumptions believed by such Financial Officer to be reasonable as of the date of delivery thereof; 

(f) Promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings,
the Borrower or any of the Subsidiaries, or compliance with the terms of any Loan Document as in each case the Administrative Agent may reasonably request (in each case, for itself or on behalf of any Lender); 

(g) At any time (x) following the occurrence and during the continuance of an Availability Triggering Event, or (y) that Excess
Availability under the Revolving Facility is less than $15.0 million, monthly inventory reports, summaries of receivables and payables and information concerning aging of receivables and payables, in each case reasonably satisfactory to the
Administrative Agent; 
 (h) On or before the fifteenth Business Day of each month from and after the Closing Date, a Borrowing
Base Certificate from the Borrower substantially in the form of Exhibit B as of the last day of the immediately preceding month, with such supporting materials as the Administrative Agent shall reasonably request. Notwithstanding the
foregoing, after the occurrence and during the continuance of an Availability Triggering Event, the Borrower shall, if requested by the Administrative Agent, execute and deliver to the Administrative Agent Borrowing Base Certificates weekly on or
before the fifth Business Day following the end of the week. The Borrower may, at its option, deliver Borrowing Base Certificates more frequently than required by the foregoing provisions of this Section 5.04; 

(i) In the event that (i) in respect of the Senior Secured Notes, the Second Lien Notes or the Senior Subordinated Notes, and any
Refinancing Indebtedness with respect thereto, the rules and regulations of the SEC permit the Borrower, Holdings or any Parent of Entity to report 

  
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at Holdings’ or such Parent Entity’s level on a consolidated basis and (ii) Holdings or such Parent Entity, as the case may be, is not engaged in any business or activity, and does
not own any assets or have other liabilities, other than those incidental to its ownership directly or indirectly of the Equity Interests of the Borrower and the incurrence of Indebtedness for borrowed money (and, without limitation on the
foregoing, does not have any subsidiaries other than the Borrower and the Borrower’s Subsidiaries and any direct or indirect parent companies of the Borrower that are not engaged in any other business or activity and do not hold any other
assets or have any liabilities except as indicated above) such consolidated reporting at such Parent Entity’s level in a manner consistent with that described in paragraphs (a) and (b) of this Section 5.04 for the Borrower will
satisfy the requirements of such paragraphs; and 
 (j) Within 90 days after the beginning of each fiscal year, an updated
Perfection Certificate reflecting all changes since the date of the information most recently received pursuant to this paragraph (j) or Section 5.10(e). 
 Section 5.05 Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any
Responsible Officer of Holdings or the Borrower obtains actual knowledge thereof: 
 (a) any Event of Default or Default,
specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; 
 (b)
the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against
Holdings, the Borrower or any of the Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; 

(c) any other development specific to Holdings, the Borrower or any of the Subsidiaries that is not a matter of general public knowledge
and that has had, or would reasonably be expected to have, a Material Adverse Effect; and 
 (d) the occurrence of any ERISA
Event that, together with all other ERISA Events that have occurred, would reasonably be expected to have a Material Adverse Effect. 
 Section 5.06 Compliance with Laws. Comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so,
individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; provided that this Section 5.06 shall not apply to Environmental Laws, which are the subject of Section 5.09, or to laws
related to Taxes, which are the subject of Section 5.03. 
 Section 5.07 Maintaining Records; Access to Properties
and Inspections; Appraisals; Collateral Audits. 
 (a) Maintain all financial records in accordance with GAAP and, upon five
Business Days’ notice (or, if an Availability Triggering Event has occurred and is continuing, one Business Day’s notice), permit any authorized representatives of the Administrative Agent to visit, audit and inspect (including for
environmental matters) any of the properties of Holdings, 

  
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the Borrower or any of the Subsidiaries, including its and their financial and accounting records, and to make copies and take extracts therefrom, and subject to reasonable requirements of
confidentiality, including requirements imposed by law or contract, to discuss its and their affairs, finances and business with its and their officers and certified public accountants (so long as the Borrower has the opportunity to participate in
any discussions with such certified public accountants), at such reasonable times during normal business hours and without undue disruption to the business of the Borrower as often as may be reasonably requested, in each case at the expense of the
Borrower. If an Availability Triggering Event has occurred and is continuing, representatives of each Lender (at such Lender’s expense) will be permitted to accompany representatives of the Administrative Agent during each visit, inspection and
discussion conducted during the existence of such Availability Triggering Event. The Administrative Agent shall not conduct more than one Collateral Audit during such twelve month period unless an Availability Triggering Event has occurred and is
continuing; provided that the Administrative Agent may not conduct more than two Collateral Audits during any twelve month period (not to exceed one Collateral Audit per any three month period) unless an Event of Default has occurred and is
continuing. 
 (b) The Borrower shall provide to the Administrative Agent, upon request of the Administrative Agent and at the
expense of the Borrower, in any twelve month period, one appraisal or update thereof of any or all of the Collateral from one or more Acceptable Appraisers (as selected by the Borrower), and prepared in a form and on a basis reasonably satisfactory
to the Administrative Agent, such appraisal and/or update to include, without limitation, information required by applicable law and by the internal policies of the Lenders (including for environmental matters); provided that if an
Availability Triggering Event has occurred and is continuing, the Administrative Agent shall be entitled to receive up to two such appraisals in any twelve month period (not to exceed one appraisal per any three month period); provided,
further, that the foregoing limitations shall not apply if an Event of Default has occurred and is continuing. In addition, the Loan Parties shall have the right (but not the obligation), at their expense, at any time and from time to time
(but not more than twice per year) to provide the Administrative Agent with additional appraisals or updates thereof of any or all of the Collateral from one or more Acceptable Appraisers (as selected by the Borrower), and prepared in a form and on
a basis reasonably satisfactory to the Administrative Agent, in which case such appraisals or updates shall be used in connection with the determination of the Net Orderly Liquidation Value and the calculation of the Borrowing Base hereunder. In
connection with any appraisal requested by the Administrative Agent pursuant to this Section 5.07, the Loan Parties shall be given twenty days following such request by the Administrative Agent to choose and engage the Acceptable Appraiser
prior to the commencement of such appraisal. With respect to each appraisal made pursuant to this Section 5.07 after the Closing Date, (i) the Administrative Agent and the Loan Parties shall each be given a reasonable amount of time to
review and comment on a draft form of the appraisal prior to its finalization, and (ii) any adjustments to the Net Orderly Liquidation Value or the Borrowing Base hereunder as a result of such appraisal shall become effective 10 days following
the finalization of such appraisal. 
 Section 5.08 Use of Proceeds. Use the proceeds of the Revolving Facility
Loans and Swingline Loans, and request the issuance of Letters of Credit, solely for general corporate purposes (including, without limitation, for Permitted Business Acquisitions) and, on the Closing Date, up to the full amount of the Revolving
Facility, (a) to refinance (or discharge) the Refinanced Indebtedness, and (b) to pay the Transaction Expenses. 

  
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 Section 5.09 Compliance with Environmental Laws. Comply, and make reasonable
efforts to cause all lessees and other persons occupying their respective properties to comply, with all Environmental Laws applicable to their respective operations and properties; and obtain and renew all material authorizations and permits
required pursuant to Environmental Law for their respective operations and properties, in each case in accordance with Environmental Laws, except, in each case with respect to this Section 5.09, to the extent the failure to do so would not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 
 Section 5.10 Further
Assurances; Additional Security. (a) Execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings,
Mortgages and other documents), that may be required under any applicable law, or that the Collateral Agent may reasonably request, to satisfy the Collateral and Guarantee Requirement and to cause the Collateral and Guarantee Requirement to be and
remain satisfied, all at the expense of the Loan Parties and provide to the Collateral Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Collateral Agent as to the perfection and priority of the Liens created
or intended to be created by the Security Documents. 
 (b) If any asset (including any owned Real Property (other than owned
Real Property covered by paragraph (c) below) or improvements thereto or any interest therein) that has an individual fair market value in an amount greater than $3.0 million is acquired by Holdings, the Borrower or any other Loan Party after
the Closing Date or is owned by an entity at the time it becomes a Subsidiary Loan Party (in each case other than (x) assets constituting Collateral under a Security Document that become subject to the Lien of such Security Document upon
acquisition thereof, and (y) assets that are not required to become subject to Liens in favor of the Collateral Agent pursuant to Section 5.10(f) or the Security Documents), (i) notify the Collateral Agent thereof, (ii) if such
asset is comprised of Real Property, deliver to Collateral Agent an updated Schedule 1.01C reflecting the addition of such asset, and (iii) cause such asset to be subjected to a Lien securing the Obligations and take, and cause the
Subsidiary Loan Parties to take, such actions as shall be necessary or reasonably requested by the Collateral Agent to grant and perfect such Liens, including actions described in paragraph (a) of this Section, all at the expense of the Loan
Parties, subject to paragraph (f) below. 
 (c) Grant and cause each of the Subsidiary Loan Parties to grant to the
Collateral Agent security interests and mortgages in such owned Real Property of the Borrower or any such Subsidiary Loan Parties as are not covered by the original Mortgages, to the extent acquired after the Closing Date and having a fair market
value (as determined by the Borrower in good faith) at the time of acquisition in excess of $3.0 million pursuant to documentation substantially in the form of the Mortgages delivered to the Collateral Agent on or within 90 days of the Closing Date
or in such other form as is reasonably satisfactory to the Collateral Agent (each, an “Additional Mortgage”) and constituting valid and enforceable Liens subject to no other Liens except Permitted Liens, at the time of perfection
thereof, record or file, and cause each such Subsidiary to record or file, the Additional Mortgage or instruments related thereto in such manner and in such places as is required by law to establish, perfect, preserve and protect the Liens in favor
of 

  
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the Collateral Agent required to be granted pursuant to the Additional Mortgages and pay, and cause each such Subsidiary to pay, in full, all Taxes, fees and other charges payable in connection
therewith, in each case subject to paragraph (f) below. Unless otherwise waived by the Collateral Agent, with respect to each such Additional Mortgage, the Borrower shall deliver to the Collateral Agent contemporaneously therewith the other
requirements set forth in paragraph (h) and (i) of the Collateral and Guarantee Requirement. 
 (d) If any additional
direct or indirect Wholly-Owned Subsidiary of the Borrower is formed or acquired after the Closing Date (with any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Subsidiary being deemed to constitute the acquisition of a
Subsidiary) and if such Subsidiary is a Domestic Subsidiary that is not an Unrestricted Subsidiary or a CFC Holding Company (other than, at the Borrower’s option, Immaterial Subsidiaries), within ten Business Days after the date such
Wholly-Owned Subsidiary is formed or acquired, notify the Collateral Agent and the Lenders thereof and, within 20 Business Days after the date such Wholly-Owned Subsidiary is formed or acquired or such longer period as the Collateral Agent shall
agree, cause the Collateral and Guarantee Requirement to be satisfied with respect to such Wholly-Owned Subsidiary and with respect to any Equity Interest in or Indebtedness of such Wholly-Owned Subsidiary owned by or on behalf of any Loan Party,
subject to paragraph (f) below. 
 (e) (i) Furnish to the Collateral Agent prompt written notice of any change
(A) in any Loan Party’s corporate or organization name, (B) in any Loan Party’s identity or organizational structure, or (C) in any Loan Party’s organizational identification number; provided that the Borrower
shall not effect or permit any such change unless all filings have been made, or will have been made within any statutory period, under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all
times following such change to have a valid, legal and perfected security interest in all the Collateral for the benefit of the Secured Parties and (ii) promptly notify the Collateral Agent if any material portion of the Collateral is damaged
or destroyed. 
 (f) The Collateral and Guarantee Requirement, and the other provisions of this Section 5.10, need not be
satisfied with respect to (i) any Real Property held by the Borrower or any of the Subsidiaries as a lessee under a lease or that has an individual fair market value (as determined by the Borrower in good faith) in an amount less than $3.0
million, (ii) any vehicle, (iii) cash, (iv) any Equity Interests acquired after the Closing Date (other than Equity Interests in the Borrower or, in the case of any person which is a Subsidiary, Equity Interests in such person issued
or acquired after such person became a Subsidiary) in accordance with this Agreement if, and to the extent that, and for so long as (A) doing so would violate applicable law or a contractual obligation binding on such Equity Interests, and
(B) with respect to contractual obligations, such obligation existed at the time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such
Subsidiary, (v) any assets acquired after the Closing Date, to the extent that, and for so long as, taking such actions would violate applicable law or an enforceable contractual obligation binding on such assets that existed at the time of the
acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness of the type permitted pursuant to
Section 6.01(i) or Section 6.01(j) that is secured by a Permitted Lien), (vi) those assets as to 

  
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which the Administrative Agent shall reasonably determine that the costs of obtaining or perfecting such a security interest are excessive in relation to the value of the security to be afforded
thereby, or (vii) the assets or Equity Interests of any Special Purpose Receivables Subsidiary; provided that, upon the reasonable request of the Collateral Agent, Holdings and the Borrower shall, and shall cause any applicable
Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (iv) and (v) above. In addition, the Collateral and Guarantee Requirement and the provisions of
the Loan Documents shall not require any account control agreements or the taking of any other actions to perfect by control any security interest in any deposit accounts or security accounts, except as provided in Section 5.11. 

Notwithstanding anything to the contrary in this Agreement, the Security Documents, or any other Loan Document, (i) the
Administrative Agent may grant extensions of time for the requirements of creating or perfecting security interests in or the obtaining of title insurance, legal opinions, appraisals, flood insurance and surveys with respect to particular assets
(including extensions beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrower, that perfection or obtaining of such items
cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the other Loan Documents, (ii) Liens required to be granted from time to time pursuant to this Agreement
and the Security Documents shall be subject to exceptions and limitations set forth in the Security Documents and (iii) the Administrative Agent and the Borrower may make such modifications to the Mortgages, and execute and/or consent to such
easements, covenants, rights of way or similar instruments (and Administrative Agent may agree to subordinate the lien of any Mortgage to any such easement, covenant, right of way or similar instrument of record or may agree to recognize any tenant
pursuant to an agreement in a form and substance reasonably acceptable to the Administrative Agent), as are reasonable or necessary and otherwise permitted by this Agreement and the other Loan Documents. 

Section 5.11 Cash Management Systems; Application of Proceeds of Accounts. 

(a) Subject to Section 5.11(i), each Loan Party shall enter into a customary blocked account agreement, in form reasonably
satisfactory to the Administrative Agent (each, a “Blocked Account Agreement”), with the Collateral Agent and any Person with which such Loan Party maintains any deposit account or securities account used for the direct collection
of, or as a primary concentration account for, proceeds of Eligible Accounts of such Loan Party (each such account of a Loan Party subject to a Blocked Account Agreement, a “Blocked Account”), covering each such account maintained
with such Person. 
 (b) Each Blocked Account Agreement shall require, after the occurrence and during the continuance of an
Availability Triggering Event, the ACH or wire transfer no less frequently than once per Business Day (unless this Agreement has been terminated (other than in respect of contingent indemnification and expense reimbursement obligations for which no
claim has been made) and the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been
canceled or have expired and all amounts drawn thereunder have been reimbursed in full) of all available cash balances and cash receipts, 

  
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including the then contents or then entire available balance of each Blocked Account net of any minimum balance (not to exceed $50,000 per account) required by the bank at which such Blocked
Account is maintained to an account maintained by the Collateral Agent (the “Dominion Account”). 
 (c) Subject
to the Senior Lien Intercreditor Agreement, all collected amounts received in the Dominion Account shall be distributed and applied on a daily basis by the Administrative Agent in the order specified in Section 2.18(b). 

