EX-10.1





 Exhibit 10.1 

EXECUTION VERSION 

AMENDMENT NO. 3 TO CREDIT AGREEMENT 

AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment No. 3”), dated as of August 2, 2019, by and among LSC
Communications, Inc. (the “Borrower”), the other Loan Parties, the Lenders party hereto and Bank of America, N.A. (“BofA”), as administrative agent and collateral agent (in such capacities, including any permitted
successor thereto, the “Administrative Agent”). 
 PRELIMINARY STATEMENTS 

WHEREAS, the Borrower has entered into that certain Credit Agreement, dated as of September 30, 2016, among the Borrower, the other
parties thereto, the Lenders party thereto from time to time, BofA, as Administrative Agent, Swing Line Lender and as an Issuing Bank and the other Issuing Banks party thereto from time to time (as amended by Amendment No. 1, dated as of
November 17, 2017 and Amendment No. 2, dated as of December 20, 2018, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to, but not including, the date hereof, the
“Credit Agreement”) (capitalized terms used without definition herein have the meanings given such terms by the Credit Agreement); and 

WHEREAS, the Borrower has requested that the Credit Agreement be amended as set forth herein (the Credit Agreement, as amended by this
Amendment No. 3, the “Amended Credit Agreement”) and the Lenders party hereto (constituting the Required Lenders and Required Revolving Lenders) have consented to this Amendment No. 3; 

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged by each party hereto, it is agreed:

 SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. 

Effective as of the Amendment No. 3 Effective Date (as defined below), except as otherwise noted in Section 5 below, the Credit
Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following
example: double-underlined text) as set forth in the pages of the Amended
Credit Agreement attached as Exhibit A hereto. 
 SECTION 2. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT. On and
after the Amendment No. 3 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” and each reference to the “Credit Agreement” in any other Loan Document and, in
each case, any text of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment No. 3. This Amendment No. 3 shall for all purposes constitute a “Loan
Document” under and as defined in the Credit Agreement and the other Loan Documents. 
 SECTION 3. REPRESENTATIONS &
WARRANTIES. In order to induce the Lenders party hereto and the Administrative Agent to enter into this Amendment No. 3, each Loan Party hereby represents and warrants to the Lenders and the Administrative Agent on and as of the Amendment
No. 3 Effective Date that each of the representations and warranties made by any Loan Party set forth in Article III of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects
(provided that, any representation and warranty that is qualified by “materiality,” “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such
qualification therein)) on and as of the Amendment No. 3 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such
representations and warranties shall be true and correct in all material respects (or if any 












 
such representation and warranty is qualified by “materiality,” “material adverse effect” or similar language, shall be true and correct in all respects (after giving effect
to any such qualification therein)) on and as of such earlier date); provided that all references in the representations set forth in Sections 3.02, and 3.03 of the Credit Agreement to “Loan Documents” shall be deemed
to be references to this Amendment No. 3 and the other Loan Documents (including the Credit Agreement) as amended by this Amendment No. 3. 

SECTION 4. CONDITIONS PRECEDENT. This Amendment No. 3, except as otherwise noted in Section 5 below, shall become effective
as of the first date (the “Amendment No. 3 Effective Date”) when each of the conditions set forth in this Section 4 shall have been satisfied: 
  

	 	(a)	 The Administrative Agent shall have received a duly authorized, executed and delivered counterpart of the
signature page to this Amendment No. 3 from each Loan Party, the Administrative Agent and Lenders constituting the Required Lenders and Required Revolving Lenders. 



 

	 	(b)	 All costs, fees and expenses (including, without limitation, legal fees and expenses) contemplated and to the
extent required by the Credit Agreement shall have been paid to the extent due. 


  

	 	(c)	 The Administrative Agent shall have received from the Borrower, for the account of each Lender that has validly
returned an executed counterpart to this Amendment No. 3 to the Administrative Agent prior to 5:00 p.m., New York City time, on August 1, 2019 a fee equal to 0.25% of the aggregate Revolving Commitments (after the reduction set forth in
Section 5 below) and Term Loans of such Lender on the Amendment No. 3 Effective Date. 


  

	 	(d)	 No Default or Event of Default shall have occurred or be continuing or would occur immediately after giving
effect to the effectiveness of this Amendment No. 3 on the Amendment No. 3 Effective Date. 


  

	 	(e)	 Each of the representations and warranties made by any Loan Party set forth in Section 3 hereof
shall be true and correct in all material respects (provided that, any representation and warranty that is qualified by “materiality,” “material adverse effect” or similar language shall be true and correct in all
respects (after giving effect to any such qualification therein)) on and as of the Amendment No. 3 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly
relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or if any such representation and warranty is qualified by “materiality,” “material adverse
effect” or similar language, shall be true and correct in all respects (after giving effect to any such qualification therein)) on and as of such earlier date). 



 

	 	(f)	 The Administrative Agent shall have received a certificate of the Borrower, dated the Amendment No. 3
Effective Date, executed by a Responsible Officer of the Borrower certifying compliance with the requirements set forth in clauses (d) and (e) of this Section 4. 



 

	 	(g)	 At least 3 Business Days prior to the Amendment No. 3 Effective Date, any Borrower that qualifies as a
“legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. 



 

	 	(h)	 At least 1 Business Day prior to the Amendment No. 3 Effective Date, the Administrative Agent shall have
received from the Borrower a notice to terminate $100,000,000 of the Revolving Commitments. 



  
 2 













 SECTION 5. CONDITIONS SUBSEQUENT. Immediately following the Amendment No. 3
Effective Date, the aggregate amount of all Revolving Commitments under the Amended Credit Agreement shall be reduced to $300,000,000 and Schedules 1.01 and 1.01A to this Amendment No. 3 shall become effective. 

SECTION 6. REAFFIRMATION. To induce the Lenders and the Administrative Agent to enter into this Amendment No. 3, each of the Loan
Parties hereby acknowledges and reaffirms its obligations under each Loan Document to which it is a party, including, without limitation, any prior grant, prior pledge or prior collateral assignment of a lien or security interest, as applicable,
contained therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the date hereof (including as amended pursuant to this Amendment No. 3). Each Loan Party acknowledges and agrees
that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment
No. 3. Each Guarantor (other than the Borrower) acknowledges and agrees that (i) such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to this Amendment No. 3 and (ii) nothing
in the Credit Agreement, this Amendment No. 3 or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment, consent or waiver of the terms of the Credit Agreement. 

SECTION 7. MISCELLANEOUS PROVISIONS. 
  

	 	(a)	 Ratification. This Amendment No. 3 is limited to the matters specified herein and shall not
constitute acceptance or waiver, or, to the extent not expressly set forth herein, an amendment or modification, of any other provision of the Credit Agreement or any other Loan Document. 



 

	 	(b)	 Governing Law; Submission to Jurisdiction, Consent to Service of Process, Waiver of Jury Trial, Etc.
Sections 9.10 and 9.11 of the Credit Agreement are incorporated by reference herein as if such Sections appeared herein, mutatis mutandis. 


  

	 	(c)	 Severability. Section 9.08 of the Credit Agreement is incorporated by reference herein as if
such Section appeared herein, mutatis mutandis. 


  

	 	(d)	 Expenses; Indemnity; Damage Waiver; No Advisory or Fiduciary Relationship. Sections 9.04 and 9.16
of the Credit Agreement are incorporated by reference herein as if such Sections appeared herein, and shall apply to the activities of BofA and its Related Parties in connection with this Amendment No. 3, mutatis mutandis.



  

	 	(e)	 Counterparts; Headings. This Amendment No. 3 may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment No. 3 by
telecopy or other electronic transmission (including in .pdf format) shall be effective as delivery of a manually executed counterpart of this Amendment No. 3. Article and Section headings used herein are for convenience of reference only, and
are not part of this Amendment No. 3 and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment No. 3. 



 

	 	(f)	 Amendment, Modification and Waiver. This Amendment No. 3 may not be amended nor may any provision
hereof be waived except pursuant to a writing signed by each of the parties hereto. 


 [Remainder of page intentionally
blank; signatures begin next page] 

  
 3 













 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be duly
executed by their respective authorized officers as of the date first above written. 
  

			
	LSC COMMUNICATIONS, INC., as Borrower
		
	By:	 	 /s/ Janet M. Halpin

	Name:	 	Janet M. Halpin
	Title:	 	Treasurer
	
	WITH RESPECT TO SECTION 6:
	 COURIER COMMUNICATIONS LLC,

COURIER KENDALLVILLE, INC.,
 COURIER NEW MEDIA,
INC.,

	 CREEL PRINTING, LLC
 DOVER
PUBLICATIONS, INC.,

	FAIRRINGTON, LLC,
	LSC COMMUNICATIONS MM LLC,
	LSC COMMUNICATIONS US, LLC,
	LSC INTERNATIONAL HOLDINGS, INC.,
	NATIONAL PUBLISHING COMPANY,
	PUBLISHERS PRESS, LLC, and
	QUALITY PARK, LLC,
	each as a Loan Party
		
	By:	 	 /s/ Janet M. Halpin

	Name:	 	Janet M. Halpin
	Title:	 	Treasurer


 [LSC – Signature Page to Amendment No. 3 to Credit Agreement] 












 
			
	BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent
		
	By:	 	 /s/ Angela Larkin

		 	Name: Angela Larkin
		 	Title: Vice President
	
	BANK OF AMERICA, N.A., as Lender
		
	By:	 	 /s/ Kyle Oberkrom

		 	Name: Kyle Oberkrom
		 	Title: Associate


 [LSC – Signature Page to Amendment No. 3 to Credit Agreement] 












 [Lender signature pages on file with the Administrative Agent] 

[LSC – Signature Page to Amendment No. 3 to Credit Agreement] 












 EXHIBIT A 

MARKED VERSION REFLECTING CHANGES 

PURSUANT TO AMENDMENT NO. 3 TO CREDIT AGREEMENT 

ADDED TEXT SHOWN
UNDERSCORED 

DELETED TEXT SHOWN STRIKETHROUGH 

Published CUSIP No: 50219CAA3             

 
  

 
 CREDIT AGREEMENT 

Dated as of September 30, 2016, 

as amended by Amendment No. 1, dated as of November 17, 2017, 

as amended by Amendment
No. 2, dated as of December 20,
2018 

and as further amended by Amendment No. 2,3, dated as of
December 20,
2018,August 2, 2019, 
 among 

LSC COMMUNICATIONS, INC., 
 as
Borrower, 
 THE LENDERS PARTY HERETO, 

and 
 BANK OF AMERICA, N.A., 

as Administrative Agent, Swing Line Lender and an Issuing Bank 

 
  

BANK OF AMERICA, N.A., 
 JPMORGAN
CHASE BANK, N.A., 
 CITIGROUP GLOBAL MARKETS INC., 

CAPITAL ONE SECURITIES, INC., 

FIFTH THIRD SECURITIES, INC. 
 ING
BANK N.V., 
 PNC CAPITAL MARKETS LLC, 

SUNTRUST ROBINSON HUMPHREY, INC., 
 THEMUFG BANK
 OF TOKYO-MITSUBISHI UFJ, LTD., 

U.S. BANK NATIONAL ASSOCIATION, 

and 
 WELLS FARGO SECURITIES, LLC,

 as Joint Lead Arrangers and Joint Bookrunners, 

JPMORGAN CHASE BANK, N.A. and CITIGROUP GLOBAL MARKETS INC., 

as Co-Syndication Agents, 
 and

 CAPITAL ONE SECURITIES, INC., 

FIFTH THIRD SECURITIES, INC. 
 ING
BANK N.V., 
 PNC CAPITAL MARKETS LLC, 

SUNTRUST BANK, 
 THEMUFG BANK
 OF TOKYO-MITSUBISHI UFJ, LTD., 

U.S. BANK NATIONAL ASSOCIATION, 

and 
 WELLS FARGO BANK, NATIONAL
ASSOCIATION, 
 as Co-Documentation Agents 
  

 
  