(d) [Reserved]. 

(e) The Loan Parties may close Blocked Accounts, and/or open new accounts of the type described in clause (a) above, subject to the
contemporaneous execution and delivery to the Collateral Agent of any Blocked Account Agreement required by the provisions of this Section 5.11 and otherwise reasonably satisfactory to the Administrative Agent. 

(f) The Dominion Account shall at all times be under the sole dominion and control of the Collateral Agent. 

(g) So long as no Availability Triggering Event has occurred and is continuing, the Loan Parties may direct, and shall have sole control
over, the manner of disposition of funds in the Blocked Accounts. 
 (h) Any amounts held or received in the Dominion Account
(including all interest and other earnings with respect thereto, if any) at any time (x) after this Agreement has been terminated (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has
been made) and the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been canceled or
have expired and all amounts drawn thereunder have been reimbursed in full), or (y) when all Availability Triggering Events have been cured, shall be remitted to the Loan Parties as the Borrower may direct. 

(i) If the Account Debtor in respect of any Eligible Account makes any payment to the applicable Loan Party via wire transfer, such Loan
Party shall direct the Account Debtor to make such payment to a Blocked Account. If any funds are received by any Loan Party from any Account Debtor in respect of any Eligible Account in an account that is not a Blocked Account, such Loan Party
shall cause such funds to be deposited into a Blocked Account as soon as reasonably practicable, and in any event within two Business Days of the receipt thereof. 
 (j) Notwithstanding anything herein to the contrary, it is understood and agreed that no blocked account or other control agreements shall be required with respect to (i) any disbursement or payroll
accounts of Holdings, the Borrower or any Subsidiary to the extent such accounts are not used for the purposes described in clause (a) above, (ii) any account which is not used as a primary concentration account for collection of proceeds
of Eligible Accounts or for the direct collection of such proceeds and (iii) any other accounts other than accounts of the type described in clause (a) above (including, without limitation, deposit accounts) with an individual average
monthly balance of less than $250,000.00 (provided that all such accounts included in this clause (iii) shall have an average monthly balance in the aggregate of no more than $1.0 million). 

  
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 (k) Notwithstanding anything herein to the contrary, the Loan Parties shall be deemed to be
in compliance with the requirements set forth in this Section 5.11 during the initial 90-day period commencing on the Closing Date to the extent that the Borrower uses commercially reasonable efforts to establish the arrangements above as
promptly as practicable, and in no event later than (i) the date that is 91 days following the Closing Date or (ii) such later date as the Administrative Agent, in its sole discretion, may agree. 

ARTICLE 6 

NEGATIVE COVENANTS 
 The Borrower covenants and agrees with each Lender that, so long as this Agreement shall remain in effect (other than in respect of contingent indemnification and expense reimbursement obligations for
which no claim has been made) and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid in full, and all Letters of Credit
have been canceled or have expired, and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, the Borrower will not, and will not permit any of the Material Subsidiaries to:

 Section 6.01 Indebtedness. Incur, create, assume or permit to exist any Indebtedness, except: 

(a) Indebtedness existing on the Closing Date and set forth on Schedule 6.01 and any Permitted Refinancing Indebtedness
incurred to Refinance such Indebtedness (other than intercompany indebtedness Refinanced with Indebtedness owed to a person not affiliated with the Borrower or any Subsidiary); 

(b) (i) Indebtedness created hereunder and under the other Loan Documents and (ii) Indebtedness under the “Loan Documents”
(as defined in the Cash Flow Credit Agreement) and any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; provided that the aggregate principal amount of Indebtedness at any time outstanding under this clause
(ii) shall not exceed $75,000,000; 
 (c) Indebtedness of the Borrower or any Subsidiary pursuant to Swap Agreements
permitted by Section 6.11; 
 (d) Indebtedness owed to (including obligations in respect of letters of credit or bank
guarantees or similar instruments for the benefit of) any person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrower or any Subsidiary, pursuant to
reimbursement or indemnification obligations to such person, in each case in the ordinary course of business; provided that upon the incurrence of Indebtedness with respect to reimbursement obligations regarding workers’ compensation
claims, such obligations are reimbursed not later than 30 days following such incurrence; 

  
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 (e) Indebtedness of the Borrower to Holdings or any Subsidiary and of any Subsidiary to
Holdings, the Borrower or any other Subsidiary; provided that (i) Indebtedness of any Subsidiary that is not a Subsidiary Loan Party owing to the Loan Parties shall be subject to Section 6.04(b), and (ii) Indebtedness of the
Borrower to Holdings or any Subsidiary and Indebtedness of any other Loan Party to Holdings or any Subsidiary that is not a Subsidiary Loan Party (the “Subordinated Intercompany Debt”) shall be subordinated in right of payment to
the Obligations on terms reasonably satisfactory to the Administrative Agent; 
 (f) Indebtedness in respect of performance
bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations, in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary
course of business; 
 (g) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or
similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; provided that (x) such Indebtedness (other than credit or purchase cards) is
extinguished within ten Business Days of notification to the Borrower of its incurrence, and (y) such Indebtedness in respect of credit or purchase cards is extinguished within 60 days from its incurrence; 

(h) (i) Indebtedness of a Subsidiary acquired after the Closing Date or an entity merged into or consolidated or amalgamated with
the Borrower or any Subsidiary after the Closing Date, and Indebtedness assumed in connection with the acquisition of assets, which Indebtedness in each case exists at the time of such acquisition, merger or consolidation or amalgamation and is not
created in contemplation of such event and where such acquisition, merger or consolidation or amalgamation is permitted by this Agreement, and (ii) any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; provided
that (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (B) immediately after giving effect to such acquisition, merger or consolidation or amalgamation, the assumption and incurrence of
any Indebtedness and any related transactions, the Borrower shall be in Pro Forma Compliance; 
 (i) Capital Lease Obligations,
mortgage financings and purchase money Indebtedness incurred by the Borrower or any Subsidiary prior to or within 270 days after the acquisition, lease or improvement of any property (real or personal, and whether through the direct purchase of
property or the Equity Interests of any person owning such property) permitted under this Agreement in order to finance the acquisition, lease or improvement of such property, and any Permitted Refinancing Indebtedness in respect thereof, in an
aggregate outstanding principal amount that at the time of, and after giving effect to, the incurrence thereof, together with the Remaining Present Value of outstanding leases permitted under Section 6.03, would not exceed the greater of $75.0
million and 5.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 5.04; 

(j) (i) Capital Lease Obligations, mortgage financings and purchase money Indebtedness incurred by the Borrower or any Subsidiary in
order to finance the acquisition, lease or improvement of any property (real or personal, and whether through the direct purchase 

  
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of property or the Equity Interests of any person owning such property) permitted under this Agreement in order to finance the acquisition, lease or improvement of such property, and any
Permitted Refinancing Indebtedness in respect thereof; provided that the Payment Conditions are satisfied at the time of the incurrence of such Indebtedness; and (ii) Capital Lease Obligations incurred by the Borrower or any Subsidiary
in respect of any Sale and Lease Back Transaction that is permitted under Section 6.03, and any Permitted Refinancing Indebtedness in respect thereof; 
 (k) other Indebtedness of the Borrower or any Subsidiary, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of $75.0
million and 5.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 5.04; 

(l) Indebtedness of the Borrower pursuant to (i) the Second Lien Notes in an aggregate principal amount that is not in excess of
$580.0 million, (ii) the Senior Subordinated Notes in an aggregate principal amount that is not in excess of $300.0 million, (iii) the Senior Secured Notes in an aggregate principal amount that is not in excess of $345.0 million, and
(iv) any Permitted Refinancing Indebtedness incurred to Refinance any such Indebtedness; 
 (m) Guarantees (i) by the
Subsidiary Loan Parties of the Indebtedness of the Borrower described in clause (ii) of paragraph (b) and paragraph (l) of this Section 6.01, so long as (x) the Liens securing the Guarantee of the obligations under the
“Loan Documents” (as defined in the Cash Flow Credit Agreement) or any Permitted Refinancing Indebtedness in respect thereof are subject to the Senior Lien Intercreditor Agreement and (y) the Guarantee of the Senior Subordinated Notes
or any Permitted Refinancing Indebtedness in respect thereof is subordinated in right of payment substantially on terms as set forth in the Senior Subordinated Notes Indenture with respect to the Senior Subordinated Notes and so long as any Liens
securing the Guarantee of the Second Lien Notes or any Permitted Refinancing Indebtedness in respect thereof are subject to the Junior Lien Intercreditor Agreement or another intercreditor agreement reasonably satisfactory to the Administrative
Agent reflecting that such Liens are junior in priority to the Lien of the Administrative Agent securing the Obligations under the Loan Documents, (ii) by the Borrower or any Subsidiary Loan Party of any Indebtedness of the Borrower or any
Subsidiary Loan Party permitted to be incurred under this Agreement, (iii) by the Borrower or any Subsidiary Loan Party of Indebtedness otherwise permitted hereunder of Holdings or any Subsidiary that is not a Subsidiary Loan Party to the
extent such Guarantees are permitted by Section 6.04 (other than Section 6.04(v)), (iv) by any Foreign Subsidiary of Indebtedness of another Foreign Subsidiary, and (v) by the Borrower of Indebtedness of Foreign Subsidiaries
incurred for working capital purposes in the ordinary course of business on ordinary business terms so long as such Indebtedness is permitted to be incurred under Section 6.01(s) to the extent such Guarantees are permitted by Section 6.04
(other than Section 6.04(v)); provided that Guarantees by the Borrower or any Subsidiary Loan Party under this Section 6.01(m) of any other Indebtedness of a person that is subordinated in right of payment to other Indebtedness of
such person shall be expressly subordinated in right of payment to the Obligations to at least the same extent as the Guarantee of the Senior Subordinated Notes is under the Senior Subordinated Notes Indenture; 

  
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 (n) Indebtedness arising from agreements of the Borrower or any Subsidiary providing for
indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with the Transactions and any Permitted Business Acquisition or the disposition of any business, assets or a
Subsidiary not prohibited by this Agreement, other than Guarantees of Indebtedness incurred by any person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; 

(o) Indebtedness in respect of (A) letters of credit, bank guarantees, warehouse receipts or similar instruments issued to support
performance obligations and trade letters of credit (other than obligations in respect of other Indebtedness) in the ordinary course of business, or (B) letters of credit issued in favor of the Swingline Lender or the Issuing Bank pursuant to
arrangements designed to eliminate the Swingline Lender’s or Issuing Bank’s risk with respect to a Defaulting Lender’s participation in Swingline Loans or Letters of Credit, respectively, as contemplated by Section 2.04(a) or
2.05(a), respectively; 
 (p) Indebtedness supported by a Letter of Credit, in a principal amount not in excess of the stated
amount of such Letter of Credit; 
 (q) Indebtedness consisting of (i) the financing of insurance premiums, or
(ii) take or pay obligations contained in supply arrangements, in each case, in the ordinary course of business; 
 (r)
Indebtedness consisting of Permitted Additional Debt and Permitted Refinancing Indebtedness in respect thereof so long as (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, and
(ii) immediately after giving effect to the issuance, incurrence or assumption of such Indebtedness, the Total Net First Lien Leverage Ratio on a Pro Forma Basis shall not be greater than 3.50 to 1.00; 

(s) Indebtedness of Foreign Subsidiaries in an aggregate amount not to exceed $50.0 million outstanding at any time; 

(t) unsecured Indebtedness in respect of obligations of the Borrower or any Subsidiary to pay the deferred purchase price of goods or
services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms (which require that all such payments be
made within 60 days after the incurrence of the related obligations) in the ordinary course of business and not in connection with the borrowing of money or any Swap Agreements; 

(u) Indebtedness representing deferred compensation to employees of the Borrower or any Subsidiary incurred in the ordinary course of
business; 
 (v) Indebtedness in connection with Permitted Receivables Financings; provided that after giving effect to
such Indebtedness the Borrower shall be in compliance with Section 2.11(b); 
 (w) other unsecured Indebtedness of the
Borrower and the Subsidiaries; provided that the Payment Conditions are satisfied at the time of the incurrence of such Indebtedness; provided, further, that the weighted average life to maturity of such Indebtedness shall be at
least six months later than the Revolving Facility Maturity Date; 

  
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 (x) Indebtedness of the Borrower and the Subsidiaries incurred under lines of credit or
overdraft facilities (including, but not limited to, intraday, ACH and purchasing card/T&E services and other services of the type described in the definition of Cash Management Obligations) extended by one or more financial institutions
reasonably acceptable to the Administrative Agent or one or more of the Lenders and (in each case) established for the Borrower’s and the Subsidiaries’ ordinary course of operations; 

(y) [reserved]; 

(z) Indebtedness consisting of Permitted Additional Refinancing Debt and any Permitted Refinancing Indebtedness in respect thereof;

 (aa) all premium (if any, including tender premiums), defeasance costs, interest (including post-petition interest), fees,
expenses, charges and additional or contingent interest on obligations described in paragraphs (a) through (z) above. 