 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	
	 ARTICLE I
  

Definitions
	  
 

 

			
	 Section 1.01
	 	Defined Terms	  	 	1	 
	 Section 1.02
	 	Classification of Loans and Borrowings	  	 	3839	 
	 Section 1.03
	 	Terms Generally	  	 	3840	 
	 Section 1.04
	 	Accounting Terms; GAAP	  	 	40	 
	 Section 1.05
	 	Rounding	  	 	3940	 
	 Section 1.06
	 	Times of Day	  	 	3940	 
	 Section 1.07
	 	Letter of Credit Amounts	  	 	3940	 
	 Section 1.08
	 	Currencies	  	 	3941	 
	 Section 1.09
	 	Limited Condition Acquisitions	  	 	3941	 
	
	 ARTICLE II
  

The Credits
	  
 

 

			
	 Section 2.01
	 	Commitments	  	 	4041	 
	 Section 2.02
	 	Incremental Revolving Commitments and Incremental Term Loans	  	 	42	 
	 Section 2.03
	 	Procedure for Borrowing	  	 	4344	 
	 Section 2.04
	 	Funding of Borrowings	  	 	4345	 
	 Section 2.05
	 	Interest Elections	  	 	4445	 
	 Section 2.06
	 	Termination and Reduction of Commitments	  	 	46	 
	 Section 2.07
	 	Repayment of Loans; Evidence of Debt	  	 	4546	 
	 Section 2.08
	 	Prepayments	  	 	4547	 
	 Section 2.09
	 	Fees	  	 	4749	 
	 Section 2.10
	 	Interest	  	 	4849	 
	 Section 2.11
	 	Alternate Rate of Interest	  	 	50	 
	 Section 2.12
	 	Increased Costs	  	 	4950	 
	 Section 2.13
	 	Break Funding Payments	  	 	5051	 
	 Section 2.14
	 	Taxes	  	 	5051	 
	 Section 2.15
	 	Pro Rata Treatment and Payments	  	 	5354	 
	 Section 2.16
	 	Mitigation Obligations; Replacement of Lenders	  	 	5456	 
	 Section 2.17
	 	Letters of Credit	  	 	5557	 
	 Section 2.18
	 	Defaulting Lenders	  	 	5960	 
	 Section 2.19
	 	Extensions of Commitments	  	 	62	 
	 Section 2.20
	 	Refinancing Amendments	  	 	6264	 
	 Section 2.21
	 	Loan Repurchases	  	 	6567	 
	 Section 2.22
	 	Swing Line Loans	  	 	68	 
	
	 ARTICLE III
  

Representations and Warranties
	  
 

 

			
	 Section 3.01
	 	Organization; Powers	  	 	70	 
	 Section 3.02
	 	Authorization; Enforceability	  	 	6970	 
	 Section 3.03
	 	Governmental Approvals; No Conflicts	  	 	6970	 
	 Section 3.04
	 	Financial Position	  	 	6970	 
	 Section 3.05
	 	Properties; Flood Documentation	  	 	6970	 
	 Section 3.06
	 	Litigation and Environmental Matters	  	 	7071	 
	 Section 3.07
	 	Compliance with Laws and Agreements	  	 	7071	 


  
 -i- 














							
	 Section 3.08
	 	Investment Company Status	  	 	7071	 
	 Section 3.09
	 	Taxes	  	 	7071	 
	 Section 3.10
	 	ERISA	  	 	7071	 
	 Section 3.11
	 	Disclosure	  	 	7072	 
	 Section 3.12
	 	Liens; Security Interests in the Collateral	  	 	72	 
	 Section 3.13
	 	No Change	  	 	7172	 
	 Section 3.14
	 	Subsidiaries	  	 	7172	 
	 Section 3.15
	 	Solvency	  	 	7172	 
	 Section 3.16
	 	No Default	  	 	7273	 
	 Section 3.17
	 	OFAC	  	 	7273	 
	 Section 3.18
	 	Anti-Corruption Laws	  	 	7273	 
	 Section 3.19
	 	EEA Financial Institutions	  	 	7273	 
	 Section 3.20
	 	Labor Matters	  	 	7273	 
	 Section 3.21
	 	Use of Proceeds	  	 	7273	 
	 Section 3.22
	 	Insurance	  	 	7273	 
	 Section 3.23
	 	USA PATRIOT Act	  	 	7273	 
	 Section
3.24
	 	Beneficial Ownership Certificate	  	 	73	 
	
	 ARTICLE IV
  

Conditions
	  
 

 

			
	 Section 4.01
	 	Closing Date	  	 	74	 
	 Section 4.02
	 	Each Credit Event	  	 	7475	 
	
	 ARTICLE V
  

Affirmative Covenants
	  
 

 

			
	 Section 5.01
	 	Financial Statements; Other Information	  	 	7576	 
	 Section 5.02
	 	Notices of Material Events	  	 	7778	 
	 Section 5.03
	 	Existence; Conduct of Business	  	 	7778	 
	 Section 5.04
	 	Payment of Obligations	  	 	7778	 
	 Section 5.05
	 	Maintenance of Properties; Insurance	  	 	7778	 
	 Section 5.06
	 	Books and Records; Inspection Rights	  	 	7880	 
	 Section 5.07
	 	Compliance with Laws	  	 	7980	 
	 Section 5.08
	 	Use of Proceeds	  	 	7980	 
	 Section 5.09
	 	Guarantors and Collateral	  	 	7980	 
	 Section 5.10
	 	Further Assurances	  	 	8182	 
	 Section 5.11
	 	Ratings	  	 	8182	 
	 Section 5.12
	 	Post-Closing Requirements	  	 	8182	 
	
	 ARTICLE VI
  

Negative Covenants
	  
 

 

			
	 Section 6.01
	 	Indebtedness	  	 	8283	 
	 Section 6.02
	 	Liens	  	 	8485	 
	 Section 6.03
	 	Fundamental Changes	  	 	8687	 
	 Section 6.04
	 	Disposition of Property	  	 	8687	 
	 Section 6.05
	 	Restricted Payments	  	 	8788	 
	 Section 6.06
	 	Transactions with Affiliates	  	 	8889	 
	 Section 6.07
	 	Changes in Fiscal Periods	  	 	8990	 
	 Section 6.08
	 	Sales and Leasebacks	  	 	8990	 
	 Section 6.09
	 	Clauses Restricting Subsidiary Distributions	  	 	8990	 
	 Section 6.10
	 	Financial Maintenance Covenants	  	 	92	 


  
 -ii- 














							
	 Section 6.11
	 	Investments	  	 	9192	 
	 Section 6.12
	 	Restrictive Agreements	  	 	9293	 
	 Section 6.13
	 	Restrictions on Amendments of Certain Documents	  	 	9294	 
	 Section 6.14
	 	Lines of Business	  	 	9294	 
	
	 ARTICLE VII
  

Events of Default
	  
 

 

			
	 Section 7.01
	 	Events of Default	  	 	94	 
	
	 ARTICLE VIII
  

The Administrative Agent
	  
 

 

			
	 Section 8.01
	 	Appointment and Authorization	  	 	96	 
	 Section 8.02
	 	Administrative Agent and Affiliates	  	 	9596	 
	 Section 8.03
	 	Action by Administrative Agent	  	 	9596	 
	 Section 8.04
	 	Consultation with Experts	  	 	9597	 
	 Section 8.05
	 	Delegation of Duties	  	 	97	 
	 Section 8.06
	 	Successor Administrative Agent	  	 	9697	 
	 Section 8.07
	 	Credit Decision	  	 	9798	 
	 Section 8.08
	 	Lead Arrangers; Co-Syndication Agent; Co-Documentation Agents	  	 	9798	 
	 Section 8.09
	 	Tax Indemnification by the Lenders	  	 	9798	 
	 Section 8.10
	 	Administrative Agent May File Proofs of Claim; Credit Bidding	  	 	99	 
	 Section 8.11
	 	Obligations Under Cash Management Agreements and Specified Swap Agreements	  	 	100	 
	 Section
8.12
	 	Certain ERISA Matters	  	 	100	 
	
	 ARTICLE IX
  

Miscellaneous
	  
 

 

			
	 Section 9.01
	 	Notices	  	 	99102	 
	 Section 9.02
	 	Waivers; Amendments	  	 	101103	 
	 Section 9.03
	 	No Waiver; Cumulative Remedies; Enforcement	  	 	102104	 
	 Section 9.04
	 	Expenses; Indemnity; Damage Waiver	  	 	102105	 
	 Section 9.05
	 	Successors and Assigns	  	 	104106	 
	 Section 9.06
	 	Survival	  	 	107110	 
	 Section 9.07
	 	Counterparts; Integration; Effectiveness	  	 	107110	 
	 Section 9.08
	 	Severability	  	 	107110	 
	 Section 9.09
	 	Right of Setoff	  	 	107110	 
	 Section 9.10
	 	Governing Law; Jurisdiction; Consent to Service of Process	  	 	108110	 
	 Section 9.11
	 	WAIVER OF JURY TRIAL	  	 	108111	 
	 Section 9.12
	 	Headings	  	 	109111	 
	 Section 9.13
	 	Confidentiality	  	 	109111	 
	 Section 9.14
	 	USA PATRIOT Act	  	 	109112	 
	 Section 9.15
	 	Collateral and Guarantee Matters	  	 	110112	 
	 Section 9.16
	 	No Advisory or Fiduciary Relationship	  	 	110113	 
	 Section 9.17
	 	Platform; Borrower Materials	  	 	111113	 
	 Section 9.18
	 	Electronic Execution of Assignments and Certain Other Documents	  	 	111114	 
	 Section 9.19
	 	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	  	 	111114	 
	 Section
9.20
	 	Pari Intercreditor Agreement	  	 	114	 
	 Section
9.21
	 	Acknowledgement Regarding Any Supported QFCs.	  	 	114	 


  
 -iii- 













 SCHEDULES: 
  

					
	Schedule 1.01A	  	—	  	Commitments and LC Sublimits
	Schedule 1.01B	  	—	  	Mortgaged Properties
	Schedule 3.06	  	—	  	Disclosed Matters
	Schedule 3.12	  	—	  	Filings
	Schedule 3.14	  	—	  	Guarantors
	Schedule 3.22	  	—	  	Insurance
	Schedule 4.01	  	—	  	UCC-3s
	Schedule 5.12	  	—	  	Post-Closing Requirements
	Schedule 6.01	  	—	  	Existing Indebtedness
	Schedule 6.02	  	—	  	Existing Liens
	Schedule 6.06	  	—	  	Affiliate Transactions
	Schedule 6.09	  	—	  	Existing Restrictions
	Schedule 6.11	  	—	  	Existing Investments
	Schedule 6.12	  		  	Restrictive Agreements
	Schedule 9.01	  	—	  	Notices

 EXHIBITS: 
  

					
	Exhibit A	  	—	  	Form of Assignment and Assumption
	Exhibit B	  	—	  	Form of Borrower Purchasing Party Assignment Agreement
	Exhibit C	  	—	  	Form of Guarantee Agreement
	Exhibit D	  	—	  	Form of Security Agreement
	Exhibit E	  	—	  	Form of Secretary Certificate
	Exhibit F	  	—	  	Form of Pari Intercreditor Agreement
	Exhibit G-1	  	—	  	Form U.S. Tax Certificate (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit G-2	  	—	  	Form U.S. Tax Certificate (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit G-3	  	—	  	Form U.S. Tax Certificate (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit G-4	  	—	  	Form U.S. Tax Certificate (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit H	  	—	  	Form of Perfection Certificate
	Exhibit I	  	—	  	Form of Solvency Certificate
	Exhibit J	  	—	  	Auction Procedures
	Exhibit K	  	—	  	Form of Committed Loan Notice
	Exhibit L	  	—	  	Form of Swing Line Loan Notice


  
 -iv- 













 CREDIT AGREEMENT, dated as of September 30, 2016 (as amended by Amendment No. 1,
dated as of November 17, 2017, as amended by Amendment No. 2, dated as of December 20, 2018 and as further amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”), among
LSC COMMUNICATIONS, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto from time to time, BANK OF AMERICA, N.A., as administrative agent for the Lenders and as collateral agent for the Secured Parties (as
defined herein) (in such capacities, the “Administrative Agent”), as Swing Line Lender and as an Issuing Bank and the other Issuing Banks party hereto from time to time. 

The parties hereto agree as follows: 

ARTICLE I 
 Definitions

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

“2017 Refinancing Arranger” means Merrill Lynch, Pierce, Fenner & Smith Incorporated. 

“2017 Refinancing Term Loans” means the Refinancing Term Loans that are made or deemed made pursuant to Sections 2(a)(i) and
2(b) of Amendment No. 1. 
 “2017 Refinancing Term Commitments” means, as to any Lender, the agreement of such Lender
to (i) exchange the entire principal amount of its Term B Loans made on the Closing Date that are outstanding immediately prior to the effectiveness of Amendment No. 1 (or such lesser amount allocated to it by the 2017 Refinancing
Arranger) for an equal principal amount of 2017 Refinancing Term Loans on the Amendment No. 1 Effective Date or (ii) make 2017 Refinancing Term Loans in an aggregate principal amount not to exceed the amount set forth opposite such
Lender’s name on Schedule 1 to Amendment No. 1. The aggregate amount of all 2017 Refinancing Term Commitments as of the Amendment No. 1 Effective Date is $312,500,000. 

“ABR” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing,
are bearing interest at a rate determined by reference to the Alternate Base Rate. 
 “Act” has the meaning assigned to
such term in Section 9.14. 
 “Accepting Term Lender” has the meaning assigned to such term in Section 2.08(f).

 “Additional Mortgage” has the meaning assigned to such term in Section 5.09(c). 

“Adjustment Date” has the meaning assigned to such term in the definition of “Pricing Grid.” 

“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any
successor administrative agent. 
 “Administrative Agent’s Office” means the Administrative Agent’s address and,
as appropriate, account as set forth on Schedule 9.01, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders. 

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent. 

“Affiliate” means, 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” has the
meaning assigned to such term in Section 2.21(c). 












 “Agent Parties” has the meaning assigned to such term in
Section 9.01(c). 
 “Aggregate Exposure” means, with respect to any Lender at any time, the sum of (a) the
aggregate then outstanding principal amount of such Lender’s Term Loans and (b) the amount of such Lender’s Revolving Commitment then in effect or, if such Revolving Commitment has been terminated, such Lender’s Outstanding
Revolving Credit. 
 “Agreement” has the meaning assigned to such term in the preamble to this Credit Agreement. 

“All-in Yield” means, as to any Loans (or other Indebtedness, if applicable), the yield thereon to Lenders (or other lenders,
as applicable) providing such Loans (or other Indebtedness, if applicable) in the primary syndication thereof, as reasonably determined by the Administrative Agent in consultation with the Borrower, whether in the form of interest rate, margin,
original issue discount, up-front fees, rate floors or otherwise; provided, that original issue discount and up-front fees shall be equated to interest rate based on an assumed four year average life; and provided, further, that
“All-in Yield” shall not include arrangement, commitment, underwriting, structuring or similar fees and customary consent fees for an amendment paid generally to consenting lenders. 

“Alternate Base Rate” means 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 the Administrative Agent as its “prime rate”, (c) the Eurodollar Rate plus 1.00%. The “prime rate” is a
rate set by the Administrative Agent based upon various factors including the Administrative Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be
priced at, above, or below such announced rate. Any change in such rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change. 

“Amendment No. 1” shall mean the Amendment No. 1 to Credit Agreement, dated as of November 17, 2017, among the
Borrower, the other Loan Parties, the Administrative Agent and the Lenders party thereto. 
 “Amendment No. 1 Effective
Date” shall have the meaning assigned to such term in Amendment No. 1. 
 “Amendment No. 2” shall mean
the Amendment No. 2 to Credit Agreement, dated as of December 20, 2018, among the Borrower, the other Loan Parties, the Administrative Agent and the Lenders party thereto. 

“Amendment No. 2 Effective Date” shall have the meaning assigned to such term in Amendment No. 2. 

“Amendment
No. 3” shall mean the Amendment No. 3 to Credit Agreement, dated as of August 5, 2019, among the Borrower, the other Loan Parties, the Administrative Agent and the Lenders party thereto. 

“Amendment No. 3
Effective Date” shall have the meaning assigned to such term in Amendment No. 3. 

“Applicable Percentage” means, with respect to any Lender at any time, the percentage of the Aggregate Exposure of all
Lenders represented by the Aggregate Exposure of such Lender (or, if the Commitments have terminated in full, all Term Loans have been repaid and the Outstanding Revolving Credit has been reduced to zero, such percentage immediately prior to such
termination, repayment and reduction). 
 “Applicable Rate” means (a) for each Revolving Loan, (i) prior to the
first Adjustment Date occurring after the Closing Date, 3.00% for Eurodollar Loans and 2.00% for ABR Loans and (ii) on and after the first Adjustment Date occurring after the Closing Date, a percentage determined in accordance with the Pricing
Grid, (b) for each Term B Loan, 5.50% for Eurodollar Loans and 4.50% for ABR Loans and (c) for each Type of Incremental Term Loan, such per annum rates as shall be agreed to by the Borrower and the applicable Incremental Term Lenders as
shown in the applicable Incremental Assumption Agreement. 
 “Approved Fund” means any Person that is engaged in making,
purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business 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. 

  
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 “Asset Acquisition” means: 

(1) an Investment by the Borrower or any Restricted Subsidiary in any other Person if, as a result of such Investment, such
Person shall become a Restricted Subsidiary, or shall be merged with or into the Borrower or any Restricted Subsidiary, or 

(2) the acquisition by the Borrower or any Restricted Subsidiary of all or substantially all of the assets or equity interests
of any other Person or any division or line of business of any other Person. 
 “Asset Sale” means any sale, issuance,
conveyance, transfer, lease, assignment or other disposition by the Borrower or any Restricted Subsidiary to any Person other than the Borrower or any Restricted Subsidiary (including by means of a sale and leaseback transaction or a merger or
consolidation) (collectively, for purposes of this definition, a “transfer”), in one transaction or a series of related transactions, of any assets of the Borrower or any of its Restricted Subsidiaries other than dispositions of
inventory in the ordinary course of business. For purposes of this definition, the term “Asset Sale” shall not include: 

(1) transfers of cash or Cash Equivalents; 

(2) transfers of assets (including Equity Interests) that are governed by, and made in accordance with, Section 6.03
(other than clause (iii) thereof); 
 (3) Restricted Payments not prohibited by Section 6.05 and Investments not
prohibited by Section 6.11; 
 (4) the creation of any Lien permitted by Section 6.02; 

(5) transfers of assets that are (i) damaged, worn out or obsolete or (ii) replaced by or exchanged for assets of
similar suitability and value; 
 (6) dispositions of property by any subsidiary to the Borrower or to a wholly owned
subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be a Borrower or a Guarantor; 

(7) Involuntary Dispositions; 

(8) Asset Swaps (including assumption of liabilities or obligations in connection therewith) useful in the business of the
Borrower and its Subsidiaries; 
 (9) sales or grants of licenses or sublicenses to use the patents, trade secrets, know-how
and other intellectual property, and licenses, leases or subleases of other assets, of the Borrower or any Restricted Subsidiary to the extent not materially interfering with the business of the Borrower and the Restricted Subsidiaries; and 

(10) any transfer or series of related transfers that, but for this clause, would be Asset Sales, if the aggregate Fair Market
Value of the assets transferred in such transaction or any such series of related transactions does not exceed $10,000,000. 

“Asset Swap” means any exchange of assets of the Borrower or any Restricted Subsidiary for assets of another Person
(including Equity Interests of a Person whose primary business in a Related Business) that are intended to be used by the Borrower or any Restricted Subsidiary in a Related Business. 

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of
any party whose consent is required by Section 9.05), and accepted by the Administrative Agent, in the form of Exhibit A or any other form (including electronic documentation generated by use of an electronic platform) approved by the
Administrative Agent. 

  
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 “Auction Manager” has the meaning assigned to such term in
Section 2.21(a). 
 “Auction Procedures” means auction procedures with respect to Purchase Offers set forth in
Exhibit J hereto. 
 “Auto-Extension Letter of Credit” has the meaning assigned to such term in
Section 2.17(b). 
 “Available Revolving Commitment” means, as to any Revolving Lender at any time, an amount equal to
the excess, if any, of (a) such Lender’s Revolving Commitment then in effect at such time over (b) the sum of such Lender’s Revolving Loans and LC Exposure at such time. 

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in
respect of any liability of an EEA Financial Institution. 
 “Bail-In Legislation” means, with respect to any EEA Member
Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation
Schedule. 
 “Basel III” means, collectively, those certain agreements on capital requirements, leverage ratios and
liquidity standards contained in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems,” “Basel III: International Framework for Liquidity Risk Measurement, Standards and Monitoring,” and
“Guidance for National Authorities Operating the Countercyclical Capital Buffer,” each as published by the Basel Committee on Banking Supervision in December 2010 (as revised from time to time), and as implemented by a Lender’s
primary U.S. federal banking regulatory authority or primary non-U.S. financial regulatory authority, as applicable. 
 “Beneficial
Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation. 

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230. 

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of
ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the
assets of any such “employee benefit plan” or “plan”. 
 “Board” means the Board of Governors of the
Federal Reserve System of the United States of America. 
 “Board of Directors” means the Board of Directors of the
Borrower or any committee thereof duly authorized to act on behalf of such Board of Directors. 
 “Borrower” means LSC
Communications, Inc., a Delaware corporation. 
 “Borrower Materials” has the meaning assigned to such term in
Section 9.17. 
 “Borrowing” means a Loan of the same Class and Type, made, converted or continued on the same date
and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect. 
 “Borrowing Date” means any
Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder. 

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are
authorized or required by law to remain closed; provided that when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in Dollar deposits in the
London interbank market. 

  
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 “Capital Expenditures” means, for the Borrower and its Restricted
Subsidiaries 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 its Restricted Subsidiaries shall not include: 

(a) expenditures to the extent made with proceeds of the issuance of Qualified Equity Interests of the Borrower or capital
contributions to the Borrower or funds that would have constituted Net Proceeds under clause (a) of the definition of the term “Net Proceeds” (but that will not constitute Net Proceeds as a result of the second or third proviso to
such clause (a)); 
 (b) expenditures of 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 its Restricted Subsidiaries to the extent such proceeds are not then required to be applied to prepay Term Loans
pursuant to Section 2.08(c); 
 (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 the Borrower or any Restricted Subsidiary) and for which none of the Borrower or any Restricted 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 that the consideration therefor consists of any combination of (i) used or surplus equipment traded in at the time of such purchase, (ii) the proceeds of a
concurrent sale of used or surplus equipment, in each case, in the ordinary course of business or (iii) any Asset Swap; 

(g) Investments in respect of an Asset Acquisition; or 

(h) the purchase of property, plant or equipment made with proceeds from any Asset Sale or Recovery Event to the extent such
proceeds are not then required to be applied to prepay Term Loans pursuant to Section 2.08(c). 
 “Capital Lease
Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other 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 the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP; provided,
however, that any obligations relating to a lease that would have been accounted by such Person as an operating lease in accordance with GAAP as of the Closing Date shall be accounted for as an operating lease and not a Capital Lease
Obligation for all purposes under this Agreement. 