Section 6.02 Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock or other
securities of any person, including the Borrower and any Subsidiary) at the time owned by it, or on any income or revenues or rights in respect of any thereof, except the following (collectively, “Permitted Liens”): 

(a) Liens on property or assets of the Borrower and the Subsidiaries existing on the Closing Date (or created following the Closing Date
pursuant to agreements in existence on the Closing Date requiring the creation of such Liens) and, in each case, set forth on Schedule 6.02(a) or, to the extent not listed in such Schedule 6.02(a), where such property or assets
have a fair market value that does not exceed $10.0 million in the aggregate, and any modifications, replacements, renewals or extensions thereof; provided that such Liens shall secure only those obligations that they secure on the Closing
Date (and any Permitted Refinancing Indebtedness in respect of such obligations permitted by Section 6.01(a)) and shall not subsequently apply to any other property or assets of the Borrower or any Subsidiary other than (A) after-acquired
property that is affixed or incorporated into the property covered by such Lien, and (B) proceeds and products thereof; 

(b) any Lien created under the Loan Documents (including Liens under the Security Documents securing the Secured Swap Obligations and the
Cash Management Obligations) or permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage; 
 (c)
any Lien on any property or asset of the Borrower or any Subsidiary securing Indebtedness or Permitted Refinancing Indebtedness permitted by Section 6.01(h); provided that such Lien (i) does not apply to any other property or assets
of the Borrower or any of the Subsidiaries not securing such Indebtedness at the date of the acquisition of such property or asset (other than after acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to
such date and which Indebtedness and other obligations are permitted hereunder that require a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement


  
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would not have applied but for such acquisition or to any Accounts or Inventory of any person that is or becomes a Loan Party), (ii) such Lien is not created in contemplation of or in
connection with such acquisition and (iii) in the case of a Lien securing Permitted Refinancing Indebtedness, any such Lien is permitted, subject to compliance with clause (e) of the definition of the term “Permitted Refinancing
Indebtedness;” 
 (d) Liens for Taxes, assessments or other governmental charges or levies not yet delinquent or that are
being contested in compliance with Section 5.03; 
 (e) Liens imposed by law (other than Liens for Taxes), including
landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or other like Liens arising in the ordinary course of business and securing obligations that are not overdue by more than 30
days or that are being contested in good faith by appropriate proceedings and in respect of which, if applicable, the Borrower or any Subsidiary shall have set aside on its books reserves in accordance with GAAP; 

(f) (i) pledges and deposits and other Liens made in the ordinary course of business in compliance with the Federal Employers
Liability Act or any other workers’ compensation, unemployment insurance and other social security laws or regulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such
obligations, and (ii) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers
providing property, casualty or liability insurance to the Borrower or any Subsidiary; 
 (g) deposits and other Liens to secure
the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance and return of money bonds, bids, leases, government contracts, trade
contracts, agreements with utilities, and other obligations of a like nature (including letters of credit in lieu of any such bonds or to support the issuance thereof) incurred in the ordinary course of business, including those incurred to secure
health, safety and environmental obligations in the ordinary course of business; 
 (h) zoning restrictions, survey exceptions,
easements, trackage rights, leases (other than Capital Lease Obligations), licenses, special assessments, rights-of-way covenants, conditions, restrictions and declarations on or with respect to the use of Real Property, servicing agreements,
development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business and title defects or irregularities that are of a minor nature and that, in the aggregate, do not interfere in any material
respect with the ordinary conduct of the business of the Borrower or any Subsidiary, and Liens arising out of timber cutting, hauling or sales contracts; 
 (i) Liens securing Indebtedness permitted by Section 6.01(i) and Section 6.01(j); 
 (j) Liens arising out of capitalized lease transactions permitted under Section 6.03, so long as such Liens attach only to the property sold and being leased in such transaction and any accessions
thereto or proceeds thereof and related property; 

  
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 (k) Liens securing judgments that do not constitute an Event of Default under
Section 8.01(j); provided that such Liens, to the extent that they secure aggregate amounts of more than $50.0 million, shall be discharged within 60 days of the creation thereof; 

(l) Liens disclosed on the final title insurance policies delivered on or subsequent to the Closing Date and pursuant to
Section 5.10 and any replacement, extension or renewal of any such Lien; provided that such replacement, extension or renewal Lien shall not cover any property other than the property that was subject to such Lien prior to such
replacement, extension or renewal; provided, further, that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted by this Agreement; 

(m) any interest or title of a lessor or sublessor under any leases or subleases entered into by the Borrower or any Subsidiary in the
ordinary course of business; 
 (n) Liens that are contractual rights of set off (i) relating to the establishment of
depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred
in the ordinary course of business of the Borrower or any Subsidiary, or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Subsidiary in the ordinary course of business; 

(o) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set off or similar
rights; 
 (p) Liens securing obligations in respect of trade related letters of credit, bank guarantees or similar obligations
permitted under Section 6.01(f), (k) or (o) and covering the property (or the documents of title in respect of such property) financed by such letters of credit, bank guarantees or similar obligations and the proceeds and products
thereof; 
 (q) leases or subleases, licenses or sublicenses (including with respect to intellectual property and software)
granted to others in the ordinary course of business not interfering in any material respect with the business of the Borrower and the Subsidiaries, taken as a whole; 
 (r) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; 

(s) Liens solely on any cash earnest money deposits made by the Borrower or any of the Subsidiaries in connection with any letter of
intent or purchase agreement in respect of any Investment permitted hereunder; 
 (t) Liens with respect to property or assets
of any Foreign Subsidiary securing Indebtedness permitted under Section 6.01; 
 (u) [reserved]; 

(v) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business;


  
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 (w) agreements to subordinate any interest of the Borrower or any Subsidiary in any accounts
receivable or other proceeds arising from inventory consigned by the Borrower, or any of the Subsidiaries pursuant to an agreement entered into in the ordinary course of business; 

(x) Liens arising from precautionary Uniform Commercial Code financing statements regarding operating leases or consignments entered into
in connection with any transaction otherwise permitted under this Agreement; 
 (y) Liens on Equity Interests in joint ventures
(i) securing obligations of such joint venture, or (ii) pursuant to the relevant joint venture agreement or arrangement; 
 (z) Liens on securities that are the subject of repurchase agreements constituting Permitted Investments under clause (c) of the definition thereof; 

(aa) (i) Liens arising under the Second Lien Note Documents, (ii) Liens securing Indebtedness incurred pursuant to
Section 6.01(r) and (iii) Liens securing Indebtedness incurred pursuant to Section 6.01(z) and, in each case, Permitted Refinancing Indebtedness in respect thereof; provided that (x) any such Lien on the ABL Priority
Collateral shall be junior to the Liens in favor of the Lenders under the Loan Documents pursuant to the Senior Lien Intercreditor Agreement (or another intercreditor agreement reasonably satisfactory to the Administrative Agent not less favorable
in any material respect to the Lenders than the Senior Lien Intercreditor Agreement) or the Junior Lien Intercreditor Agreement and (y) no such Lien on the Notes Priority Collateral shall be senior to the Liens in favor of the Lenders under the
Loan Documents; 
 (bb) Liens in respect of Permitted Receivables Financings that extend only to the receivables subject
thereto; 
 (cc) Liens on goods or inventory the purchase, shipment or storage price of which is financed by a documentary
letter of credit, bank guarantee or bankers’ acceptance issued or created for the account of the Borrower or any Subsidiary in the ordinary course of business; provided that such Lien secures only the obligations of the Borrower or such
Subsidiaries in respect of such letter of credit, bank guarantee or banker’s acceptance to the extent permitted under Section 6.01; 
 (dd) Liens securing insurance premiums financing arrangements; provided that such Liens are limited to the applicable unearned insurance premiums; 

(ee) Liens in favor of the Borrower or any Subsidiary Loan Party; 

(ff) other Liens with respect to property or assets of the Borrower or any Subsidiary securing obligations in an aggregate principal
amount outstanding at any time not to exceed $25.0 million; 
 (gg) Liens on not more than $20.0 million of deposits securing
Swap Agreements; 
 (hh) other Liens so long as, after giving effect to any such Lien and the incurrence of any Indebtedness
incurred at the time such Lien is created or incurred, the Adjusted Total Net 

  
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First Lien Leverage Ratio on a Pro Forma Basis shall not be greater than 3.00 to 1.00 and at the time of the incurrence of such Lien and after giving effect thereto, no Default or Event of
Default shall have occurred and be continuing or would result therefrom; provided that any such Lien on the ABL Priority Collateral shall be junior to the Liens in favor of the Lenders under the Loan Documents pursuant to the Senior Lien
Intercreditor Agreement (or another intercreditor agreement reasonably satisfactory to the Administrative Agent not less favorable in any material respect to the Lenders than the Senior Lien Intercreditor Agreement) or the Junior Lien Intercreditor
Agreement; provided, further, that, for purposes of this clause (hh), with respect to Liens securing Indebtedness incurred to Refinance, refund or otherwise retire for value in whole or in part (i) the Second Lien Notes,
(ii) the Senior Subordinated Notes or (iii) the Holdco Debt, at the time of incurrence and after giving Pro Forma effect thereto, the Adjusted Total Net First Lien Leverage Ratio on a Pro Forma Basis shall not be greater than 2.50 to 1.00;

 (ii) [Reserved] 
 (jj) Liens on the Collateral securing Indebtedness permitted by Section 6.01(b)(ii) or Section 6.01(l)(iii) (together with any Permitted Refinancing Indebtedness in respect thereof);
provided that any such Lien shall be subject to the Senior Lien Intercreditor Agreement (and, for the avoidance of doubt, any such Liens on the ABL Priority Collateral shall be junior to the Liens in favor of the Lenders under the Loan
Documents); 
 (kk) [Reserved]; or 
 (ll) Liens on the Collateral that are junior in priority to the Liens in favor of the Lenders on terms no less favorable taken as a whole than those in the Junior Lien Intercreditor Agreement. 

Section 6.03 Sale and Lease Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it
shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or
purposes as the property being sold or transferred (a “Sale and Lease Back Transaction”); provided that a Sale and Lease Back Transaction shall be permitted (a) with respect to property owned (i) by the Borrower or
any Domestic Subsidiary that is acquired after the Closing Date so long as such Sale and Lease Back Transaction is consummated within 180 days of the acquisition of such property, or (ii) by any Foreign Subsidiary regardless of when such
property was acquired, and (b) with respect to any property owned by the Borrower or any Domestic Subsidiary, if at the time the lease in connection therewith is entered into, and after giving effect to the entering into of such lease, the
Remaining Present Value of such lease, together with the Remaining Present Value of outstanding leases previously entered into under this Section 6.03(b), would not exceed the greater of $75.0 million and 5.0% of Consolidated Total Assets as of
the end of the fiscal quarter immediately prior to the date the lease was entered into for which financial statements have been delivered pursuant to Section 5.04. 
 Section 6.04 Investments, Loans and Advances. Purchase, hold or acquire (including pursuant to any merger, consolidation or amalgamation with a person that is not a Wholly Owned Subsidiary
immediately prior to such merger, consolidation or amalgamation) any Equity 

  
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Interests, evidences of Indebtedness or other securities of, make or permit to exist any loans or advances to or Guarantees of the obligations of, or make or permit to exist any investment or any
other interest in (each, an “Investment”), any other person, except: 
 (a) the Transactions; 

(b) (i) Investments by the Borrower or any Subsidiary in the Equity Interests of the Borrower or any Subsidiary;
(ii) intercompany loans from the Borrower or any Subsidiary to the Borrower or any Subsidiary; and (iii) Guarantees by the Borrower or any Subsidiary Loan Party of Indebtedness otherwise expressly permitted hereunder of the Borrower or any
Subsidiary; provided that the sum of (A) Investments (valued at the time of the making thereof and without giving effect to any write downs or write offs thereof) made after the Closing Date by the Loan Parties pursuant to
clause (i) in Subsidiaries that are not Subsidiary Loan Parties, plus (B) net intercompany loans made after the Closing Date to Subsidiaries that are not Subsidiary Loan Parties pursuant to clause (ii), plus
(C) Guarantees of Indebtedness after the Closing Date of Subsidiaries that are not Subsidiary Loan Parties pursuant to clause (iii), shall not exceed an aggregate net amount equal to $20.0 million (plus any return of capital
actually received by the respective investors in respect of Investments theretofore made by them pursuant to this paragraph (b)); provided, further, that (x) intercompany current liabilities incurred in the ordinary course of
business in connection with the cash management operations of the Borrower and the Subsidiaries, and (y) intercompany loans, advances or Indebtedness having a term not exceeding 364 days (inclusive of any roll-overs or extensions of terms) and
made in the ordinary course of business consistent with past practice shall not be included in calculating the limitation in this paragraph at any time; 
 (c) Permitted Investments and Investments that were Permitted Investments when made; 
 (d) Investments arising out of the receipt by the Borrower or any Subsidiary of non-cash consideration for the sale of assets permitted under Section 6.05; 

(e) loans and advances to officers, directors, employees or consultants of the Borrower or any Subsidiary (i) in the ordinary course
of business not to exceed $5.0 million in the aggregate at any time outstanding (calculated without regard to write downs or write offs thereof), (ii) in respect of payroll payments and expenses in the ordinary course of business and
(iii) in connection with such person’s purchase of Equity Interests of Holdings (or any direct or indirect parent of Holdings) solely to the extent that the amount of such loans and advances shall be contributed to the Borrower in cash as
common equity; 
 (f) accounts receivable, security deposits and prepayments arising and trade credit granted in the ordinary
course of business and any assets or securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and any prepayments and other
credits to suppliers made in the ordinary course of business; 
 (g) Swap Agreements permitted pursuant to Section 6.11;


  
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 (h) Investments existing on, or contractually committed as of, the Closing Date and set
forth on Schedule 6.04 and any extensions, renewals or reinvestments thereof, so long as the aggregate amount of all Investments pursuant to this clause (h) is not increased at any time above the amount of such Investment existing
on the Closing Date (other than pursuant to an increase as required by the terms of any such Investment as in existence on the Closing Date); 
 (i) Investments resulting from pledges and deposits under Sections 6.02(f), (g), (k), (s), (v) and (gg); 
 (j) other Investments by the Borrower or any Subsidiary in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) not to exceed
$25.0 million (plus any returns of capital actually received by the respective investor in respect of investments theretofore made by it pursuant to this paragraph (j)); provided that if any Investment pursuant to this clause
(j) is made in any person that is not a Subsidiary of the Borrower at the date of the making of such Investment and such person becomes a Subsidiary of the Borrower after such date, such Investment shall thereafter be deemed to have been made
pursuant to clause (b) above and shall cease to have been made pursuant to this clause (j) for so long as such person continues to be a Subsidiary of the Borrower; 
 (k) Investments constituting Permitted Business Acquisitions; 
 (l) intercompany
loans between Foreign Subsidiaries and Guarantees by Foreign Subsidiaries permitted by Section 6.01(m); 
 (m) Investments
received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with or judgments against, customers and suppliers, in each case in the ordinary course of business or Investments acquired by the
Borrower as a result of a foreclosure by the Borrower or any of the Subsidiaries with respect to any secured Investments or other transfer of title with respect to any secured Investment in default; 

(n) Investments of a Subsidiary acquired after the Closing Date or of an entity merged into, or consolidated or amalgamated with the
Borrower or merged into or consolidated or amalgamated with a Subsidiary after the Closing Date, in each case, (i) to the extent permitted under this Section 6.04 and, (ii) in the case of any acquisition, merger or consolidation or
amalgamation, in accordance with Section 6.05, and (iii) to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation or amalgamation and were in existence on the
date of such acquisition, merger or consolidation or amalgamation; 
 (o) acquisitions by the Borrower of obligations of one or
more officers or other employees of Holdings, any Parent Entity, the Borrower or the Subsidiaries in connection with such officer’s or employee’s acquisition of Equity Interests of Holdings or any Parent Entity, so long as no cash is
actually advanced by the Borrower or any of the Subsidiaries to such officers or employees in connection with the acquisition of any such obligations; 

  
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 (p) Guarantees by the Borrower or any Subsidiary of operating leases (other than Capital
Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into by the Borrower or any Subsidiary in the ordinary course of business; 
 (q) Investments to the extent that payment for such Investments is made with Equity Interests of Holdings (or any direct or indirect parent of Holdings); 

(r) Investments in the equity interests of one or more newly formed persons that are received in consideration of the contribution by
Holdings, the Borrower or the applicable Subsidiary of assets (including Equity Interests and cash) to such person or persons; provided that (i) the fair market value of such assets, determined on an arm’s-length basis, so
contributed pursuant to this paragraph (r) shall not in the aggregate exceed $12.0 million, and (ii) in respect of each such contribution, a Responsible Officer of the Borrower shall certify, in a form to be agreed upon by the Borrower and
the Administrative Agent (x) after giving effect to such contribution, no Default or Event of Default shall have occurred and be continuing, (y) the fair market value of the assets so contributed, and (z) that the requirements of
paragraph (i) of this proviso remain satisfied; 
 (s) Investments consisting of the redemption, purchase, repurchase or
retirement of any Equity Interests permitted under Section 6.06; 
 (t) Investments in the ordinary course of business
consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers consistent with past practices; 

(u) Investments in Foreign Subsidiaries not to exceed $12.0 million in the aggregate, as valued at the fair market value of such
Investment at the time such Investment is made; 
 (v) Guarantees permitted under Section 6.01 (except to the extent such
Guarantee is expressly subject to Section 6.04); 
 (w) advances in the form of a prepayment of expenses, so long as such
expenses are being paid in accordance with customary trade terms of the Borrower or such Subsidiary; 
 (x) Investments by
Borrower and the Subsidiaries, including loans and advances to any direct or indirect parent of the Borrower, if the Borrower or any other Subsidiary would otherwise be permitted to make a dividend or distribution in such amount (provided
that the amount of any such Investment shall also be deemed to be a distribution under the appropriate clause of Section 6.06 for all purposes of this Agreement); 
 (y) Investments arising as a result of Permitted Receivables Financings; 
 (z)
Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other persons; 
 (aa) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property in each case in the
ordinary course of business; 

  
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 (bb) Investments received substantially contemporaneously in exchange for Equity Interests
of the Borrower; 
 (cc) Investments in joint ventures not in excess of $12.0 million in the aggregate; provided that if
any Investment pursuant to this paragraph (cc) is made in any person that is not a Subsidiary of the Borrower at the date of the making of such Investment and such person becomes a Subsidiary of the Borrower after such date, such Investment shall
thereafter be deemed to have been made pursuant to paragraph (b) above and shall cease to have been made pursuant to this paragraph (cc) for so long as such person continues to be a Subsidiary of the Borrower; and 

(dd) in addition to the foregoing Investments, the Borrower and the Subsidiaries may make additional Investments; provided that,
at the time such Investment is made, the Payment Conditions are satisfied. 
 The amount of Investments that may be made at any
time pursuant to Section 6.04(b) or 6.04(j) (such Sections, the “Related Sections”) may, at the election of the Borrower, be increased by the amount of Investments that could be made at such time under the other Related
Section; provided that the amount of each such increase in respect of one Related Section shall be treated as having been used under the other Related Section. 
 Section 6.05 Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or
sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of the
Borrower or any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person or any division, unit or business of any person, except that this
Section shall not prohibit: 
 (a) (i) the purchase and sale of inventory in the ordinary course of business by the
Borrower or any Subsidiary, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business by the Borrower or any Subsidiary, (iii) the sale of surplus, obsolete, damaged or worn out
equipment or other property in the ordinary course of business by the Borrower or any Subsidiary, or (iv) the sale of Permitted Investments in the ordinary course of business; 

(b) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing or would
result therefrom, (i) the merger, consolidation or amalgamation of any Subsidiary into (or with) the Borrower in a transaction in which the Borrower is the survivor, (ii) the merger, consolidation or amalgamation or consolidation of any
Subsidiary into or with any Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a Subsidiary Loan Party and, in the case of each of clauses (i) and (ii), no person other than the Borrower or Subsidiary Loan
Party receives any consideration, (iii) the merger or consolidation of any Subsidiary that is not a Subsidiary Loan Party into or with any other Subsidiary that is not a Subsidiary Loan Party, (iv) the liquidation or dissolution or change
in form of entity of any Subsidiary (other than the Borrower) if the 

  
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Borrower determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, or
(v) any Subsidiary may merge, consolidate or amalgamate with any other person in order to effect an Investment permitted pursuant to Section 6.04 so long as the continuing or surviving person shall be a Subsidiary, which shall be a Loan
Party if the merging, consolidating or amalgamating Subsidiary was a Loan Party and which together with each of its subsidiaries shall have complied with the requirements of Section 5.10; 

(c) sales, transfers, leases or other dispositions to the Borrower or a Subsidiary (upon voluntary liquidation or otherwise);
provided that any sales, transfers, leases or other dispositions by a Loan Party to a Subsidiary that is not a Subsidiary Loan Party in reliance on this paragraph (c) shall be made in compliance with Section 6.07, and shall
(x) be made at a time when the Payment Conditions are satisfied, or (y) not in the aggregate exceed, in any fiscal year of the Borrower, 5.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of
such sale, transfer, lease or other disposition for which financial statements have been delivered pursuant to Section 5.04; provided that (i) with respect to any sale, transfer, lease or other disposition made under this clause
(y), no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) immediately after giving effect to any sale, transfer, lease or other disposition made under this clause (y), the aggregate Revolving
Facility Credit Exposure shall not exceed the Borrowing Base; 
 (d) Sale and Lease Back Transactions permitted by
Section 6.03; 
 (e) Investments permitted by Section 6.04, Permitted Liens, and dividends permitted by
Section 6.06 and Capital Expenditures; 
 (f) the sale of defaulted receivables in the ordinary course of business and not
as part of an accounts receivables financing transaction; 
 (g) sales, transfers, leases, licenses or other dispositions of
assets not otherwise permitted by this Section 6.05; provided that (i) the aggregate gross proceeds (including non-cash proceeds) of any or all assets sold, transferred, leased, licensed or otherwise disposed of in reliance upon
this paragraph (g) shall not exceed, in any fiscal year of the Borrower, the greater of (x) $125 million, and (y) 8.5% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence
for which financial statements have been delivered pursuant to Section 5.04, (ii) no Default or Event of Default exists or would result therefrom, and (iii) with respect to any such sale, transfer, lease or other disposition with
aggregate gross proceeds (including non-cash proceeds) in excess of $10.0 million, immediately after giving effect thereto, the Payment Conditions shall be satisfied; 
 (h) Permitted Business Acquisitions (including any merger or consolidation or amalgamation in order to effect a Permitted Business Acquisition); provided that following any such merger or
consolidation or amalgamation, (i) involving the Borrower, the Borrower is the surviving corporation, (ii) involving a Domestic Subsidiary, the surviving or resulting entity shall be a Wholly Owned Subsidiary, and (iii) involving a
Foreign Subsidiary, the surviving or resulting entity shall be a Wholly Owned Subsidiary; 

  
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 (i) leases, licenses, or subleases or sublicenses of any real or personal property in the
ordinary course of business; 
 (j) sales, leases or other dispositions of inventory of the Borrower and the Subsidiaries
determined by the management of the Borrower to be no longer useful or necessary in the operation of the business of the Borrower or any of the Subsidiaries; 
 (k) acquisitions and purchases made with the proceeds of any Asset Sale; provided that such Investment constitutes a Permitted Business Acquisition or the acquisition of assets useful in the
business of the Borrower and the Subsidiaries; 
 (l) the purchase and sale or other transfer (including by capital
contribution) of Receivables Assets pursuant to Permitted Receivables Financings; and 
 (m) any exchange of assets for services
and/or other assets of comparable or greater value; provided that (i) at least 90% of the consideration received by the transferor consists of assets that will be used in a business or business activity permitted hereunder, (ii) in
the event of a swap with a fair market value in excess of $10.0 million, the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower with respect to such fair market value, and (iii) in the event of a
swap with a fair market value in excess of $20.0 million, such exchange shall have been approved by at least a majority of the Board of Directors of Holdings or the Borrower; provided, further, that (A) the aggregate gross
consideration (including exchange assets, other non-cash consideration and cash proceeds) of any or all assets exchanged in reliance upon this paragraph (m) shall not exceed, in any fiscal year of the Borrower, the greater of $125.0 million and
8.5% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 5.04(b), (B) no Default or Event of Default
exists or would result therefrom and (C) with respect to any such exchange with aggregate gross consideration in excess of $10.0 million, immediately after giving effect thereto, the Borrower shall be in Pro Forma Compliance. 

Notwithstanding anything to the contrary contained in Section 6.05 above, (i) no sale, transfer or other disposition of assets
shall be permitted by this Section 6.05 (other than sales, transfers, leases, licenses or other dispositions to Loan Parties pursuant to paragraph (c) hereof) unless such disposition is for fair market value, (ii) no sale, transfer or
other disposition of assets shall be permitted by paragraph (a) or (d) of this Section 6.05 unless such disposition is for at least 75% cash consideration, and (iii) no sale, transfer or other disposition of assets in excess of
$10 million shall be permitted by paragraph (g) of this Section 6.05 unless such disposition is for at least 75% cash consideration; provided that the provisions of clause (ii) shall not apply to any individual transaction
or series of related transactions involving assets with a fair market value of less than $10.0 million or to other transactions involving assets with a fair market value of not more than the greater of $45.0 million and 3.0% of Consolidated Total
Assets in the aggregate for all such transactions during the term of this Agreement; provided, further, that for purposes of clause (iii), (a) the amount of any liabilities (as shown on the Borrower’s or any
Subsidiary’s most recent balance sheet or in the notes thereto) of the Borrower or any Subsidiary of the Borrower that is assumed by the transferee of any such assets shall be deemed to be cash (other than any such liabilities that are by their
terms subordinated in right of payment to the 

  
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Obligations), (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such
Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received), and (c) any Designated Non-Cash Consideration received by the Borrower or any of the Subsidiaries in such Asset Sale having an aggregate fair
market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed $35.0 million at the time of the receipt of such Designated Non-Cash
Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value) shall be deemed to be cash. To the extent that any Collateral
is disposed of in a transaction expressly permitted by this Section 6.05 to any person other than Holdings, the Borrower or any Subsidiary Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and
the Administrative Agent shall take, and shall be authorized by each Lender to take, any actions reasonably requested by the Borrower in order to evidence the foregoing. 
 Section 6.06 Dividends and Distributions. Declare or pay any dividend or make any other distribution (by reduction of capital or otherwise), whether in cash, property, securities or a
combination thereof, with respect to any of its Equity Interests (other than dividends and distributions on Equity Interests payable solely by the issuance of additional Equity Interests (other than Disqualified Stock) of the person paying such
dividends or distributions) or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any Subsidiary to purchase or acquire) any of its Equity Interests or set aside any amount for any such purpose (other than
through the issuance of additional Equity Interests (other than Disqualified Stock) of the person redeeming, purchasing, retiring or acquiring such shares); provided, however, that: 

(a) any Subsidiary of the Borrower may declare and pay dividends to, repurchase its Equity Interests from or make other distributions to
the Borrower or to any Wholly Owned Subsidiary of the Borrower (or, in the case of non-Wholly Owned Subsidiaries, to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary and to each other owner of Equity Interests of
such Subsidiary on a pro rata basis (or more favorable basis from the perspective of the Borrower or such Subsidiary) based on their relative ownership interests so long as any repurchase of its Equity Interests from a person that is not the
Borrower or a Subsidiary is permitted under Section 6.04); 
 (b) the Borrower may declare and pay dividends or make other
distributions to Holdings in respect of (i) overhead, legal, accounting and other professional fees and expenses of Holdings or any Parent Entity, (ii) fees and expenses related to any public offering or private placement of debt or equity
securities of Holdings or any Parent Entity whether or not consummated, (iii) franchise taxes and other fees, taxes and expenses in connection with the maintenance of its existence and its (or any Parent Entity’s indirect) ownership of the
Borrower, (iv) payments permitted by Section 6.07(b) (other than Section 6.07(b)(vii)), (v) (x) with respect to each tax year or portion thereof that the Borrower qualifies as a Flow Through Entity, the Borrower may declare
and pay dividends or make other distributions to the holders of Equity Interests of the Borrower (or to any direct or indirect parent of the Borrower or holders of Equity Interests in such parent); and (y) with respect to any tax year or
portion thereof that the Borrower does not qualify as a Flow Through Entity, the Borrower may declare and pay dividends or make 

  
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other distributions to any direct or indirect parent company of the Borrower that files a consolidated U.S. federal, state or local income tax return that includes the Borrower and the
Subsidiaries, in each case in an amount not to exceed the amount that the Borrower and the Subsidiaries would have been required to pay in respect of federal, state or local income taxes (as the case may be) payable on such returns in respect of
such year if the Borrower and the Subsidiaries paid such taxes directly as a stand-alone taxpayer (or stand-alone group) (and deeming the Borrower to be a taxpaying corporation and parent of a group if it is a Flow Through Entity), and
(vi) customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees of Holdings or any Parent Entity, in each case in order to permit Holdings or any Parent Entity to make such payments;
provided that in the case of clauses (i), (ii) and (iii), the amount of such dividends and distributions shall not exceed the portion of any amounts referred to in such clauses (i), (ii) and (iii) that are allocable to the
Borrower and the Subsidiaries (which shall be 100% for so long as Holdings or such Parent Entity, as the case may be, owns no assets other than the Equity Interests in the Borrower, Holdings, or another Parent Entity); 

(c) the Borrower may declare and pay dividends or make other distributions to Holdings the proceeds of which are used to purchase or
redeem the Equity Interests of Holdings or any Parent Entity (including related stock appreciation rights or similar securities) held by then present or former directors, consultants, officers or employees of Holdings, the Borrower or any of the
Subsidiaries or by any Plan or any shareholders’ agreement then in effect upon such person’s death, disability, retirement or termination of employment or under the terms of any such Plan or any other agreement under which such shares of
stock or related rights were issued; provided that the aggregate amount of such purchases or redemptions under this paragraph (c) shall not exceed in any fiscal year $15.0 million (plus the amount of net proceeds contributed to
the Borrower that were (x) received by Holdings or any Parent Entity during such calendar year from sales of Equity Interests of Holdings or any Parent Entity of Holdings to directors, consultants, officers or employees of Holdings, any Parent
Entity, the Borrower or any Subsidiary in connection with permitted employee compensation and incentive arrangements and (y) the amount of net proceeds of any key man life insurance policies received during such calendar year), which, if not
used in any year, may be carried forward to any subsequent calendar year; and provided, further, that cancellation of Indebtedness owing to the Borrower or any Subsidiary from members of management of Holdings, the Borrower or the
Subsidiaries in connection with a repurchase of Equity Interests of Holdings will not be deemed to constitute a dividend or distribution for purposes of this Section 6.06; 

(d) [reserved]; 

(e) non-cash repurchases of Equity Interests deemed to occur upon exercise of stock options if such Equity Interests represent a portion
of the exercise price of such options; 
 (f) [reserved]; 

(g) the Borrower may pay dividends or distributions to allow Holdings or any Parent Entity to make payments in cash, in lieu of the
issuance of fractional shares, upon the exercise of warrants or upon the conversion or exchange of Equity Interests of any such person; 