  
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 “Cash Equivalents” means (1) marketable direct obligations issued by,
or unconditionally guaranteed by, the United States government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (2) certificates of
deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of one year or less from the date of acquisition issued by any commercial bank organized under the laws of the United States or any state thereof;
(3) commercial paper of an issuer rated at least A-1 by Standard & Poor’s or P-1 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing
ratings of commercial paper issuers generally, and maturing within one year from the date of acquisition; (4) repurchase obligations of any commercial bank satisfying the requirements of clause (2) of this definition with respect to
securities issued or fully guaranteed or insured by the United States government; (5) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United
States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government
(as the case may be) are rated at least A by Standard & Poor’s or A by Moody’s; (6) securities with maturities of one year or less from the date of acquisition backed by standby letters of credit issued by any commercial bank
satisfying the requirements of clause (2) of this definition; (7) money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (1) through (6) of this definition; (8) money
market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by Standard & Poor’s or Aaa by Moody’s and (iii) have portfolio
assets of at least $5,000,000,000; and (9) in the case of any Foreign Subsidiary, investments substantially comparable to any of the foregoing investments with respect to the country in which such Foreign Subsidiary is organized. 

“Cash Management Agreement” means any agreement entered into from time to time by the Borrower or any Subsidiary Guarantor
with a Cash Management Bank in connection with cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements, unless, when entered into, such agreement is
designated in writing by the Borrower and the relevant Cash Management Bank to the Administrative Agent to not be included as a Cash Management Agreement. 

“Cash Management Bank” means any Person that (i) at the time it enters into a Cash Management Agreement or provides any
cash management services, is a Lender or the Administrative Agent or an Affiliate of a Lender or the Administrative Agent or (ii) in the case of any Cash Management Agreement in effect on or prior to the Closing Date, is, as of the Closing
Date, a Lender or the Administrative Agent or an Affiliate of a Lender or the Administrative Agent and a party to a Cash Management Agreement. 

“Cash Management Obligations” means obligations owed by the Borrower or any Subsidiary Guarantor to any Cash Management Bank
under any Cash Management Agreement. 
 “CFC” means a “controlled foreign corporation” within the meaning of
Section 957 of the Code. 
 “Change in Law” means (a) the adoption of any law, rule, regulation or treaty after
the Closing Date, (b) any change in any law, rule, regulation or treaty or in the interpretation or application thereof by any Governmental Authority after the Closing Date or (c) compliance by any Lender (or, for purposes of
Section 2.12(b), by any lending office of such Lender or by such Lender’s holding company, if any) with any 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 (including the rules for systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement
– Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated) 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 created, adopted or issued, but only
to the extent it is the general policy of a Lender to impose applicable increased costs or costs in connection with capital adequacy and liquidity requirements similar to those described in clauses (a) and (b) of Section 2.12
generally on other similarly situated borrowers under similar circumstances under agreements permitting such impositions; provided that such Lender shall only be required to certify compliance with such requirement and shall not be obliged to
provide any other information. 

  
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 “Change of Control” means any of the following events: 

(a) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the
Borrower and its subsidiaries, taken as a whole, to any Person; 
 (b) any person or group (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act) (other than, solely on the Closing Date, RRD or any of its Subsidiaries) is or becomes the beneficial owner (as such term is defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 35% of
the aggregate voting power of all outstanding classes or series of the Borrower’s Voting Stock; 
 (c) the Borrower
shall adopt a plan of liquidation or dissolution or any such plan shall be approved by the stockholders of the Borrower; or 

(d) a “change of control triggering event” (or similar event) shall occur in any document pertaining to Material
Indebtedness. 
 Notwithstanding the foregoing, (1) a transaction in which the Borrower becomes a subsidiary of another Person (other
than a Person that is an individual) shall not constitute a Change of Control if the shareholders of the Borrower immediately prior to such transaction beneficially own, directly or indirectly through one or more intermediaries, the same proportion
of voting power of the outstanding classes or series of the Borrower’s voting stock as such shareholders beneficially own immediately following the consummation of such transaction; provided that such Person shall become a Guarantor
hereunder in accordance with the terms of Section 5.09(b) (assuming that the requirements thereunder that apply to newly acquired Restricted Subsidiaries apply to such Person) and thereafter (i) all covenants applicable to a Restricted
Subsidiary shall apply to such Person, (ii) all financial calculations and financial statements made by reference to the Borrower shall be made by reference to such Person and (iii) the Administrative Agent and Borrower shall enter into an
amendment to this Agreement (which shall not require the consent of any other Lender) to give effect to the foregoing; and (2) a transaction in which the Borrower consolidates with or merges into another U.S. Person shall not Constitute a
Change of Control if (A) the outstanding Voting Stock of the Borrower is converted into or exchanged for the Voting Stock (other than Disqualified Equity Interests) of the surviving Person, and (B) immediately after such merger or
consolidation, no person or group (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is the beneficial owner (as such term is defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 35% of the aggregate voting
power of all outstanding classes or series of such surviving Person’s Voting Stock. 
 For purposes of this definition, a Person shall
not be deemed to have beneficial ownership of securities subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement. 

“CIM” means the Confidential Information Memorandum dated September 2016 and made available to the Lenders in connection with
this Agreement. 
 “Class” (a) when used in reference to any Loans or Borrowing, refers to whether such Loans or the
Loans comprising such Borrowing, are Revolving Loans, Term B Loans, Incremental Term Loans established as a new Class of Loans, Extended Term Loans or Extended Revolving Loans established as a new Class of Loans or Refinancing Term Loans or
Replacement Revolving Loans established as a new Class of Loans and (b) when used in reference to any Commitments, refers to whether such Commitment is in respect of a commitment to make Revolving Loans, Term B Loans, Incremental Term Loans of
a given Class, Extended Term Loans or Extended Revolving Loans of a given Class or Refinancing Term Loans or Replacement Revolving Loans of a given Class. 

“Closing Date” means the date on which the conditions precedent set forth in Section 4.01 shall have been satisfied (or
waived in accordance with Section 9.02). 
 “Code” means the Internal Revenue Code of 1986, as amended from time to
time. 

  
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 “Co-Documentation Agents” means U.S. Bank National Association, Wells Fargo
Bank, National Association, TheMUFG Bank of Tokyo-Mitsubishi UFJ, Ltd., PNC Capital Markets LLC, Capital One
Securities, Inc., SunTrust Bank, Fifth Third Securities, Inc. and ING Bank N.V. 
 “Co-Syndication Agent” means
JPMorgan Chase Bank, N.A. and Citigroup Global Markets Inc. 
 “Collateral” has the meaning assigned to such term or a
similar term in each of the Collateral Documents and shall also include the Mortgaged Properties and all property pledged or granted (or purported to be pledged or granted) as collateral pursuant to the Security Agreement and the other Collateral
Documents on the Closing Date or thereafter pursuant to Section 5.09. 
 “Collateral Documents” means the Security
Agreement and each other security document, Mortgage, pledge agreement or collateral agreement executed and delivered in connection with this Agreement and/or the other Loan Documents to grant a security interest in any property as collateral to
secure the Obligations. 
 “Commitment” means, with respect to each Lender (to the extent applicable), such Lender’s
Incremental Commitment, Revolving Commitment, Term Loan Commitment and Extended Revolving Commitment, as applicable. 
 “Committed
Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurodollar Loans, pursuant to Section 2.05(a), which shall be substantially in the form of
Exhibit K or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed
by a Responsible Officer of the Borrower. 
 “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1
et seq.), as amended from time to time, and any successor statute. 
 “Consolidated Amortization Expense” for any
Test Period means the amortization expense of the Borrower and its Restricted Subsidiaries for such Test Period, determined on a consolidated basis in accordance with GAAP. 

“Consolidated Cash Interest Expense” means, for any Test Period, Consolidated Interest Expense for such Test Period minus, to
the extent included in such Consolidated Interest Expense for such Test Period (i) amortization or write-off of deferred financing fees and (ii) any other amount that was not payable in cash during such Test Period or any future period.

 “Consolidated Depreciation Expense” for any Test Period means the depreciation expense of the Borrower and its
Restricted Subsidiaries for such Test Period, determined on a consolidated basis in accordance with GAAP. 
 “Consolidated
EBITDA” for any Test Period means, without duplication, the sum of the amounts for such Test Period of 
 (1)
Consolidated Net Income, plus 
 (2) in each case only to the extent (and in the same proportion) deducted in
determining Consolidated Net Income, 
 (a) Consolidated Income Tax Expense, 

(b) Consolidated Amortization Expense, 

(c) Consolidated Depreciation Expense, 

(d) Consolidated Interest Expense, 

  
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 (e) all non-cash compensation, as reported in the Borrower’s financial
statements, 
 (f) any non-cash charges or losses or realized losses related to the write-offs, write-downs or mark-to-market
adjustments or sales or exchanges of any investments in debt or equity securities by the Borrower or any Restricted Subsidiary, 

(g) the aggregate amount of all other non-cash charges, expenses or losses reducing such Consolidated Net Income, including any
impairment (including any impairment of intangibles and goodwill) (excluding any non-cash charge, expense or loss that results in an accrual of a reserve for cash charges in any future period and any non-cash charge, expense or loss relating to
write-offs, write downs or reserves with respect to accounts receivable or inventory), for such Test Period, 
 (h) the
amount of any cash charges in respect of restructuring, non-recurring or unusual items, provided that the aggregate amount added back pursuant to this clause (h) (excluding charges and expenses in connection with the Transactions that
are accrued within 12 months of the Closing Date), when aggregated with the amount calculated pursuant to clause (2) of the
definition of “Pro Forma Basis,” shall not exceed 1020% of Consolidated EBITDA for such Test Period prior to giving effect to such addback,
minus  
 (3) in each case only to the extent (and in the same proportion) included in determining Consolidated
Net Income, any non-cash or realized gains related to mark-to-market adjustments or sales or exchanges of any investments in debt or equity securities by the Borrower or any Restricted Subsidiary, 

in each case determined on a consolidated basis in accordance with GAAP. 

“Consolidated Income Tax Expense” for any Test Period means the provision for taxes of the Borrower and its Restricted
Subsidiaries for such Test Period, determined on a consolidated basis in accordance with GAAP. 
 “Consolidated Interest
Expense” for any Test Period means the sum, without duplication, of the total interest expense of the Borrower and its Restricted Subsidiaries on a consolidated basis for such Test Period (including without limitation interest expense under
Capital Lease Obligations that is treated as interest in accordance with GAAP), minus consolidated interest income of the Borrower and its Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP. 