  
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 (h) the Borrower may pay dividends and make distributions to Holdings so that Holdings or
any Parent Entity may pay dividends and make distributions to, or repurchase or redeem shares from, its equity holders in an amount equal to 6.0% per annum of the net proceeds received by the Borrower from any public offering of Equity
Interests of Holdings or any Parent Entity; 
 (i) the Borrower may pay dividends or make distributions to Holdings to finance
any Investment permitted to be made pursuant to Section 6.04; provided that (A) such dividend or distribution shall be made substantially concurrently with the closing of such Investment, and (B) such Parent Entity shall,
immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or a Subsidiary, or (2) the merger, consolidation or amalgamation (to the extent permitted in
Section 6.05) of the person formed or acquired into the Borrower or a Subsidiary in order to consummate such Permitted Business Acquisition or Investment, in each case, in accordance with the requirements of Section 5.10; 

(j) the Borrower or the Subsidiaries may declare and pay dividends to Holdings or make other distributions to Holdings out of the
proceeds of any Permitted Additional Refinancing Debt, or any Permitted Refinancing Indebtedness in respect thereof, in connection with the Refinancing of the Holdco Debt; 
 (k) the Borrower or the Subsidiaries may declare and pay dividends to Holdings or make other distributions to Holdings to make payments or other distributions in respect of the Holdco Debt;
provided that the Payment Conditions are satisfied at the time such dividend or distribution is made; and 
 (l) in
addition to the foregoing dividends and distributions, the Borrower and the Subsidiaries may pay additional dividends and make additional distributions; provided that the Payment Conditions are satisfied at the time such dividend or
distribution is made. 
 Section 6.07 Transactions with Affiliates. (a) Sell or transfer any property or assets
to, or purchase or acquire any property or assets from, or otherwise engage in any other transaction with, any of its Affiliates or any known direct or indirect holder of 10% or more of any class of Equity Interests of Holdings or the Borrower in a
transaction involving aggregate consideration in excess of $5.0 million, unless such transaction is (i) otherwise permitted (or required) under this Agreement, or (ii) upon terms no less favorable to the Borrower or such Subsidiary, as
applicable, than would be obtained in a comparable arm’s length transaction with a person that is not an Affiliate. For purposes of this Section 6.07, any transaction with any Affiliate or any such 10% holder shall be deemed to have
satisfied the standard set forth in clause (ii) of the immediately preceding sentence if such transaction is approved by a majority of Disinterested Directors of Holdings or the Borrower. 

(b) The foregoing paragraph (a) shall not prohibit, to the extent otherwise permitted under this Agreement: 

(i) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the
funding of, employment arrangements, equity purchase agreements, stock options and stock ownership plans approved by the Board of Directors of Holdings or of the Borrower; 

  
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 (ii) loans or advances to employees or consultants of Holdings (or any
Parent Entity), the Borrower or any of the Subsidiaries in accordance with Section 6.04(e); 
 (iii)
transactions among the Borrower or any Subsidiary or any entity that becomes a Subsidiary as a result of such transaction (including via merger or consolidation or amalgamation in which a Subsidiary is the surviving entity); 

(iv) the payment of fees, reasonable out-of-pocket costs and indemnities to directors, officers, consultants and employees
of Holdings, any Parent Entity, the Borrower and the Subsidiaries in the ordinary course of business; 
 (v)
transactions pursuant to the Transaction Documents, the Transactions and permitted transactions, agreements and arrangements in existence on the Closing Date and set forth on Schedule 6.07 or any amendment thereto to the extent such
amendment is not adverse to the Lenders in any material respect; 
 (vi) (A) any employment agreements entered
into by the Borrower or any of the Subsidiaries in the ordinary course of business, (B) any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with
employees, officers or directors, and (C) any employee compensation, benefit plan or arrangement, any health, disability or similar insurance plan which covers employees, and any reasonable employment contract and transactions pursuant thereto;

 (vii) dividends, redemptions and repurchases permitted under Section 6.06, including payments to Holdings
(and any Parent Entity), 
 (viii) any purchase by Holdings of the Equity Interests of the Borrower;
provided that any Equity Interests of the Borrower purchased by Holdings shall be pledged to the Collateral Agent on behalf of the Lenders pursuant to the Collateral Agreement; 

(ix) payments by the Borrower or any of the Subsidiaries to the Fund or any Fund Affiliate made for any financial
advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by the majority of the Board of Directors of the
Borrower, or a majority of disinterested members of the Board of Directors of the Borrower, in good faith; 
 (x)
transactions with Wholly Owned Subsidiaries for the purchase or sale of goods, products, parts and services entered into in the ordinary course of business in a manner consistent with past practice; 

(xi) any transaction in respect of which the Borrower delivers to the Administrative Agent (for delivery to the Lenders) a
letter addressed to the Board of 

  
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Directors of the Borrower from an accounting, appraisal or investment banking firm, in each case of nationally recognized standing that is (A) in the good faith determination of the Borrower
qualified to render such letter and (B) reasonably satisfactory to the Administrative Agent, which letter states that such transaction is on terms that are no less favorable to the Borrower or such Subsidiary, as applicable, than would be
obtained in a comparable arm’s-length transaction with a person that is not an Affiliate; 
 (xii) subject
to paragraph (xiv) below, the payment of all fees, expenses, bonuses and awards related to the Transactions contemplated by the Cash Flow Credit Agreement, including fees to the Fund or any Fund Affiliate; 

(xiii) transactions with joint ventures for the purchase or sale of goods, equipment and services entered into in the
ordinary course of business and in a manner consistent with past practice; 
 (xiv) any agreement to pay, and (so
long as the Payment Conditions are satisfied before and after giving effect thereto) the payment of, monitoring, management, transaction, advisory or similar fees payable to the Fund or any Fund Affiliate (A) in an aggregate amount in any
fiscal year not to exceed the sum of (1) the greater of $2.5 million and 2.0% of EBITDA, plus reasonable out of pocket costs and expenses in connection therewith and unpaid amounts accrued for prior periods; plus (2) any deferred
fees (to the extent such fees were within such amount in clause (A)(1) above originally), plus (B) 2.0% of the value of transactions with respect to which the Fund or any Fund Affiliate provides any transaction, advisory or other
services; 
 (xv) the issuance, sale, transfer of Equity Interests of the Borrower to Holdings and capital
contributions by Holdings to the Borrower; 
 (xvi) the issuance of Equity Interests to the management of
Holdings, the Borrower or any Subsidiary in connection with the Transaction; 
 (xvii) payments by Holdings (and
any Parent Entity), the Borrower and the Subsidiaries pursuant to tax sharing agreements among Holdings (and any such parent Entity), the Borrower and the Subsidiaries on customary terms that require each party to make payments when such taxes are
due or refunds received of amounts equal to the income tax liabilities and refunds generated by each such party calculated on a separate return basis and payments to the party generating tax benefits and credits of amounts equal to the value of such
tax benefits and credits made available to the group by such party; 
 (xviii) transactions pursuant to any
Permitted Receivables Financing; 
 (xix) payments of loans (or cancellations of loans) to employees or
consultants that are (A) approved by a majority of the Board of Directors of the Borrower in good faith, (B) made in compliance with applicable law, and (C) otherwise permitted under this Agreement; 

  
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 (xx) transactions with customers, clients, suppliers, or purchasers or
sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower or the Subsidiaries; 

(xxi) transactions between the Borrower or any of the Subsidiaries and any person, a director of which is also a director
of the Borrower or any direct or indirect parent company of the Borrower; provided, however, that (A) such director abstains from voting as a director of the Borrower or such direct or indirect parent company, as the case may be,
on any matter involving such other person, and (B) such person is not an Affiliate of the Borrower for any reason other than such director’s acting in such capacity; 

(xxii) transactions permitted by, and complying with, the provisions of Section 6.05; or 

(xxiii) intercompany transactions undertaken in good faith (as certified by a Responsible Officer of the Borrower) for the
purpose of improving the consolidated tax efficiency of the Borrower and the Subsidiaries and not for the purpose of circumventing any covenant herein. 
 Section 6.08 Business of the Borrower and the Subsidiaries. Notwithstanding any other provisions hereof, engage at any time in any business or business activity other than any business or
business activity conducted by any of them on the Closing Date and any business or business activities incidental or related thereto, or any business or activity that is reasonably similar thereto or a reasonable extension, development or expansion
thereof or ancillary thereto, and in the case of a Special Purpose Receivables Subsidiary, Permitted Receivables Financing. 

Section 6.09 Limitation on Payments and Modifications of Indebtedness; Modifications of Certificate of Incorporation, Bylaws and
Certain Other Agreements; Etc. (a) Amend or modify in any manner materially adverse to the Lenders, or grant any waiver or release under or terminate in any manner (if such granting or termination shall be materially adverse to the
Lenders), the articles or certificate of incorporation, by laws, limited liability company operating agreement, partnership agreement or other organizational documents of the Borrower or any of the Subsidiaries. 

(b) (i) Make, or agree or offer to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or
other property) of or in respect of principal of or interest on the loans under any other Indebtedness that is subordinated in right of payment to the Obligations or any Permitted Refinancing Indebtedness in respect of the foregoing or any preferred
Equity Interests or any Disqualified Stock (“Junior Financing”), or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination in respect of any Junior Financing except for (A) Refinancings permitted by Section 6.01(l) or (r) or utilizing the proceeds of Permitted Additional Refinancing Debt or
any Permitted Refinancing Indebtedness in respect thereof, (B) payments of regularly scheduled interest, and, to the extent this Agreement is then in effect, principal on the scheduled maturity


  
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date of any Junior Financing, (C) payments or distributions in respect of all or any portion of the Junior Financing with the proceeds contributed to the Borrower by Holdings from the
issuance, sale or exchange by Holdings (or any direct or indirect parent of Holdings) of Equity Interests (other than Permitted Cure Securities) made within eighteen months prior thereto, (D) the conversion of any Junior Financing to Equity
Interests of Holdings or any of its direct or indirect parents, (E) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and after giving effect to such payment or distribution the Borrower would be
in Pro Forma Compliance, payments or distributions in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $7.5 million and (F) additional payments and distributions, so long as the Payment
Conditions are satisfied at the time of making such payments or distributions and after giving effect thereto, additional payments and distributions; or 
 (ii) Amend or modify, or permit the amendment or modification of, any provision of Junior Financing or any agreement, document or instrument evidencing or relating thereto, other than amendments or
modifications that (A) are not in any manner materially adverse to Lenders and that do not affect the subordination or payment provisions thereof (if any) in a manner adverse to the Lenders, or (B) otherwise comply with the definition of
“Permitted Refinancing Indebtedness.” 
 (c) Permit any Material Subsidiary to enter into any agreement or
instrument that by its terms restricts (i) the payment of dividends or distributions or the making of cash advances to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary, or (ii) the granting of Liens by
the Borrower or such Material Subsidiary that is a Loan Party pursuant to the Security Documents, in each case other than those arising under any Loan Document, the “Loan Documents” (as defined in the Cash Flow Credit Agreement) and the
Permitted Additional Refinancing Debt and Permitted Refinancing Indebtedness in respect of the foregoing, except, in each case, restrictions existing by reason of: 

(A) (i) restrictions imposed by applicable law, and (ii) restrictions pursuant to any agreement or undertaking set
forth on Schedule 6.02(a); 
 (B) contractual encumbrances or restrictions in effect on the Closing
Date under Indebtedness existing on the Closing Date and set forth on Schedule 6.01, the Senior Secured Notes, the Second Lien Notes, the Senior Subordinated Notes or any agreements related to any Permitted Refinancing Indebtedness in
respect of any such Indebtedness that does not expand the scope of any such encumbrance or restriction; 
 (C)
any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary pending the closing of such sale or disposition; 

(D) customary provisions in joint venture agreements, similar agreements applicable to joint ventures and other similar
agreements entered into in the ordinary course of business; 

  
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 (E) any restrictions imposed by any agreement relating to secured
Indebtedness permitted by this Agreement to the extent that such restrictions apply only to the property or assets securing such Indebtedness; 
 (F) any restrictions imposed by any agreement relating to Permitted Additional Debt, Indebtedness incurred pursuant to Sections 6.01(k) or Section 6.01(r) or Permitted Refinancing Indebtedness
in respect thereof, to the extent such restrictions are not more restrictive, taken as a whole, than the restrictions contained in the Senior Subordinated Note Documents; 

(G) customary provisions contained in leases or licenses of intellectual property and other similar agreements entered
into in the ordinary course of business; 
 (H) customary provisions restricting subletting or assignment of any
lease governing a leasehold interest; 
 (I) customary provisions restricting assignment of any agreement entered
into in the ordinary course of business; 
 (J) customary restrictions and conditions contained in any agreement
relating to the sale, transfer, lease or other disposition of any asset permitted under Section 6.05 pending the consummation of such sale, transfer, lease or other disposition; 

(K) customary restrictions and conditions contained in the document relating to any Lien, so long as (1) such Lien is
a Permitted Lien and such restrictions or conditions relate only to the specific asset subject to such Lien, and (2) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this
Section 6.09; 
 (L) customary net worth provisions contained in Real Property leases entered into by
Subsidiaries of the Borrower, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and the Subsidiaries to meet their ongoing obligations;

 (M) any agreement in effect at the time such subsidiary becomes a Subsidiary, so long as such agreement was
not entered into in contemplation of such person becoming a Subsidiary; 
 (N) restrictions in agreements
representing Indebtedness permitted under Section 6.01 of a Subsidiary of the Borrower that is not a Subsidiary Loan Party; 
 (O) customary restrictions on leases, subleases, licenses or Equity Interests or asset sale agreements otherwise permitted hereby as long as such restrictions relate to the Equity Interests and assets
subject thereto; 

  
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 (P) restrictions on cash or other deposits imposed by customers under
contracts entered into in the ordinary course of business; 
 (Q) restrictions contained in any Permitted
Receivables Document with respect to any Special Purpose Receivables Subsidiary; 
 (R) any encumbrances or
restrictions of the type referred to in Sections 6.09(c)(i) and 6.09(c)(ii) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts,
instruments or obligations referred to in clauses (A) through (Q) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith
judgment of the Borrower, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase,
supplement, refunding, replacement or refinancing; or 
 (S) any restrictions in agreements relating to
Indebtedness, so long as such restrictions in any agreement are no more restrictive than those in effect on the Closing Date. 

Section 6.10 Fixed Charge Coverage Ratio. If, at the close of business on any day, a Covenant Triggering Event shall exist,
the Borrower must maintain a Fixed Charge Coverage Ratio of not less than 1.0 to 1.0 (which calculation shall be made on a Pro Forma Basis) until such time as no Covenant Triggering Event shall exist. For purposes of this Section 6.10, when
calculating Excess Availability under the definition of Covenant Triggering Event, Excess Availability for a non-Business Day shall be Excess Availability as of the immediately preceding Business Day. 