“Consolidated Leverage Ratio” means, on a Pro Forma Basis as of any date of determination, the ratio of (a) Consolidated
Total Indebtedness of the Borrower and its Restricted Subsidiaries as of such date to (b) Consolidated EBITDA for the Test Period ending on such date (or, except for purposes of Section 6.10, the most recent Test Period ending prior to
such date for which financial statements have been delivered to the Lenders pursuant to Section 4.01 or 5.01). 
 “Consolidated
Net Income” for any Test Period means the net income (or loss) of the Borrower and the Restricted Subsidiaries for such Test Period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded
from such net income (to the extent otherwise included therein), without duplication: 
 (1) the net income (or loss) of any
Person that is not a Restricted Subsidiary, except to the extent such income has actually been distributed in cash to the Borrower or any Restricted Subsidiary during such period; 

(2) gains and losses due solely to fluctuations in currency values and the related tax effects according to GAAP; 

(3) gains and losses with respect to Hedging Obligations; 

(4) the cumulative effect of any change in accounting principles; 

  
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 (5) any extraordinary, unusual or nonrecurring gain or loss, together with
any related provision for taxes on any such extraordinary, unusual or nonrecurring gain or loss (or the tax effect of any such extraordinary, unusual or nonrecurring loss), realized by the Borrower or any Restricted Subsidiary during such period;

 (6) gains and losses from Asset Sales; 

(7) any net after-tax income or loss from discontinued operations and any net after-tax gains or losses on disposal of
discontinued operations; and 
 (8) any gain (or loss), together with any related provisions for taxes on any such gain (or
the tax effect of any such loss), realized during such period by the Borrower or any Restricted Subsidiary upon (a) the acquisition of any securities, or the extinguishment of any Indebtedness, of the Borrower or any Restricted Subsidiary or
(b) the sale of any financial or equity investment by the Borrower or any Restricted Subsidiary. 
 “Consolidated Secured
Indebtedness” means, at any date, Consolidated Total Indebtedness as of such date minus any amount included in Consolidated Total Indebtedness that is not secured by a Lien on any asset of the Borrower or any of the Restricted
Subsidiaries other than Indebtedness incurred in reliance on Section 6.01(t)(i)(x) and Refinancing Indebtedness in respect of Indebtedness incurred in reliance on Section 6.01(t)(i)(x). 

“Consolidated Secured Leverage Ratio” means, on a Pro Forma Basis as of any date of determination, the ratio of
(a) Consolidated Secured Indebtedness as of such date to (b) Consolidated EBITDA for the most recent Test Period ending prior to such date for which financial statements have been delivered to the Lenders pursuant to Section 4.01 or
5.01. 
 “Consolidated Total Indebtedness” means, at any date, the aggregate principal amount of Indebtedness of the
Borrower and the Restricted Subsidiaries on a consolidated basis in accordance with GAAP of a type described in clause (1), (2), (3) (solely to the extent of any unreimbursed drawings), (4), (5) or (7) of the definition of
“Indebtedness.” 
 “Consolidated Working Capital” means, with respect to the Borrower and its Restricted
Subsidiaries on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided that increases or decreases in Consolidated Working Capital
shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent or (b) the
effects of purchase accounting. 
 “Contractual Obligation” means, as to any Person, any provision of any security issued
by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. 

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. 

“Covered Party”
has the meaning specified in Section 9.21(a). 
 “Current Assets” means, with respect to the Borrower and its Restricted
Subsidiaries on a consolidated basis at any date of determination, all assets (other than cash, Cash Equivalents or other cash equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and its
Restricted Subsidiaries as current assets at such date of determination, other than amounts related to current or deferred taxes based on income or profits. 

  
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 “Current Liabilities” means, with respect to the Borrower and its
Restricted 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 its Restricted Subsidiaries as current liabilities
at such date of determination, other than (a) the current portion of any Indebtedness, (b) accruals of Consolidated Interest Expense (excluding Consolidated Interest Expense that is due and unpaid), (c) accruals for current or
deferred taxes based on income or profits, (d) accruals, if any, of transaction costs resulting from the Transactions, (e) 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 (f) accruals for exclusions from Consolidated Net Income included in clause (5) of the definition of such term. 

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

“Declined Prepayment Amount” has the meaning assigned to such term in Section 2.08(f). 

“Declining Term Lender” has the meaning assigned to such term in Section 2.08(f). 

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both
would, unless cured or waived, become an Event of Default. 
 “Defaulting Lender” means, subject to the last paragraph of
Section 2.18, any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the
Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in
such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any Issuing Bank, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in
Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, an Issuing Bank or the Swing Line Lender in writing that it does not intend to comply with its
funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s
determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three
Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender
shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the
subject of a proceeding under any Debtor Relief Law, other than via an Undisclosed Administration, (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 or (iii) become the subject of a Bail-In
Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as
such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such
Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses
(a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to the last paragraph of Section 2.18) as of
the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, each Issuing Bank, the Swing Line Lender and each other Lender promptly
following such determination. 

  
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“Delaware LLC”
means any limited liability company organized or formed under the laws of the State of Delaware. 

“Delaware Divided
LLC” means any Delaware LLC which has been formed upon consummation of a Delaware LLC Division. 

“Delaware LLC
Division” means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act. 

“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction. 

“Designated Noncash Consideration” means the Fair Market Value of noncash consideration received by the Borrower or a
Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents
received in connection with a subsequent sale of such Designated Noncash Consideration. 
 “Designation” has the meaning
assigned to such term in the definition of “Unrestricted Subsidiary.” 
 “Designation Amount” has the meaning
assigned to such term in the definition of “Unrestricted Subsidiary.” 
 “Disclosed Matters” means the actions,
suits and proceedings and the environmental matters disclosed in Schedule 3.06. 
 “Disposition” means, with respect to any
property, any sale, lease, license, sale and leaseback, assignment, conveyance, transfer or other disposition thereof and including any
disposition of property to a Delaware Divided LLC pursuant to a Delaware LLC Division. The terms “Dispose” and “Disposed of” shall have correlative meanings.

 “Disqualified Equity Interests” of any Person means any class of Equity Interests of such Person that, by its
terms, or by the terms of any related agreement or of any security into which it is convertible, puttable or exchangeable, is, or upon the happening of any event or the passage of time would be, required to be redeemed by such Person, whether or not
at the option of the holder thereof, or matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part, in each case on or prior to the date that is 91 days after the Revolving Termination Date;
provided, however, that any class of Equity Interests of such Person that, by its terms, authorizes such Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant to a
sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of Equity Interests that are not Disqualified Equity Interests, and that is not convertible, puttable or exchangeable for Disqualified Equity Interests or Indebtedness,
will not be deemed to be Disqualified Equity Interests so long as such Person satisfies its obligations with respect thereto solely by the delivery of Equity Interests that are not Disqualified Equity Interests; provided, further,
however, that any Equity Interests that would not constitute Disqualified Equity Interests but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests are convertible, exchangeable
or exercisable) the right to require the Borrower to redeem such Equity Interests upon the occurrence of a change of control or asset sale (with associated reinvestment rights no less favorable than those set forth in this Agreement and which do not
require a prepayment from any Asset Sale from amounts required to prepay Term Loans) occurring prior to the 91st day after the Revolving Termination Date shall not constitute Disqualified Equity
Interests if such Equity Interests specifically provide that the Borrower will not redeem any such Equity Interests pursuant to such provisions prior to the Obligations (other than (x) (i) Cash Management Obligations and
(ii) Obligations under Specified Swap Agreements not yet due and payable, and (y) contingent obligations not yet accrued and payable) having been paid in full, all Letters of Credit having been cash collateralized or otherwise back-stopped
or having been terminated, and all Commitments having been terminated. 
 “Dollars” or “$” refers to
lawful money of the United States of America. 

  
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 “Domestic Subsidiary” means any Restricted Subsidiary of the Borrower that
is not a Foreign Subsidiary. 
 “EEA Financial Institution” means (a) any credit institution or investment firm
established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition,
or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. 

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

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

“Environmental Law” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices
or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous
Material. 
 “Environmental Liability” means any liability, contingent or otherwise (including any liability for damages,
costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Restricted Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use,
handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract,
agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 

“Equity Interests” means, of any Person, (1) any and all shares or other equity interests (including common stock,
preferred stock, limited liability company interests and partnership interests) in such Person and (2) all rights to purchase, warrants or options (whether or not currently exercisable), participations or other equivalents of or interests in
(however designated) such shares or other interests in such Person, but excluding any debt securities convertible into such shares or other interests. 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and
regulations promulgated thereunder. 
 “ERISA Affiliate” means any trade or business (whether or not incorporated) that,
together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code. 
 “ERISA Event” means (a) any “reportable event” (as defined in
Section 4043(c) of ERISA or the regulations issued thereunder) with respect to a Plan other than an event for which the 30-day notice period is waived; (b) any failure by any Plan to satisfy the minimum funding standards (within the
meaning of Sections 412 or 430 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived; (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; (d) the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by the Borrower or any of its ERISA
Affiliates to make any required contribution to a Multiemployer Plan; (e) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan, including but not
limited to the imposition of any Lien in favor of the PBGC or any Plan; (f) a determination that any Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Title IV of ERISA);
(g) the receipt by the Borrower 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; (h) the incurrence by the Borrower or
any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan (or a cessation 

  
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of operations that is treated as such a withdrawal under Section 4062(e) of ERISA) or Multiemployer Plan; or (i) the receipt by the Borrower or any ERISA Affiliate of any notice, or the
receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, Insolvent, in Reorganization or in
endangered or critical status, within the meaning of Section 432 of the Code or Section 305 of ERISA. 
 “EU Bail-In
Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time. 

“Eurodollar” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, are bearing interest at a rate determined by reference to the Eurodollar Rate. 
 “Eurodollar Rate” means: 

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

provided that (i) to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the
approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a
manner as otherwise reasonably determined by the Administrative Agent and (ii) in the event that the Eurodollar Rate as determined above (x) for any Term B Loan would otherwise be less than 0.75%, such Eurodollar Rate shall be deemed to be
0.75% or (y) for any other Loan would otherwise be less than 0.00%, such Eurodollar Rate shall be deemed to be 0.00%. 
 “Event
of Default” has the meaning assigned to such term in Section 7.01. 
 “Excess Cash Flow” means, for any
period, an amount equal to the excess of: 
 (a) the sum, without duplication, of 

(i) Consolidated Net Income for such period, 

(ii) an amount equal to the amount of all non-cash charges to the extent deducted in arriving at such Consolidated Net Income
and cash receipts included in clauses (1) through (8) of the definition of Consolidated Net Income and excluded in arriving at such Consolidated Net Income, 

(iii) decreases in Consolidated Working Capital for such period (other than any such decreases arising from dispositions
outside the ordinary course of business by the Borrower and its Restricted Subsidiaries completed during such period), 

(iv) cash receipts by the Borrower and its Restricted Subsidiaries in respect of Hedging Obligations during such fiscal year to
the extent not otherwise included in such Consolidated Net Income; and 

  
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 (v) the amount by which tax expense deducted in determining such
Consolidated Net Income for such period exceeded taxes (including penalties and interest) paid in cash or tax reserves set aside or payable (without duplication) by the Borrower and its Restricted Subsidiaries in such period, 

over (b) the sum, without duplication, of 

(i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges
included in clauses (1) through (8) of the definition of Consolidated Net Income and included in arriving at such Consolidated Net Income, 

(ii) without duplication of amounts deducted pursuant to clause (ix) below in prior years, the amount of Capital
Expenditures or acquisitions of Intellectual Property made in cash during such period by the Borrower and its Restricted Subsidiaries, except to the extent that such Capital Expenditures or acquisitions were financed with the proceeds of
Indebtedness of the Borrower or its Restricted Subsidiaries (other than under the Revolving Facility), 
 (iii) the aggregate
amount of all principal payments of Indebtedness of the Borrower and its Restricted Subsidiaries (including (A) the principal component of payments in respect of Capital Lease Obligations and (B) the amount of any scheduled repayment of
Term Loans, but excluding (x) all other prepayments of Term Loans, (y) all prepayments of Revolving Loans and (z) all prepayments in respect of any other revolving credit facility, except in the case of clauses (y) and
(z) to the extent there is an equivalent permanent reduction in commitments thereunder), except to the extent financed with the proceeds of other Indebtedness (other than under the Revolving Facility) of the Borrower or its Restricted
Subsidiaries, 
 (iv) increases in Consolidated Working Capital for such period (other than any such increases arising from
acquisitions outside the ordinary course of business by the Borrower and its Restricted Subsidiaries completed during such period or the application of purchase accounting), 