Section 6.11 Swap Agreements. Enter into any Swap Agreement, other than (a) Swap Agreements required by any Permitted
Receivables Financing, (b) Swap Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities
(including, without limitation, raw material, supply costs and currency risks), (c) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another
floating rate or otherwise) with respect to any interest bearing liability or investment of the Borrower or any Subsidiary, and (d) Swap Agreements entered into in order to swap currency in connection with funding the business of Holdings, the
Borrower and the Subsidiaries in the ordinary course of business. 
 Section 6.12 No Other “Designated Senior
Debt”. Designate, or permit the designation of, any Indebtedness as “Designated Senior Debt” or any other similar term for the purpose of the definition of the same or the subordination provisions contained in any Junior
Financing other than (a) the Obligations under this Agreement and the other Loan Documents, (b) the Second Lien Notes, (c) the Senior Secured Notes, (d) the Cash Flow Credit Agreement, (e) Permitted Additional Refinancing
Debt, (f) Indebtedness incurred pursuant to Section 6.01(r) and (g) any Permitted Refinancing Indebtedness in respect of any of the foregoing. 

  
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 Section 6.13 Fiscal Year; Accounting. In the case of the Borrower, permit its
fiscal year to end on any date other than December 31 without prior notice to the Administrative Agent given concurrently with any required notice to the SEC. 
 ARTICLE 7 
 HOLDINGS COVENANTS 

Section 7.01 Holdings Covenants. Holdings covenants and agrees with each Lender that, so long as this Agreement shall remain
in effect (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made), and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all
other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise
consent in writing, (a) Holdings will not create, incur, assume or permit to exist any Lien (other than Liens of a type described in Section 6.02(d), (e), (h), (k), (hh) (only to the extent securing Permitted Additional Refinancing Debt)
or (jj)) on any of the Equity Interests issued by the Borrower other than the Liens created under the Loan Documents, (b) Holdings shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal
existence; provided that so long as no Default exists or would result therefrom, Holdings may merge with any other person, (c) Holdings shall at all times own directly 100% of the Equity Interests of the Borrower and shall not sell,
transfer or otherwise dispose of the Equity Interests in the Borrower and (d) Holdings shall comply with Sections 5.05, 5.06, 5.07 and 5.10 as if each reference therein to the Borrower were a reference to Holdings. 

ARTICLE 8 

EVENTS OF DEFAULT 
 Section 8.01 Events of Default. In case of the happening of any of the following events (each, an “Event of Default”): 

(a) any representation or warranty made or deemed made by Holdings, the Borrower or any other Loan Party herein or in any other Loan
Document, Borrowing Base Certificate or any certificate or document delivered pursuant hereto or thereto shall prove to have been false or misleading in any material respect when so made or deemed made; 

(b) default shall be made in the payment of any principal of any Loan when and as the same shall become due and payable, whether at the
due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise; 
 (c) default shall be made
in the payment of any interest on any Loan or the reimbursement with respect to any L/C Disbursement or in the payment of any Fee or any other amount (other than an amount referred to in (b) above) due under any Loan Document, when and as the
same shall become due and payable, and such default shall continue unremedied for a period of five Business Days; 

  
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 (d) default shall be made in the due observance or performance by Holdings, the Borrower or
any of the Subsidiaries of any covenant, condition or agreement contained in Sections 2.05(c), 5.01(a), 5.04(h), 5.05(a) or 5.08 or in Article 6 or Article 7 (and, in the case of Section 5.04(h), such default shall
continue unremedied for a period of seven days after notice thereon from the Administrative Agent to the Borrower); 
 (e)
default shall be made in the due observance or performance by Holdings, the Borrower or any of the Subsidiaries of any covenant, condition or agreement contained in any Loan Document (other than those specified in paragraphs (b), (c) and
(d) above), and such default shall continue unremedied for a period of 30 days (or 60 days if such default results solely from a Foreign Subsidiary’s failure to duly observe or perform any such covenant, condition or agreement) after
notice thereof from the Administrative Agent to the Borrower; 
 (f) (i) any event or condition occurs that
(A) results in any Material Indebtedness becoming due prior to its scheduled maturity, or (B) enables or permits (with all applicable grace and cure periods having expired) the holder or holders of any Material Indebtedness or any trustee
or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; or (ii) Holdings, the Borrower or any of the
Subsidiaries shall fail to pay the principal of any Material Indebtedness at the stated final maturity thereof; provided that this clause (f) shall not apply to 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 and under the documents providing for such Indebtedness; 
 (g) there shall have occurred a Change in Control; 
 (h) an involuntary proceeding
shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of Holdings, the Borrower or any of the Subsidiaries, or of a substantial part of the property or assets of
Holdings, the Borrower or any Subsidiary, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a
receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings, the Borrower or any of the Subsidiaries or for a substantial part of the property or assets of Holdings, the Borrower or any of the Subsidiaries, or
(iii) the winding up or liquidation of Holdings, the Borrower or any Subsidiary (except, in the case of any Subsidiary, in a transaction permitted by Section 6.05); and such proceeding or petition shall continue undismissed for 60 days or
an order or decree approving or ordering any of the foregoing shall be entered; 
 (i) Holdings, the Borrower or any Subsidiary
shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or
similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in paragraph (h) above, (iii) apply for or consent to the appointment of a
receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings, the Borrower or any of the Subsidiaries or for a substantial part of the property or assets of Holdings, the Borrower or any Subsidiary, (iv) file an


  
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answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, or (vi) become unable or
admit in writing its inability or fail generally to pay its debts as they become due; 
 (j) the failure by Holdings, the
Borrower or any Subsidiary to pay one or more final judgments aggregating in excess of $20.0 million (to the extent not covered by insurance), which judgments are not discharged or effectively waived or stayed for a period of 45 consecutive days, or
any action shall be legally taken by a judgment creditor to levy upon assets or properties of Holdings, the Borrower or any Subsidiary to enforce any such judgment; 
 (k) (i) a trustee shall be appointed by a United States district court to administer any Plan, (ii) an ERISA Event or ERISA Events shall have occurred with respect to any Plan or Multiemployer
Plan, (iii) the PBGC shall institute proceedings (including giving notice of intent thereof) to terminate any Plan or Plans, (iv) Holdings, the Borrower or any Subsidiary shall engage in any “prohibited transaction” (as defined
in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, or (v) any other similar event or condition shall occur or exist with respect to a Plan or Multiemployer Plan; and in each case in clauses (i) through
(v) above, such event or condition, together with all other such events or conditions, if any, would reasonably be expected to have a Material Adverse Effect; or 
 (l) (i) any material provision of any Loan Document shall for any reason be asserted in writing by Holdings, the Borrower or any Subsidiary not to be a legal, valid and binding obligation of any
party thereto, (ii) any security interest purported to be created by any Security Document and to extend to assets that are not immaterial to Holdings, the Borrower and the Subsidiaries on a consolidated basis shall cease to be, or shall be
asserted in writing by the Borrower or any other Loan Party not to be, a valid and perfected security interest (perfected as or having the priority required by this Agreement or the relevant Security Document and subject to such limitations and
restrictions as are set forth herein and therein) in the securities, assets or properties covered thereby, except to the extent that any such loss of perfection or priority results from the limitations of foreign laws, rules and regulations as they
apply to pledges of Equity Interests in Foreign Subsidiaries or the application thereof, or from the failure of the Collateral Agent (or such other Person as is provided in the Senior Lien Intercreditor Agreement) to maintain possession of
certificates actually delivered to it representing securities pledged under the Collateral Agreement or to file Uniform Commercial Code continuation statements, and except to the extent that such loss is covered by a lender’s title insurance
policy and the Collateral Agent shall be reasonably satisfied with the credit of such insurer, or (iii) the Guarantees pursuant to the Security Documents by Holdings, the Borrower or the Subsidiary Loan Parties of any of the Obligations shall
cease to be in full force and effect (other than in accordance with the terms thereof), or shall be asserted in writing by Holdings or the Borrower or any Subsidiary Loan Party not to be in effect or not to be legal, valid and binding obligations;

 (m) (i) the Obligations shall fail to constitute “Senior Debt” (or the equivalent thereof) and
“Designated Senior Debt” (or the equivalent thereof) under the Senior Subordinated Notes Indenture and under the documentation governing any Permitted Additional Debt constituting subordinated Indebtedness or any Permitted Refinancing
Indebtedness in respect of the Senior Subordinated Notes or any Permitted Additional Debt constituting subordinated Indebtedness, or (ii) the subordination provisions thereunder shall be invalidated or otherwise cease, or shall be


  
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asserted in writing by Holdings, the Borrower or any Subsidiary Loan Party to be invalid or to cease to be legal, valid and binding obligations of the parties thereto, enforceable in accordance
with their terms; 
 then, and in every such event (other than an event with respect to the Borrower described in paragraph (h) or
(i) above), and at any time thereafter during the continuance of such event, the Administrative Agent, at the request of the Required Lenders, shall, by notice to the Borrower, take any or all of the following actions, at the same or different
times: (i) terminate forthwith the Commitments, (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued
interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind,
all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding, and (iii) if the Loans have been declared due and payable pursuant to
clause (ii) above, demand cash collateral pursuant to Section 2.05(j); and in any event with respect to the Borrower described in paragraph (h) or (i) above, the Commitments shall automatically terminate, the principal of
the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable and the
Administrative Agent shall be deemed to have made a demand for cash collateral to the full extent permitted under Section 2.05(j), without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by
the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding. 
 Section 8.02
Exclusion of Immaterial Subsidiaries. Solely for the purposes of determining whether an Event of Default has occurred under clause (h), (i) or (l) of Section 8.01, any reference in any such clause to any Subsidiary shall
be deemed not to include any Immaterial Subsidiary affected by any event or circumstance referred to in any such clause. 

Section 8.03 Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event
that the Borrower fails (or, but for the operation of this Section 8.03, would fail) to comply with the requirements of the Financial Performance Covenant, until the expiration of the 10th day subsequent to the later of (x) the date the
certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), and (y) the date an Covenant Triggering Event occurs during any applicable quarter that causes the Borrower to fail to
comply with the requirements of the Financial Performance Covenant: and 
 (b) Holdings and the Borrower shall have the right to
issue Permitted Cure Securities for cash or otherwise receive cash contributions and, in the case of Holdings, to contribute any such cash to the capital of the Borrower (collectively, the “Cure Right”), and upon the receipt by the
Borrower of such cash (the “Cure Amount”) pursuant to the exercise by Holdings or the Borrower of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA
shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement, by an
amount equal to the Cure Amount; provided that (i) in each four consecutive 

  
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fiscal quarter period there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right shall not be exercised more than five times, and
(iii) for purposes of this Section 8.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant. If, after giving effect to the adjustments in this Section 8.03,
the Borrower shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with
the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement. 

ARTICLE 9 

THE AGENTS 
 Section 9.01 Appointment. (a) Each Lender (in its capacities as a Lender and the Swingline Lender (if applicable) and on behalf of itself and its Affiliates as potential counterparties to
Swap Agreements) and each Issuing Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Swap Agreements) hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender
under this Agreement and the other Loan Documents, including as the Collateral Agent for such Lender and the other applicable Secured Parties under the applicable Security Documents, and each such Lender irrevocably authorizes the Administrative
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 the Administrative Agent by the terms of
this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the United States, each of the Lenders and the
Issuing Banks hereby grants to the Administrative Agent any required powers of attorney to execute any Security Document governed by the laws of such jurisdiction on such Lender’s or Issuing Bank’s behalf. Notwithstanding any provision to
the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except 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 the Administrative Agent. 
 (b) In furtherance of the foregoing, each Lender (in its capacities as a Lender and the Swingline Lender (if applicable) and on behalf of itself and its Affiliates as potential counterparties to Swap
Agreements) and each Issuing Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Swap Agreements), hereby appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes
of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the
Administrative Agent (and any Subagents appointed by the Administrative Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for
exercising any rights or remedies thereunder at the direction of the Administrative Agent) shall be entitled to the benefits of this Article 9 (including, without limitation, Section 9.07) as though the Administrative Agent (and any
such Subagents) were an “Agent” under the Loan Documents, as if set forth in full herein with respect thereto. 

  
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 (c) Each Lender (in its capacities as a Lender and the Swingline Lender (if applicable) and
on behalf of itself and its Affiliates as potential counterparties to Swap Agreements) and each Issuing Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Swap Agreements) irrevocably authorizes the
Administrative Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Commitments and payment in full of all
Obligations (other than in respect of contingent indemnification expense reimbursement obligations for which no claim has been made) and the expiration, termination or cash collateralization of all Letters of Credit, (B) that is sold or to be
sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (C) if approved, authorized or ratified in writing in accordance with Section 10.08 hereof, (ii) to release any Guarantor from its
obligations under the Loan Documents if such person ceases to be a Subsidiary Loan Party as a result of a transaction permitted hereunder, and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under
any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i) or 6.02(j). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative
Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Loan Documents. 
 (d) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party,
(i) the Administrative Agent (irrespective of whether the principal of any Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any
demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (A) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of any or all of the
Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent and any Subagents allowed in such judicial proceeding,
and (B) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and (ii) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in
any such judicial proceeding is hereby authorized by each Lender and Issuing Bank to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing
Banks, 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 the Loan
Documents. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding. 

  
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 Section 9.02 Delegation of Duties. The Administrative Agent may execute any of
its duties under this Agreement and the other Loan Documents (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) by or through agents, employees or attorneys-in-fact and shall be entitled to advice of
counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. The
Administrative Agent may also from time to time, when the Administrative Agent deems it to be necessary or desirable, appoint one or more trustees, co-trustees, collateral co-agents, collateral subagents or attorneys-in-fact (each, a
“Subagent”) with respect to all or any part of the Collateral; provided that no such Subagent shall be authorized to take any action with respect to any Collateral unless and except to the extent expressly authorized in
writing by the Administrative Agent. Should any instrument in writing from the Borrower or any other Loan Party be required by any Subagent so appointed by the Administrative Agent to more fully or certainly vest in and confirm to such Subagent such
rights, powers, privileges and duties, the Borrower shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent. If any Subagent, or successor thereto,
shall die, become incapable of acting, resign or be removed, all rights, powers, privileges and duties of such Subagent, to the extent permitted by law, shall automatically vest in and be exercised by the Administrative Agent until the appointment
of a new Subagent. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent, attorney-in-fact or Subagent that it selects in accordance with the foregoing provisions of this Section 9.02 in the absence of
the Administrative Agent’s gross negligence or willful misconduct. 
 Section 9.03 Exculpatory Provisions.
Neither any Agent or its Affiliates nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such person under or in
connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such person’s own gross
negligence or willful misconduct), or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan
Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any
Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party. The
Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (i) the Administrative Agent shall not be subject to any
fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, and (ii) the Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any
duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the person serving as the


  
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Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing
such Default or Event of Default is given to the Administrative Agent in writing by the Borrower, a Lender or an Issuing Bank. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (A) any
statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (B) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or
therewith, (C) 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 or Event of Default, (D) 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, (E) the value or the sufficiency of
any Collateral, or (F) the satisfaction of any condition set forth in Article 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 

Section 9.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur
any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution), or conversation believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the proper person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person,
and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to any Credit Event, that by its terms must be fulfilled to the satisfaction of a Lender or any Issuing Bank, the Administrative Agent may
presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or the Issuing Bank prior to such Credit Event. The Administrative Agent may
consult with legal counsel (including counsel to Holdings or the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel,
accountants or experts. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative
Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified
by this Agreement, all or other Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any
such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this
Agreement, all or other Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. 