(v) payments by the Borrower and its Restricted Subsidiaries during such period in respect of long-term liabilities of the
Borrower and the Subsidiaries other than Indebtedness, to the extent not already deducted from Consolidated Net Income, except to the extent financed with the proceeds of other Indebtedness (other than under the Revolving Facility of the Borrower or
its Restricted Subsidiaries), 
 (vi) without duplication of amounts deducted pursuant to clause (ix) below in prior
fiscal years, the aggregate amount of cash consideration paid by the Borrower and the Subsidiaries (on a consolidated basis) in connection with Investments (including acquisitions) made during such period pursuant to Section 6.11 (except for
those Investments made under Sections 6.11(b), (d), (g), (i) and (m)) to the extent that such Investments were financed with internally generated cash flow of the Borrower and its Restricted Subsidiaries, 

(vii) the amount of Restricted Payments during such period (on a consolidated basis) by the Borrower and its Restricted
Subsidiaries made in compliance with Section 6.05 (other than Section 6.05(ii), (iv), (v), (vii), (ix) and (xii)) to the extent such Restricted Payments were financed with internally generated cash flow of the Borrower and its
Restricted Subsidiaries, 
 (viii) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash
by the Borrower and its Restricted Subsidiaries during such period that are made in connection with any prepayment of Indebtedness to the extent that such payments are not deducted in calculating Consolidated Net Income and were not funded with the
proceeds of other Indebtedness (other than Indebtedness under the Revolving Facility) of the Borrower or its Restricted Subsidiaries, 

  
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 (ix) without duplication of amounts deducted from Excess Cash Flow in prior
periods, the aggregate consideration required to be paid in cash by the Borrower or any of its Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to
Asset Acquisitions, Capital Expenditures or acquisitions of intellectual property to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such period, provided that to the extent the
aggregate amount of internally generated cash actually utilized to finance such Asset Acquisition, Capital Expenditures or acquisitions of intellectual property during such period of four consecutive fiscal quarters is less than the Contract
Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters, 

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

(xi) cash expenditures in respect of Hedging Obligations during such fiscal year to the extent not deducted in arriving at such
Consolidated Net Income. 
 “Excess Cash Flow Period” means each fiscal year of the Borrower, commencing with the fiscal
year of the Borrower ending December 31, 2017. 
 “Exchange Act” means the Securities Exchange Act of 1934, as
amended. 
 “Excluded Indebtedness” means all Indebtedness permitted to be incurred under Section 6.01. 

“Excluded Property” shall have the meaning assigned thereto in the Security Agreement. 

“Excluded Subsidiary” means (a) any subsidiary that is not a Wholly Owned Subsidiary, (b) any subsidiary that is
prohibited by applicable law or by Contractual Obligations existing on the Closing Date (or, in the case of any newly acquired subsidiary, in existence at the time of acquisition but not entered into in contemplation thereof) from guaranteeing the
Obligations or if guaranteeing the Obligations would require governmental (including regulatory) consent, approval, license or authorization, (c) any subsidiary that is not a Material Domestic Subsidiary, (d) any Unrestricted Subsidiary,
(e) any FSHCO and (f) any Domestic Subsidiary that is a direct or indirect subsidiary of a Foreign Subsidiary that is a CFC; provided that no Subsidiary of the Borrower that Guarantees Other First Lien Debt shall be deemed to be an
Excluded Subsidiary. 
 “Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the
extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule,
regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of (a) such Guarantor’s failure for any reason to constitute an “eligible contract
participant” as defined in the Commodity Exchange Act and the regulations thereunder or (b) in the case of a Swap Obligation subject to a clearing requirement pursuant to Section 2(h) of the Commodity Exchange Act (or any successor
provision thereto), because such Guarantor is a “financial entity,” as defined in Section 2(h)(7)(C)(i) of the Commodity Exchange Act (or any successor provision thereto), in each case at the time the Guarantee of such Guarantor or
the grant of such security interest becomes effective with respect to such Swap Obligation, unless otherwise agreed between the Administrative Agent and the Borrower. If a Swap Obligation arises under a master agreement governing more than one swap,
such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal. 

“Excluded Taxes” means (a) in the case of each Lender and the Administrative Agent, taxes imposed on its overall net
income, and franchise taxes imposed on it in lieu of net income taxes, by a jurisdiction (including any political subdivision thereof) as a result of (i) such Lender or the Administrative Agent’s being organized under the laws of or having
a principal office in such jurisdiction and, in the case of a Lender, having an applicable lending office in such jurisdiction or (ii) any other present or former connection between such Lender or the Administrative Agent and the jurisdiction
(other than any connection arising solely from such Lender or the Administrative Agent 

  
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having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant
to and/or enforced any Loan Document); (b) any tax in the nature of branch profits taxes imposed by any jurisdiction described in clause (a); (c) in the case of a Non-U.S. Lender, United States federal withholding tax imposed pursuant to
laws in effect on the date on which (i) such Non-U.S. Lender becomes a Lender or (ii) such Non-U.S. Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.14, additional amounts with respect
to such taxes were payable either to such Non-U.S. Lender’s assignor immediately before such Non-U.S. Lender became a party hereto or to such Non-U.S. Lender immediately before it changed its lending office; (d) any taxes attributable to
such Lender’s failure to comply with Section 2.14(e) and (e) any United States federal withholding taxes imposed under FATCA. 

“ExpressMap” means an aerial map issued by a survey provider that has been selected by the Borrower and is reasonably
acceptable to the Administrative Agent with respect to any Mortgaged Property, in form and substance reasonably acceptable to the Administrative Agent, together with a written certificate executed by a Responsible Officer of the Borrower stating
that the material improvements utilized in connection with such Mortgaged Property (i) are located within such Mortgaged Property and (ii) are depicted on the aerial map relating to such Mortgaged Property and is otherwise sufficient to
allow the issuance of the Mortgage Policy with respect to such Mortgaged Property without any exception (other than customary exceptions) for such matters as would be shown on an accurate survey of the Mortgaged Property and with a standard
“land same as survey” and such other customary survey related endorsements as the Administrative Agent may reasonably request. 

“Extended Revolving Commitment” shall have the meaning assigned to such term in Section 2.19(a). 

“Extended Revolving Loan” shall have the meaning assigned to such term in Section 2.19(a). 

“Extended Term Loan” shall have the meaning assigned to such term in Section 2.19(a). 

“Extending Lender” shall have the meaning assigned to such term in Section 2.19(a). 

“Extension” shall have the meaning assigned to such term in Section 2.19(a). 

“Extension Amendment” shall have the meaning assigned to that term in Section 2.19(b). 

“Fair Market Value” means, with respect to any asset, as determined by the Borrower, the price (after taking into account any
liabilities relating to such assets) that would be negotiated in an arm’s-length transaction for cash between a willing seller and a willing and able buyer, neither of which is under any compulsion to
complete the transaction. 
 “Facility” means any of (a) the Revolving Facility and (b) each Term Facility. 

“Facility Fee Rate” means (a) prior to the first Adjustment Date occurring after the Closing Date, 0.50% and (b) on
and after the first Adjustment Date occurring after the Closing Date, a rate determined in accordance with the Pricing Grid. 

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version
that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the current Code (or any
amended or successor version described above) and any intergovernmental agreements implementing the foregoing. 
 “Federal Funds
Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business
Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding
Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the
Administrative Agent on such day on such transactions as determined by the Administrative Agent. 

  
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 “Financial Covenants” means the covenants set forth in Section 6.10.

 “Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the
Borrower. 
 “Flood Documentation” shall mean with respect to each Mortgaged Property located in the United States of
America or any territory thereof, (i) a completed “life-of-loan” Federal Emergency Management Agency standard flood hazard determination (to the extent a Mortgaged Property is located in a Special Flood Hazard Area, together with a
notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the applicable Loan Party relating thereto) and (ii) a copy of, or a certificate as to coverage under, and a declaration page relating to, the
insurance policies, along with a copy of the underlying policies (if requested by the Administrative Agent) required by Section 5.05 hereof and the applicable provisions of the Collateral Documents, the property policy shall (A) be
endorsed or otherwise amended to include a “standard” lender’s loss payable or mortgagee endorsement (as applicable), (B) the general liability policy shall name the Administrative Agent, on behalf of the Secured Parties, as
additional insured, (C) identify the address of each property located in a Special Flood Hazard Area, the applicable flood zone designation and the flood insurance coverage and deductible relating thereto and (D) be otherwise in form and
substance reasonably satisfactory to the Administrative Agent, subject to the provisions of Section 5.05. 
 “Flood Insurance
Laws” shall mean, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any
successor statute thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor
statute thereto and (v) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto. 

“Foreign Lender” means any Lender that is not a “United States person” as defined in Section 7701(a)(30) of
the Code. 
 “Foreign Subsidiary” means any Restricted Subsidiary of the Borrower that is organized under the laws of any
jurisdiction other than the United States, any State thereof or the District of Columbia. 
 “Form 10” means Amendment
No. 8 to Form 10, filed with the SEC on September 20, 2016. 
 “Fronting Exposure” means, at any time there is a
Defaulting Lender, (a) with respect to any Issuing Bank, such Defaulting Lender’s Revolving Commitment Percentage of the outstanding LC Exposure other than LC Exposure as to which such Defaulting Lender’s participation obligation has
been reallocated to other Lenders or cash collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Revolving Commitment Percentage of Swing Line Loans other than Swing Line
Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof. 

“FSHCO” means any Domestic Subsidiary that owns no material assets other than Equity Interests of one or more Foreign
Subsidiaries that are CFCs or Equity Interests of one or more other FSHCOs. 
 “GAAP” means generally accepted accounting
principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, consistently applied. 

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision
thereof, whether state, local, provincial or otherwise and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government. 

  
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 “Guarantee” of or by any Person (the “Guarantor”) means a
direct or indirect guarantee by any Person of any Indebtedness of any other Person and includes any obligation, direct or indirect, contingent or otherwise, of such Person (1) to purchase or pay (or advance or supply funds for the purchase or
payment of) Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep well, to purchase assets, goods, securities or services (unless such purchase arrangements are on arm’s length terms
and are entered into in the ordinary course of business), to take-or-pay, or to maintain financial statement conditions or otherwise); or (2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the
payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); “Guarantee,” when used as a verb, and “Guaranteed” have correlative meanings. 

“Guarantee Agreement” means the Guarantee Agreement to be executed and delivered by each Subsidiary Guarantor, substantially
in the form of Exhibit C. 
 “Guarantor” has the meaning assigned to such term in the definition of “Guarantee.”

 “Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances,
wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law. 
 “Hedge Bank” has the meaning assigned to such term in the definition of
“Specified Swap Agreement.” 
 “Hedging Obligations” of any Person means the obligations of such Person under
swap, cap, collar, forward purchase or similar agreements or arrangements dealing with interest rates, currency exchange rates or commodity prices, either generally or under specific contingencies. 

“HMT” has the meaning assigned to such term in the definition of “Sanction(s).” 

“Incremental Amount” means, at any time, the greater of: 

(a) the excess (if any) of 

(i) $50,000,000; provided that no net proceeds from any Incremental Facility incurred pursuant to this clause (i) may be
used for Restricted Payments; over 
 (ii) the aggregate amount of all Incremental Term Loan Commitments and
Incremental Revolving Commitments, in each case, established after the Closing Date and prior to such time pursuant to Section 2.02 and the aggregate principal amount of Indebtedness incurred in reliance on Section 6.01(t)(i)(x),
Section 6.01(u)(i)(x) and Section 6.01(v)(i)(x); and 
 (b) any amounts so long as immediately after giving pro
forma effect to the establishment of the commitments in respect thereof, any Asset Acquisition consummated concurrently therewith and the use of proceeds of the loans thereunder, the Consolidated Secured Leverage Ratio is equal to or less than 2.00
to 1.00 and calculated as if any Incremental Commitments were fully drawn on the effective date thereof. 
 “Incremental Assumption
Agreement” means an Incremental Assumption Agreement in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and, if applicable, one or more Incremental Term Lenders and/or
Incremental Revolving Lenders. 
 “Incremental Assumption Amendment” means any amendment to the Incremental Assumption
Agreement. 