Section 9.05 Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of
any Default or Event of Default unless the Administrative Agent has received written notice from a Lender, Holdings or the Borrower 

  
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referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or,
if so specified by this Agreement, all or other Lenders); provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain
from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders. 
 Section 9.06 Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that neither the Agents nor any of their respective officers, directors, employees, agents,
attorneys-in-fact or affiliates have made any representations or warranties to it, and that no act by any Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any
representation or warranty by any Agent to any Lender. Each Lender represents to the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into
this Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit
analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other
condition and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have
any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party
that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates. 
 Section 9.07 Indemnification. The Lenders agree to indemnify each Agent and the Revolving Facility Lenders agree to indemnify each Issuing Bank, in each case in its capacity as such (to the
extent not reimbursed by Holdings or the Borrower and without limiting the obligation of Holdings or the Borrower to do so), in the amount of its pro rata share (based on its aggregate Revolving Facility Exposure and, in the case of the
indemnification of each Agent, and unused Commitments hereunder; provided that the aggregate principal amount of Swingline Loans owing to the Swingline Lender and of L/C Disbursements owing to any Issuing Bank shall be considered to be owed
to the Revolving Facility Lenders ratably in accordance with their respective Revolving Facility Credit Exposure) (determined at the time such indemnity is sought), from and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent or such Issuing Bank in any way
relating to or arising out of the 

  
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Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action
taken or omitted by such Agent or such Issuing Bank under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s or such Issuing Bank’s gross negligence or willful
misconduct. The failure of any Lender to reimburse any Agent or any Issuing Bank, as the case may be, promptly upon demand for its ratable share of any amount required to be paid by the Lenders to such Agent or such Issuing Bank, as the case may be,
as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse such Agent or such Issuing Bank, as the case may be, for its ratable share of such amount, but no Lender shall be responsible for the failure of any other
Lender to reimburse such Agent or such Issuing Bank, as the case may be, for such other Lender’s ratable share of such amount. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder.

 Section 9.08 Agent in its Individual Capacity. Each Agent and its affiliates may make loans to, accept deposits
from, and generally engage in any kind of business with any Loan Party as though such Agent were not an Agent. With respect to its Loans made or renewed by it and with respect to any Letter of Credit issued, or Letter of Credit or Swingline Loan
participated in, by it, each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and
“Lenders” shall include each Agent in its individual capacity. 
 Section 9.09 Successor Administrative
Agent. The Administrative Agent may resign as Administrative Agent upon 10 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent 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 successor agent shall (unless an Event of Default under Section 8.01(b), (c), (h) or (i) shall have occurred and be continuing) be
subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative
Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on
the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative
Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time,
if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9.09 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. 

  
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 Section 9.10 Agents and Arrangers. None of the Syndication Agents, the
Documentation Agents or the Joint Lead Arrangers shall have any duties or responsibilities hereunder in their capacity as such. 

Section 9.11 Secured Swap Obligations. (a) The Borrower and any Lender or any Affiliate of any Lender (the
“Secured Swap Counterparty”) may from time to time designate the obligations in respect of a Swap Agreement to which they are parties as being “Secured Swap Obligations” upon written notice (a “Designation
Notice”) to the Administrative Agent from the Company and the Swap Counterparty, in form reasonably acceptable to the Administrative Agent, which Designation Notice shall include (i) a description of such Swap Agreement and
(ii) the maximum amount (expressed in Dollars) of the Swap Termination Value thereunder, if any, that is elected by the Company and the Swap Counterparty to constitute “Pari Passu Secured Swap Obligations” and as to which an equal
reserve shall be taken against the Borrowing Base (each, a “Designated Pari Passu Amount” and such Secured Swap Obligations (to the extent of such Designated Pari Passu Amount), “Pari Passu Secured Swap
Obligations”); provided that no such Designation Notice shall be effective and no such Designated Pari Passu Amount with respect to any Swap Agreement shall constitute Pari Passu Secured Swap Obligations (and no such reserve shall be
established by the Administrative Agent in connection therewith) to the extent that, at the time of delivery of the applicable Designation Notice and after giving effect to such Designated Pari Passu Amount (including to the reserve for Pari Passu
Secured Swap Obligations to be established by the Administrative Agent in connection therewith), the Availability would be less than zero. 
 (b) The Borrower and the applicable Secured Swap Counterparty may increase, decrease or terminate any Designated Pari Passu Amount in respect of a Swap Agreement upon written notice to the Administrative
Agent, in which case the Administrative Agent shall promptly make a corresponding adjustment to the reserve against the Borrowing Base with respect thereto; provided that any increase in a Designated Pari Passu Amount shall be deemed to be a
new designation of a Designated Pari Passu Amount pursuant to a new Designation Notice and shall be subject to the limitations set forth in Section 9.11(a). For the avoidance of doubt, Secured Swap Obligations under any Swap Agreement
designated pursuant to this Section 9.11 in excess of the applicable Designated Pari Passu Amount shall constitute Secured Swap Obligations but shall be entitled to a lesser priority of payment as set forth in Section 2.18(b). 

(c) No holder of Secured Swap Obligations or Cash Management Obligations that obtains the benefits of Section 2.18(b), any Guarantee
of such obligations or any Collateral by virtue of the provisions hereof or of any other Loan Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or
otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision
of this Article 9 to the contrary, the Administrative Agent (including in its capacity as Collateral Agent) shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Swap
Obligations or Cash Management Obligations unless the Administrative Agent has received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the parties to the applicable agreements.


  
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 ARTICLE 10 
 MISCELLANEOUS 
 Section 10.01 Notices; Communications.
(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in Section 10.01(b) below), all notices and other communications provided for herein shall be in writing and
shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, as follows: 
 (i) if to any Loan Party, the Administrative Agent, the Issuing Bank
or the Swingline Lender, to the address, telecopier number, electronic mail address or telephone number specified for such person on Schedule 10.01; and 

(ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in
its Administrative Questionnaire. 
 (b) The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or
unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, that the Borrower will, or will cause the Subsidiaries to, provide to the Administrative Agent all information, documents and
other materials that it is obligated to furnish to the Administrative Agent or to the Lenders pursuant to the Loan Documents, including all notices, requests, financial statements, financial and other reports, certificates and other information
materials, but excluding any such communication that (i) is or relates to a Borrowing Request, a notice pursuant to Section 2.07 or a notice requesting the issuance, amendment, extension or renewal of a Letter of Credit pursuant to
Section 2.05, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan
Document, or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein
collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the
Administrative Agent. In addition, the Borrower agrees, and agrees to cause the Subsidiaries, to continue to provide the Communications to the Administrative Agent or to the Lenders, as the case may be, in the manner specified in the Loan Documents
but only to the extent requested by the Administrative Agent. The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the
Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute
effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail
address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. 

  
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 (c) Notices sent by hand or overnight courier service, or mailed by certified or registered
mail, shall be deemed to have been given when received. Notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the
opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in Section 10.01(b) above shall be effective as provided in such Section 10.01(b). 

(d) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other
parties hereto. 
 (e) Documents required to be delivered pursuant to Section 5.04 (to the extent any such documents are
included in materials otherwise filed with the SEC) may be delivered electronically (including as set forth in Section 10.17) and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such
documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.01, or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or
intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (A) the Borrower shall deliver paper
copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender, and (B) the
Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such
documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the certificates required by Section 5.04(c) to the Administrative Agent. Except for such certificates required by
Section 5.04(c), the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any
such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. 
 Section 10.02 Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties herein, in the other Loan Documents and in the certificates or other
instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and each Issuing Bank and shall survive the making by the Lenders of the Loans,
the execution and delivery of the Loan Documents and the issuance of the Letters of Credit, regardless of any investigation made by such persons or on their behalf, and shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or L/C Disbursement or any Fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not been
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indemnification and reimbursement obligations contained herein (including pursuant to Sections 2.15, 2.17 and 10.05) shall survive the payment in full of the principal and interest
hereunder, the expiration of the Letters of Credit and the termination of the Commitments or this Agreement. 

Section 10.03 Binding Effect. This Agreement shall become effective when it shall have been executed by Holdings, the
Borrower and the Administrative Agent and when the Administrative Agent shall have received copies hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the
benefit of Holdings, the Borrower, each Issuing Bank, the Administrative Agent and each Lender and their respective permitted successors and assigns. 
 Section 10.04 Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns
permitted hereby (including any affiliate of an Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written
consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void), and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with
this Section 10.04. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of an Issuing
Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section 10.04), and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents, the Issuing Banks and the
Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement or the other Loan Documents. 
 (b)
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a
portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of: 
 (A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default
under Sections 8.01(b), (c), (h) or (i) has occurred and is continuing, any other person; 
 (B)
the Administrative Agent; and 
 (C) each Issuing Bank and the Swingline Lender. 

(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, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as 

  
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of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $2.5 million with respect to Revolving Facility Loans or
Commitments, unless each of the Borrower and the Administrative Agent otherwise consent; provided that (1) no such consent of the Borrower shall be required if an Event of Default under Sections 8.01(b), (c), (h) or
(i) has occurred and is continuing, and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds (with simultaneous assignments to or by two or more Related Funds shall be treated as one
assignment), if any; 
 (B) the parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and shall pay to the Administrative Agent a processing and recordation fee of
$3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be due in respect of a simultaneous assignment to more than one Affiliate of a Lender or Approved Fund;

 (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire and any tax forms required to be delivered pursuant to Section 2.17; and 
 (D) the Assignee
shall not be (1) the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (2) a Defaulting Lender or (3) a natural person. 
 For the purposes of this Section 10.04, “Approved Fund” means any person (other than a natural person) that is 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 assign or transfer any portion of its rights and obligations under this Agreement to any entity previously identified in that certain letter provided on or prior to the Closing Date from the Borrower to
the Administrative Agent. 
 (iii) Subject to acceptance and recording thereof pursuant to paragraph
(b)(v) 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 Sections 2.15, 2.16, 2.17 and
10.05). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights
and obligations in accordance with paragraph (c) of this Section 10.04. 

  
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 (iv) The Administrative Agent, acting for this purpose as an agent of the
Borrower, shall maintain at one of its offices 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 principal amount of the Loans and
Revolving L/C Exposure owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the
Issuing Bank and the Lenders may 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, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 
 (v) Upon its receipt of a duly completed Assignment and Acceptance executed by an 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 paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall
promptly accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment, whether or not evidenced by a promissory note, shall be effective for purposes of this Agreement unless it has been recorded
in the Register as provided in this paragraph (b)(v). 
 (c) By executing and delivering an Assignment and Acceptance, the
assigning Lender thereunder and the Assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the
interest being assigned thereby free and clear of any adverse claim and that its Commitment, and the outstanding balances of its Revolving Facility Loans, in each case without giving effect to assignments thereof which have not become effective, are
as set forth in such Assignment and Acceptance; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant
hereto, or the financial condition of Holdings, the Borrower or any Subsidiary or the performance or observance by Holdings, the Borrower or any Subsidiary of any of its obligations under this Agreement, any other Loan Document or any other
instrument or document furnished pursuant hereto; (iii) the Assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) the Assignee confirms that it has received a copy of this
Agreement, together with copies of the most recent financial statements referred to in Section 3.05 (or delivered pursuant to Section 5.04), and such other documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance; (v) the Assignee will independently and without reliance upon the Administrative Agent, the Collateral Agent, such assigning Lender or any other Lender and based on such
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make its own credit decisions in taking or not taking action under this Agreement; (vi) the Assignee appoints and authorizes the Administrative Agent to take such action as agent on its
behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms of this Agreement, together with such powers as are reasonably incidental thereto; and (vii) the Assignee agrees that it will
perform in accordance with their terms all the obligations which by the terms of this Agreement are required to be performed by it as a Lender. The words “execution,” “signed,” “signature,” and words of like import in
any Assignment and Acceptance shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other similar state laws based on the Uniform Electronic Transactions Act. 
 (d) (i) Any Lender may, without the consent
of the Borrower or the Administrative Agent, sell participations 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 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, and (C) the Borrower, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or
waiver of any provision of this Agreement and the other Loan Documents; provided that (x) such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that
(1) requires the consent of each Lender directly affected thereby pursuant to Section 10.04(a)(i) or clauses (i), (ii), (iii), (v), (vi) or (vii) of the first proviso to Section 10.08(b), and (2) directly affects
such Participant, and (y) no other agreement with respect to amendment, modification or waiver may exist between such Lender and such Participant. Subject to paragraph (c)(ii) of this Section 10.04, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.04. To the extent
permitted by law, each Participant also shall be entitled to the benefits of Section 10.06 as though it were a Lender; provided that such Participant shall be subject to Section 2.18(c) as though it were a Lender. Each Lender that
sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register in the United States 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 Revolving Facility 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, Letters of Credit or its other obligations under any Loan
Document) except to the extent that such disclosure is necessary to establish that the Loans are in registered form under Treas. Reg. § 5f.103-1(c). The entries in the Participant Register shall be conclusive absent manifest error, and
such Lender shall treat each person whose name is recorded in the Participant Register as owner of such participation for all purposes of this Agreement. 

  
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 (ii) A Participant shall not be entitled to receive any greater payment
under Section 2.15, 2.16 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the
Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.17 to the extent such Participant fails to comply with Section 2.17(e) and
(f) as though it were a Lender. 
 (e) Any Lender 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 and in the case of any Lender that is an Approved Fund, any pledge or assignment to
any holders of obligations owed, or securities issued, by such Lender, including to any trustee for, or any other representative of, such holders, and this Section 10.04 shall not apply to any such pledge or assignment of a security interest;
provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto. 

(f) The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to
facilitate transactions of the type described in paragraph (d) above. 
 (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 or the Administrative Agent. Each of Holdings, the Borrower, 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 bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state 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 and each Loan Party 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. 

(h) Notwithstanding the foregoing, no assignment may be made or participation sold to an Ineligible Institution. 

Section 10.05 Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable and documented out-of-pocket
expenses (including Other Taxes) incurred by the Administrative Agent in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent in connection with the syndication of the Commitments or the
administration of this Agreement (including expenses incurred in connection with due diligence), and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the reasonable fees,
disbursements and charges for no more than 

  
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one counsel in each jurisdiction where Collateral is located) or in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or
thereof (whether or not the Transactions hereby contemplated shall be consummated), including the reasonable and documented fees, out-of-pocket charges and disbursements of Davis Polk & Wardwell LLP, counsel for the Administrative Agent and
the Joint Lead Arrangers, and, if necessary, the reasonable and documented fees, out-of-pocket charges and disbursements of one local counsel per jurisdiction, and (ii) all reasonable and documented out-of-pocket expenses (including Other
Taxes) incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit
issued hereunder, including the fees, charges and disbursements of counsel for the Administrative Agent (including any special and local counsel). 
 (b) The Borrower agrees to indemnify the Administrative Agent, the Agents, the Joint Lead Arrangers, each Issuing Bank, each Lender, each of their respective Affiliates and each of their respective
directors, trustees, officers, employees, agents, trustees and advisors (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related
expenses, including reasonable and documented fees, out-of-pocket charges and disbursements of one counsel (except the allocated costs of in-house counsel) for all such Indemnitees (plus one local counsel in each applicable jurisdiction and, in the
event of an actual or perceived conflict of interest, additional counsel appointed with the consent of the Borrower, such consent not to be unreasonably withheld or delayed), incurred by or asserted against any Indemnitee arising out of, in any way
connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective
obligations thereunder or the consummation of the Transactions and the other transactions contemplated hereby, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit, or (iii) any claim, litigation, investigation or
proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto and regardless of whether such matter is initiated by a third party or by Holdings, the Borrower or any of their subsidiaries or Affiliates;
provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a final, non-appealable judgment of a court of competent
jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee (for purposes of this proviso only, each of the Administrative Agent, any Joint Lead Arranger, any Issuing Bank or any Lender shall be
treated as several and separate Indemnitees, but each of them together with its respective Related Parties, shall be treated as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the Borrower agrees to
indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable and documented counsel or consultant fees, out-of-pocket charges and disbursements
(limited to not more than one counsel, plus, if necessary, one local counsel per jurisdiction) (except the allocated costs of in-house counsel), incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result
of (A) any Environmental Laws and related in any way to Holdings, the Borrower or any of their respective Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on, from or to
any property related in any way to Holdings, the Borrower or any of their respective Subsidiaries; 

  
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provided that such indemnity shall not, as to any Indemnitee, be available (i) to the extent that such losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its Related Parties, (ii) to the extent arising from a material breach
of any such Indemnitee’s obligations under the Loan Documents, or (iii) to the extent arising out of any claim, litigation, investigation or proceeding that does not involve an act or omission of the Loan Parties or any of their affiliates
and that is brought by an Indemnitee against any other Indemnitee (other than claims against an Indemnitee in its capacity or in fulfilling its role as Administrative Agent, Collateral Agent or Joint Lead Arranger or any similar role under the Loan
Documents). None of the Indemnitees (or any of their respective affiliates) shall be responsible or liable to the Fund, Holdings, the Borrower or any of their respective subsidiaries, Affiliates or stockholders or any other person or entity for any
special, indirect, consequential or punitive damages, which may be alleged as a result of any Revolving Facility or the Transactions. The provisions of this Section 10.05 shall remain operative and in full force and effect regardless of the
expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or
any investigation made by or on behalf of the Administrative Agent, any Issuing Bank or any Lender. All amounts due under this Section 10.05 shall be payable on written demand therefor accompanied by reasonable documentation with respect to any
reimbursement, indemnification or other amount requested. 
 (c) Except as expressly provided in Section 10.05(a) with
respect to Other Taxes, which shall not be duplicative with any amounts paid pursuant to Section 2.17, this Section 10.05 shall not apply to Taxes. 
 (d) To the fullest extent permitted by applicable law, Holdings and the Borrower shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions
contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it
through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. 

(e) The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent, any Issuing Bank, the
replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations and the termination of this Agreement. 
 Section 10.06 Right of Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), at any time held and other indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit
or the account of Holdings, 

  
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the Borrower or any Subsidiary against any of and all the obligations of Holdings or the Borrower now or hereafter existing under this Agreement or any other Loan Document held by such Lender or
such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured. The rights of each Lender and each Issuing
Bank under this Section 10.06 are in addition to other rights and remedies (including other rights of set off) that such Lender or such Issuing Bank may have. 
 Section 10.07 APPLICABLE LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 
 Section 10.08 Waivers; Amendment. (a) No failure or
delay of the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, each Issuing Bank and the
Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure
by Holdings, the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the
purpose for which given. No notice or demand on Holdings, the Borrower or any other Loan Party in any case shall entitle such person to any other or further notice or demand in similar or other circumstances. 

(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except
(x) as provided in Section 2.21 or 2.23, or in the Senior Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement or any other intercreditor agreement entered into by the Borrower and the Administrative Agent, to the extent
otherwise provided for therein, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower and the Required Lenders, and (z) in the case of any other Loan Document, pursuant
to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that except as expressly set forth in Section 2.21 or 2.23, no
such agreement shall: 
 (i) decrease or forgive the principal amount of, or extend the final maturity of, or
decrease the rate of interest on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the Revolving Facility Maturity Date, without the prior written consent of each Lender directly affected thereby,
except as provided in Section 2.05(c); provided that any amendment to the “Borrowing Base,” “Availability” and related definitions in this Agreement shall not constitute a reduction in the rate of interest for
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 (ii) increase or extend the Commitment of any Lender or decrease the
Commitment Fees or L/C Participation Fees or other fees of any Lender without the prior written consent of each Lender directly affected thereby (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or
Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender); 
 (iii) extend any date on which payment of interest on any Loan or any L/C Disbursement or any Fees is due, without the prior written consent of each Lender adversely affected thereby; 

(iv) change the definition of the term “Borrowing Base” or any component definition thereof if as a result
thereof the amounts available to be borrowed by the Borrower would be increased (provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves without the prior written
consent of any Lenders), in each case without the prior written consent of the Super Majority Lenders; 
 (v)
amend or modify the provisions of this Section 10.08 or the definition of the terms, “Required Lenders,” “Super Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders
required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that with the consent of the Required
Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders and Super Majority Lenders on substantially the same basis as the Loans and Commitments are included on the Closing
Date); 
 (vi) release all or substantially all the Collateral or release any of Holdings, the Borrower or all or
substantially all of the Subsidiary Loan Parties from their respective Guarantees under the applicable Security Document (unless, in each case, any assets or Equity Interests are sold or otherwise disposed of in a transaction permitted by this
Agreement) without the prior written consent of each Lender; or 
 (vii) change the order of application of
proceeds of Collateral set forth in Section 2.18(b) or modify the ratable sharing or payments required thereby without the prior written consent of each Lender directly adversely affected thereby; 

provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or an
Issuing Bank hereunder without the prior written consent of the Administrative Agent or such Issuing Bank acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification
authorized by this Section 10.08 and any consent by any Lender pursuant to this Section 10.08 shall bind any assignee of such Lender. 
 (c) Without the consent of any Syndication Agent or any Joint Lead Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in their respective


  
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sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to
effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or
protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law. 
 (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings and the Borrower (i) to
add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement
and the other Loan Documents with the Revolving Facility Loans and the accrued interest and fees in respect thereof, and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders or
the Super Majority Lenders. 
 (e) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents
may be made with the consent of the Borrower and the Administrative Agent to the extent necessary to integrate any Incremental Revolving Facility Commitments on substantially the same basis as the Revolving Facility Loans. 

(f) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment,
waiver or consent hereunder, except that (1) the Commitment of such Lender may not be increased or extended without the consent of such Lender, (2) the date on which payment of interest on any Loan or any L/C Disbursement or any
fees is due may not be extended without the prior written consent of such Lender, to the extent such Lender is adversely affected thereby, and (3) this Section 10.08 may not be amended or modified without the prior written consent of such
Lender to the extent such Lender is adversely affected thereby. 
 (g) The Administrative Agent and Collateral Agent may, with
the consent of the Borrower only, amend, modify or supplement this Agreement to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any Lender.

 Section 10.09 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the
applicable interest rate, together with all fees and charges that are treated as interest under applicable law (collectively, the “Charges”), as provided for herein or in any other document executed in connection herewith, or
otherwise contracted for, charged, received, taken or reserved by any Lender or any Issuing Bank, shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by such
Lender in accordance with applicable law, the rate of interest payable hereunder, together with all Charges payable to such Lender or such Issuing Bank, shall be limited to the Maximum Rate; provided that such excess amount shall be paid to
such Lender or such Issuing Bank on subsequent payment dates to the extent not exceeding the legal limitation. 

  
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 Section 10.10 Entire Agreement. This Agreement, the other Loan Documents and the
agreements regarding certain Fees referred to herein constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among or representations from the parties or their Affiliates with respect to the
subject matter hereof is superseded by this Agreement and the other Loan Documents. Notwithstanding the foregoing, the Fee Letter shall survive the execution and delivery of this Agreement and remain in full force and effect. Nothing in this
Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any party other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan
Documents. 
 Section 10.11 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.11. 

Section 10.12 Severability. In the event any one or more of the provisions contained in this Agreement or in any other Loan
Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall
endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 

Section 10.13 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an
original but all of which, when taken together, shall constitute but one contract, and shall become effective as provided in Section 10.03. Delivery of an executed counterpart to this Agreement by facsimile transmission (or other electronic
transmission (e.g., a “pdf” or “tif”) pursuant to procedures approved by the Administrative Agent) shall be as effective as delivery of a manually signed original. 

Section 10.14 Headings. Article and Section headings and the Table of Contents used herein are for convenience of
reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 
 Section 10.15 Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof (collectively, “New York Courts”), in any action or
proceeding arising out of or relating to this Agreement or the other 

  
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Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may
be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any
of the other Loan Documents in the courts of any jurisdiction, except that each of the Loan Parties agrees that (i) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed
by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other
jurisdiction), and (ii) in any such action or proceeding brought against any Loan Party in any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any other affirmative relief, except to the extent that the failure
to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts. 
 (b) Each of
the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement or the other Loan Documents in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court. 
 Section 10.16 Confidentiality. Each of the Lenders, each Issuing
Bank and each of the Agents agrees that it shall maintain in confidence any information relating to Holdings, the Borrower and any Subsidiary furnished to it by or on behalf of Holdings, the Borrower or any Subsidiary (other than information that
(a) has become generally available to the public other than as a result of a disclosure by such party, (b) has been independently developed by such Lender, such Issuing Bank or such Agent without violating this Section 10.16, or
(c) was available to such Lender, such Issuing Bank or such Agent from a third party having, to such person’s knowledge, no obligations of confidentiality to Holdings, the Borrower or any other Loan Party), and shall not reveal the same
other than to its directors, trustees, officers, employees and advisors with a need to know or to any person that approves or administers the Loans on behalf of such Lender (so long as each such person shall have been instructed to keep the same
confidential in accordance with this Section 10.16, except: (i) to the extent necessary to comply with law or any legal process or the requirements of any Governmental Authority, the National Association of Insurance Commissioners or of
any securities exchange on which securities of the disclosing party or any Affiliate of the disclosing party are listed or traded, (ii) as part of normal reporting or review procedures to, or examinations by, Governmental Authorities or
self-regulatory authorities, including the National Association of Insurance Commissioners or the National Association of Securities Dealers, Inc., (iii) to its parent companies, Affiliates or auditors (so long as each such person shall have
been instructed to keep the same confidential in accordance with this Section 10.16), (iv) in order to enforce its rights under any Loan Document in a legal proceeding, (v) to any pledgee under Section 10.04(e) or any other
prospective assignee of, or prospective Participant in, any of its rights under this Agreement (so long as such person shall have been instructed to keep the same confidential in accordance with this


  
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Section 10.16), and (vi) to any direct or indirect contractual counterparty in Swap Agreements or such contractual counterparty’s professional advisor (so long as such contractual
counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 10.16). 
 Section 10.17 Platform; Borrower Materials. 
 (a) The Borrower hereby
acknowledges that (i) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of the Borrower hereunder (collectively,
“Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”), and (ii) 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 Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify
that portion of the Borrower Materials that may be distributed to the Public Lenders and that (iii) 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, (iv) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, the
Issuing Bank and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United
States Federal and state securities laws, (v) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”, and (vi) the
Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public
Investor.” 
 (b) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE
ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS
RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR
NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S
TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL
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 Section 10.18 Release of Liens and Guarantees. In the event that any Loan Party
conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests of any Subsidiary Loan Party or any assets to a person that is not (and is not required to become) a Loan Party in a transaction
not prohibited by Section 6.05, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent shall promptly (and the Lenders hereby authorize the
Administrative Agent and/or the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in
respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party in a transaction permitted by Section 6.05, and as a result of which such Subsidiary Loan Party would cease to be
a Subsidiary Loan Party, such Subsidiary Loan Party’s obligations under its Guarantee shall be automatically terminated and the Administrative Agent and/or the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative
Agent and/or the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under its Guarantee. In addition, the
Administrative Agent and/or the Collateral Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when
all the Obligations (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) are paid in full and all Letters of Credit are cash collateralized or terminated and Commitments are
terminated. 
 Section 10.19 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is
necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the
first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the
other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement
Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking
procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from the Borrower in the Agreement Currency, such Borrower
agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the
sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to such Borrower (or to any other person who may be entitled thereto under applicable law). 

  
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 Section 10.20 USA Patriot Act Notice. Each Lender that is subject to the Act (as
hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that
identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the USA
PATRIOT Act. 
 Section 10.21 No Liability of the Issuing Banks. The Borrower assumes all risks of the acts or
omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letter of Credit. Neither any Issuing Bank nor any of its officers or directors shall be liable or responsible for: (a) the use that may be made
of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in
any or all respects invalid, insufficient, fraudulent or forged; (c) payment by such Issuing Bank against presentation of documents that do not comply with the terms of a Letter of Credit, including failure of any documents to bear any
reference or adequate reference to the Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except that the Borrower shall have a claim against such Issuing Bank, and such
Issuing Bank shall be liable to the Borrower, to the extent of any direct, but not consequential, damages suffered by the Borrower that the Borrower proves were caused by (i) such Issuing Bank’s willful misconduct or gross negligence as
determined in a final, non-appealable judgment by a court of competent jurisdiction in determining whether documents presented under any Letter of Credit comply with the terms of the Letter of Credit, or (ii) such Issuing Bank’s willful
failure to make lawful payment under a Letter of Credit after the presentation to it of a draft and certificates strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, such
Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary. 

[Signature Pages Follow] 

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

			
	VERSO PAPER FINANCE HOLDINGS LLC
	VERSO PAPER HOLDINGS LLC
		
	By:	 	  

	Name:	 	Robert P. Mundy
	Title:	 	Senior Vice President and Chief Financial Officer



  
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	VERSO PAPER LLC
	VERSO PAPER INC.
	VERSO ANDROSCOGGIN LLC
	VERSO BUCKSPORT LLC
	VERSO SARTELL LLC
	VERSO QUINNESEC LLC
	VERSO QUINNESEC REP HOLDING INC.
	 VERSO MAINE ENERGY LLC
 VERSO FIBER FARM LLC

	NEXTIER SOLUTIONS CORPORATION
		
	By:	 	  

	Name:	 	Robert P. Mundy
	Title:	 	Senior Vice President and Chief Financial Officer



  
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	Citibank, N.A., as Administrative Agent and as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	
		
	By:	 	  

	Name:	 	
	Title:	 	



  
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