  
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 “Incremental Commitment” means an Incremental Term Loan Commitment or an
Incremental Revolving Commitment. 
 “Incremental Facility” means the Incremental Commitments and the Incremental Loans
made thereunder. 
 “Incremental Loan” means an Incremental Term Loan or an Incremental Revolving Loan. 

“Incremental Revolving Commitment” means the commitment of any Lender, established pursuant to Section 2.02, to make
Incremental Revolving Loans to the Borrower. 
 “Incremental Revolving Lender” means a Lender with an Incremental Revolving
Commitment or an outstanding Incremental Revolving Loan. 
 “Incremental Revolving Loan” means Revolving Loans made by one
or more Revolving Lenders to the Borrower pursuant to an Incremental Revolving Commitment to make additional Revolving Loans. 

“Incremental Term Facility” means the Incremental Term Loan Commitments and the Incremental Term Loans made thereunder. 

“Incremental Term Lender” means a Lender with an Incremental Term Loan Commitment or an outstanding Incremental Term Loan.

 “Incremental Term Loan Commitment” means the commitment of any Lender, established pursuant to Section 2.02, to
make Incremental Term Loans to the Borrower. 
 “Incremental Term Loans” means any term loans borrowed in connection with
an Incremental Assumption Agreement. 
 “Indebtedness” of any Person at any date means, without duplication: 

(1) all liabilities, contingent or otherwise, of such Person for borrowed money; 

(2) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; 

(3) all reimbursement obligations of such Person in respect of letters of credit, letters of guaranty, bankers’
acceptances and similar credit transactions; 
 (4) all obligations of such Person to pay the deferred and unpaid purchase
price of property or services, except (i) trade payables and accrued expenses incurred by such Person in the ordinary course of business and (ii) amounts accrued associated with contingent consideration arrangements; 

(5) all Capital Lease Obligations of such Person; 

(6) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; 

(7) all Indebtedness of others Guaranteed by such Person to the extent of such Guarantee; provided that Indebtedness of
the Borrower or its subsidiaries that is Guaranteed by the Borrower or the Borrower’s subsidiaries shall only be counted once in the calculation of the amount of Indebtedness of the Borrower and its subsidiaries on a consolidated basis; and


  
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 (8) all obligations of such Person under conditional sale or other title
retention agreements relating to assets purchased by such Person (excluding obligations arising from inventory transactions in the ordinary course of business). 

The amount of any Indebtedness which is incurred at a discount to the principal amount at maturity thereof as of any date shall be deemed to have been
incurred at the accreted value thereof as of such date. The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above, the maximum liability of such Person for
any such contingent obligations at such date and, in the case of clause (6), the lesser of (a) the Fair Market Value of any asset subject to a Lien securing the Indebtedness of others on the date that the Lien attaches and (b) the amount
of the Indebtedness secured. 
 “Indemnified Taxes” means all Taxes other than Excluded Taxes. 

“Indemnitee” has the meaning assigned to such term in Section 9.04(b). 

“Ineligible Institution” means (a) a Defaulting Lender, (b) except with respect to assignments made pursuant to
Section 2.21, the Borrower, any of its Subsidiaries or any of its Affiliates, or (c) a company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof. 

“Information” has the meaning assigned to such term in Section 9.13. 

“Insolvency or Liquidation Proceeding” means: 

(a) any voluntary or involuntary case or proceeding under any Debtor Relief Law with respect to any Loan Party; 

(b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding with respect to any Loan Party or with respect to a material portion of their respective assets; 

(c) any liquidation, dissolution, reorganization or winding up of any Loan Party, whether voluntary or involuntary, whether or
not under a court’s jurisdiction or supervision, and whether or not involving insolvency or bankruptcy; or 
 (d) any
general assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Loan Party. 

“Insolvent” with respect to any Multiemployer Plan means the condition that such Multiemployer Plan is insolvent within the
meaning of Section 4245 of ERISA. 
 “Intellectual Property” means the collective reference to all rights, priorities
and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, patents, trademarks, service marks, trade dress, internet domain names, software, data,
databases, technology, know-how, trade secrets, processes and other confidential or proprietary information, together with all registrations and applications for registration thereof, all licenses thereof or pertaining thereto, and all rights to sue
at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom. 

“Interest Coverage Ratio” means, on a Pro Forma Basis for any Test Period, the ratio of (a) Consolidated EBITDA of the
Borrower and its Restricted Subsidiaries for such Test Period to (b) Consolidated Cash Interest Expense for such Test Period. 

“Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with
Section 2.05. 

  
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 “Interest Payment Date” means (a) with respect to any ABR Loan
(including any Swing Line Loan), the last day of each March, June, September and December and (b) with respect to any Eurodollar 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 Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.

 “Interest Period” means, as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or
conversion date, as the case may be, with respect to such Eurodollar Loan and ending one week, one month, two months, three months or six months (or, if available to all Lenders under the applicable Facility, twelve months) thereafter, as selected
by the Borrower in its Committed Loan Notice, as the case may be, given with respect thereto, and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one
week, one month, two months, three months or six months (or, if agreed to by all Lenders under the applicable Facility, twelve months or such other, shorter period) thereafter, as selected by the Borrower by irrevocable Committed Loan Notice to the
Administrative Agent not later than 12:00 noon, New York City time, on the date that is three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that all of the foregoing provisions relating
to Interest Periods are subject to the following: 
 (i) if any Interest Period would otherwise end on a day that is not a
Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Rate Loan, the result of such extension would be to carry such Interest Period into another calendar month in which event
such Interest Period shall end on the immediately preceding Business Day; 
 (ii) the Borrower may not select an Interest
Period for a Revolving Loan that would extend beyond the Revolving Termination Date or an Interest Period for a Term Loan that would extend beyond the date the final payment is due on such Term Loan; and 

(iii) any Interest Period relating to a Eurodollar Rate Loan of at least one month’s duration that begins on the last
Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month. 

“Investments” has the meaning assigned to such term in Section 6.11. 

“Involuntary Disposition” means any loss of, damage to or destruction of, or any condemnation or other taking for public use
of, any property of any Borrower or any Subsidiary. 
 “ISP” means, with respect to any Letter of Credit, the
“International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance). 

“Issuing Document” means with respect to any Letter of Credit, the Letter of Credit application and any other document,
agreement and instrument created by the Issuing Bank and the Company or any subsidiary or in favor of the applicable Issuing Bank and relating to such Letter of Credit. 

“Issuing Bank” means Bank of America, N.A., JPMorgan Chase Bank, N.A., Citibank, N.A. and each other Issuing Bank designated
pursuant to Section 2.17(j), each in its capacity as an issuer of Letters of Credit, and its successors in such capacity as provided in Section 2.17(i). The Borrower may, with the consent of the Administrative Agent (which consent shall
not be unreasonably withheld), arrange for one or more Letters of Credit to be issued by other Lenders, in which case the term “Issuing Bank” shall include such Lender with respect to the Letters of Credit issued by such Lender;
provided that no such Lender shall have any obligation to be an Issuing Bank unless it agrees to do so in its sole discretion. 

“Junior Debt” means Indebtedness for borrowed money that is (x) unsecured, or (y) by its terms subordinated or
junior in right of payment or security to the Obligations (including, for this purpose, the Secured Notes). 

  
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 “Junior Debt Restricted Payment” means, any payment or other distribution
(whether in cash, securities or other property), directly or indirectly made by the Borrower or any of its Restricted Subsidiaries, of or in respect of principal of or interest on any Junior Debt (or any Indebtedness incurred as Refinancing
Indebtedness in respect thereof); provided, that the following shall not constitute a Junior Debt Restricted Payment: 

(a) refinancings with any Refinancing Indebtedness permitted to be incurred under Section 6.01; 

(b) payments of regularly scheduled interest and fees due thereunder, other non-principal payments thereunder, any mandatory
prepayments of principal, interest and fees thereunder, scheduled payments thereon necessary to avoid the Junior Debt from constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(l) of the Code,
and principal on the scheduled maturity date of any Junior Debt; 
 (c) payments or distributions in respect of all or any
portion of the Junior Debt with the proceeds from the issuance, sale or exchange by the Borrower of Qualified Equity Interests within eighteen months prior thereto; provided that such net cash proceeds are not included in any determination of
the Retained Excess Cash Flow Amount; or 
 (d) the conversion of any Junior Debt to Qualified Equity Interests of the
Borrower; provided that such amounts are not included in any determination of the Retained Excess Cash Flow Amount. 

“Latest Maturity Date” means, at any date of determination, the latest of the latest Revolving Termination Date and the
latest maturity date in respect of any Class of Term Loans, in each case then in effect on such date of determination. 
 “LC
Disbursement” means a payment made by an Issuing Bank pursuant to a demand for payment or drawing under a Letter of Credit. 

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at
such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Lender at any time shall be its Revolving Commitment Percentage of the
total LC Exposure at such time. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07. For all purposes of this Agreement,
if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the
amount so remaining available to be drawn. 
 “LC Sublimit” means with respect to any Issuing Bank the amount set forth
opposite such Issuing Bank’s name on Schedule 1.01A under the heading “LC Sublimit”; provided that the Borrower and any Issuing Bank may from time to time by written agreement delivered to the Administrative Agent vary the
amount of any Issuing Bank’s LC Sublimit. 
 “LCA Election” has the meaning assigned to such term in
Section 1.09. 
 “LCA Test Date” has the meaning assigned to such term in Section 1.09. 

“Lead Arrangers” means, collectively, Bank of America, N.A., JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., U.S.
Bank National Association, Wells Fargo Securities, LLC,
TheMUFG Bank of Tokyo-Mitsubishi UFJ, Ltd., PNC Capital Markets LLC, Capital One
Securities, Inc., SunTrust Robinson Humphrey, Inc., Fifth Third Securities, Inc. and ING Bank N.V., as joint lead arrangers and joint bookrunners. 

“Lender Presentations” means the Lender Presentations, dated September 2016, made available to the Lenders in connection with
the Revolving Facility, the Term B Facility or this Agreement. 

  
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 “Lenders” means the Persons listed on Schedule 1.01A and any other Person
that shall have become a party hereto pursuant to Amendment No. 1, an Assignment and Assumption or any Incremental Assumption Agreement, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption and,
as the context requires, includes the Swing Line Lender. 
 “Letter of Credit” means any letter of credit issued pursuant
to Section 2.17. 
 “LIBOR” has the meaning assigned to such term in the definition of “Eurodollar Rate.”

 “LIBOR floor” has the meaning assigned to such term in Section 2.02(b)(v). 

“Lien” means, with respect to any asset, any mortgage, deed of trust, lien (statutory or other), pledge, easement, charge,
security interest or other encumbrance of any kind or nature in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including 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. “Lien” shall not, however, include any interest of a vendor in any inventory
of the Borrower or any of its Restricted Subsidiaries arising out of such inventory being subject to a “sale or return” arrangement with such vendor or any consignment by any third party of any inventory to the Borrower or any of its
Restricted Subsidiaries. 
 “Limited Condition Acquisition” means any acquisition, including by means of a merger,
amalgamation or consolidation, by the Borrower or one or more of its Restricted Subsidiaries, the consummation of which is not conditioned upon the availability of, or on obtaining, third party financing or in connection with which any fee or
expense would be payable by the Borrower or its Restricted Subsidiaries to the seller or target in the event financing to consummate the acquisition is not obtained as contemplated by the definitive acquisition agreement. 

“Loan Documents” means the collective reference to this Agreement, the Guarantee Agreement, the Collateral Documents, the
Pari Intercreditor Agreement, any Incremental Assumption Agreement, Extension Amendment or Refinancing Amendment, the Letters of Credit and any amendments or waivers to any of the foregoing. 

“Loan Parties” means the collective reference to the Borrower and the Subsidiary Guarantors. 

“Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement. 

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, property or condition,
financial or otherwise, of the Borrower and its Restricted Subsidiaries taken as a whole or that results in a material impairment of the ability of the Borrower to perform any payment obligations hereunder or (b) the validity or enforceability
of this Agreement or the other Loan Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder. 

“Material Domestic Subsidiary” means any Wholly Owned Subsidiary that is a Domestic Subsidiary of the Borrower, as of the
last day of the fiscal quarter of the Borrower most recently ended for which financial statements have been or are required to have been delivered, that has assets or revenues (including third party revenues but not including intercompany revenues)
with a value in excess of 2.50% of the consolidated assets of the Borrower and its Wholly Owned Subsidiaries that are Domestic Subsidiaries or 2.50% of the consolidated revenues of the Borrower and its Wholly Owned Subsidiaries that are Domestic
Subsidiaries; provided that in the event Wholly Owned Subsidiaries that are Domestic Subsidiaries that would otherwise not be Material Domestic Subsidiaries shall in the aggregate account for a percentage in excess of 7.50% of the
consolidated assets of the Borrower and its Wholly Owned Subsidiaries that are Domestic Subsidiaries or 7.50% of the consolidated revenues of the Borrower and its Wholly Owned Subsidiaries that are Domestic Subsidiaries as of the end of and for the
most recently completed fiscal quarter, then one or more of such Domestic Subsidiaries designated by the Borrower (or, if the Borrower shall make no designation, one or more of such Domestic Subsidiaries in descending order based on their respective
contributions to the consolidated assets of the Borrower), shall be included as Material Domestic Subsidiaries to the extent necessary to eliminate such excess. 

  
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 “Material Indebtedness” means Indebtedness (other than the Loans), or
obligations in respect of a Swap Agreement, of any one or more of the Borrower and its Restricted Subsidiaries in an aggregate principal amount exceeding $50,000,000.25,000,000. For purposes of determining Material Indebtedness, the “principal
amount” of the obligations of the Borrower or any Restricted Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Restricted Subsidiary
would be required to pay if such Swap Agreement were terminated at such time. 
 “Material Real Property” shall mean
any parcel of Real Property located in the United States and having a Fair Market Value (on a per-property basis) greater than or equal to $15,000,000 as of (x) the Closing Date, for Real Property then owned or (y) the date of acquisition,
for Real Property acquired after the Closing Date, in each case as determined by the Borrower in good faith. 
 “Material
Subsidiary” means any Restricted Subsidiary of the Borrower, as of the last day of the fiscal quarter of the Borrower most recently ended for which financial statements have been, or were required to be, delivered pursuant to
Section 5.01, that has assets or revenues (including third party revenues but not including intercompany revenues) with a value in excess of 2.50% of the consolidated assets of the Borrower or 2.50% of the consolidated revenues of the Borrower;
provided that in the event Restricted Subsidiaries that would otherwise not be Material Subsidiaries shall in the aggregate account for a percentage in excess of 7.50% of the consolidated assets of the Borrower or 7.50% of the consolidated
revenues of the Borrower as of the end of and for the most recently completed fiscal quarter for which financial statements have been, or were required to be, delivered pursuant to Section 5.01, then one or more of such Restricted Subsidiaries
designated by the Borrower (or, if the Borrower shall make no designation, one or more of such Restricted Subsidiaries in descending order based on their respective contributions to the consolidated assets of the Borrower), shall be included as
Material Subsidiaries to the extent necessary to eliminate such excess. 
 “Moody’s” means Moody’s Investors
Service, Inc. 
 “Mortgage Policy” has the meaning specified in Section 5.09(c). 

“Mortgaged Properties” shall mean the Material Real Properties that are identified as such on Schedule 1.01B (the
“Closing Date Mortgaged Properties”) and each additional Material Real Property encumbered by a Mortgage pursuant to Section 5.09. 

“Mortgages” shall mean, collectively, the mortgages, trust deeds, deeds of trust, deeds to secure debt, assignments of leases
and rents, debentures, and other security documents (including amendments to any of the foregoing) executed and delivered with respect to Mortgaged Properties (either as stand-alone documents or forming part of other Collateral Documents), each in
form and substance reasonably satisfactory to the Administrative Agent and the Borrower, in each case, as amended, supplemented or otherwise modified from time to time. 

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

“Net Proceeds” means: 

(a) 100% of the cash proceeds actually received by the Borrower or any Subsidiary (including any cash payments received by way
of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) from any Asset Sale, net of (i) attorneys’ fees, accountants’ fees,
investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer Taxes, deed or mortgage recording Taxes, other customary expenses and brokerage, consultant and other customary fees actually
incurred in connection therewith, (ii) required payments of Indebtedness that is secured by a Lien permitted hereunder (other than pursuant to the Loan Documents, Other First Lien Debt or obligations secured by a Lien that is junior to the
Liens securing the Obligations), (iii) repayments of Other First Lien Debt (limited to its proportionate share of such prepayment, based on the amount of such then outstanding debt as a percentage of all then outstanding Term Loans and Other
First Lien Debt), (iv) Taxes paid or payable (in the good faith determination of the Borrower) as a direct result thereof, and (v) the amount of any 

  
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reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any Taxes deducted pursuant to clause (i) or (iv) above)
(x) related to any of the applicable assets and (y) retained by the Borrower or any of the Subsidiaries including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters
or against any indemnification obligations (provided that (1) the amount of any reduction of such reserve (other than in connection with a payment in respect of any such liability), prior to the date occurring 18 months after the date of
the respective Asset Sale, shall be deemed to be cash proceeds of such Asset Sale occurring on the date of such reduction and (2) the amount of any such reserve that is maintained as of the date occurring 18 months after the date of the
applicable Asset Sale shall be deemed to be Net Proceeds from such Asset Sale as of such date); provided, that, if the Borrower shall deliver an Officer’s Certificate to the Administrative Agent promptly following receipt of any such
proceeds setting forth the Borrower’s intention to use any portion of such proceeds, within 12 months of such receipt, to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of the Borrower and the
Subsidiaries or to make Asset Acquisitions and other Investments permitted hereunder (excluding Cash Equivalents or intercompany Investments in Subsidiaries) or to reimburse the cost of any of the foregoing incurred on or after the date on which the
Asset Sale giving rise to such proceeds was contractually committed (other than inventory), such portion of such proceeds shall not constitute Net Proceeds except to the extent not, within 365 days of such receipt, so used or contractually committed
to be so used (it being understood that if any portion of such proceeds are not so used within such 365 day period but within such 365 day period are contractually committed to be used, then such remaining portion if not so used within 180 days
following the end of such 365 day period shall constitute Net Proceeds as of such date without giving effect to this proviso); provided, further, that no net cash proceeds calculated in accordance with the foregoing realized in a
single transaction or series of related transactions shall constitute Net Proceeds unless such net cash proceeds shall exceed $10,000,0005,000,000; 

(b) 100% of the cash proceeds actually received by the Borrower or any Subsidiary (including casualty insurance settlements and
condemnation awards, but only as and when received) from any Recovery Event, net of (i) attorneys’ fees, accountants’ fees, transfer Taxes, deed or mortgage recording Taxes on such asset, other customary expenses and brokerage,
consultant and other customary fees actually incurred in connection therewith, (ii) required payments of Indebtedness that is secured by a Lien permitted hereunder (other than pursuant to the Loan Documents, Other First Lien Debt or obligations
secured by a Lien that is junior to the Liens securing the Obligations), (iii) repayments of Other First Lien Debt (limited to its proportionate share of such prepayment, based on the amount of such then outstanding debt as a percentage of all
then outstanding Term Loans and Other First Lien Debt, and (iv) Taxes paid or payable (in the good faith determination of the Borrower) as a direct result thereof; provided, that, if the Borrower shall deliver an Officer’s
Certificate to the Administrative Agent promptly following receipt of any such proceeds setting forth the Borrower’s intention to use any portion of such proceeds, within 365 days of such receipt, to acquire, maintain, develop, construct,
improve, upgrade or repair assets useful in the business of the Borrower and the Subsidiaries or to make Asset Acquisitions and other Investments permitted hereunder (excluding Cash Equivalents or intercompany Investments in Subsidiaries) or to
reimburse the cost of any of the foregoing incurred on or after the date on which the Recovery Event giving rise to such proceeds was contractually committed (other than inventory, except to the extent the proceeds of such Recovery Event are
received in respect of inventory), such portion of such proceeds shall not constitute Net Proceeds except to the extent not, within 365 days of such receipt, so used or contractually committed to be so used (it being understood that if any portion
of such proceeds are not so used within such 365 day period but within such 365 day period are contractually committed to be used, then such remaining portion if not so used within 180 days following the end of such 365 day period shall constitute
Net Proceeds as of such date without giving effect to this proviso); provided, further, that no net cash proceeds calculated in accordance with the foregoing realized in a single transaction or series of related transactions shall
constitute Net Proceeds unless such net cash proceeds shall exceed
$10,000,0005,000,000; and 
 (c) 100% of the cash proceeds from the incurrence, issuance or sale by
the Borrower or any Subsidiary of any Indebtedness (other than Excluded Indebtedness, except for Refinancing Term Loans), net of all fees (including investment banking fees), commissions, costs and other expenses, in each case incurred in connection
with such issuance or sale. 

  
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 “Non-Conforming Plan of Reorganization” shall mean any Plan of
Reorganization that does not provide for payments pursuant to such Plan of Reorganization in respect of the Obligations to be made with the priority specified in Section 2.15(d) and the Pari Intercreditor Agreement and that has not been
approved by the Required Revolving Lenders. 
 “Non-Consenting Lender” has the meaning assigned to such term in
Section 2.16(c). 
 “Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such
time. 
 “Non-Defaulting Revolving Lender” means, at any time, each Revolving Lender that is not a Defaulting Lender at
such time. 
 “Non-Extension Notice Date” has the meaning assigned to such term in Section 2.17(b). 

“Non-Loan Party” means any Restricted Subsidiary other than a Loan Party. 

“Non-U.S. Lender” means any Lender that is not a U.S. Lender. 

“Obligations” means the unpaid principal of and interest on (including interest, fees and expenses accruing after the
maturity of the Loans) the Loans, the obligations of the Loan Parties to reimburse the Issuing Bank for demands for payment or drawings under a Letter of Credit, and all other obligations and liabilities of the Borrower and the other Loan Parties to
the Administrative Agent or to any Secured Party, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan
Document, any Specified Swap Agreement, any Cash Management Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, fees, indemnities, costs, expenses or otherwise,
including, in each case, (i) all fees, charges and disbursements of counsel to the Administrative Agent, the Lead Arrangers or to any Lender that are required to be paid by the Borrower pursuant hereto and (ii) interest, fees and expenses
accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower or any of its Subsidiaries, whether or not a claim for post-filing or post-petition interest,
fees and expenses is allowed in such proceeding. Notwithstanding the foregoing, the Obligations with respect to any Subsidiary Guarantor shall not include any Excluded Swap Obligations of such Subsidiary Guarantor. 

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

“Officer’s Certificate” means a certificate of a Responsible Officer in form and substance reasonably acceptable to the
Administrative Agent. 
 “Other First Lien Debt” means the Secured Notes, Permitted Other First Lien Debt incurred pursuant
to Section 6.01(u) and Refinancing Indebtedness of the foregoing that is secured by Liens on the Collateral that are equal and ratable with the Liens thereon securing the Term B Loans pursuant to the Pari Intercreditor Agreement. 

“Other Taxes” means all present or future stamp or documentary Taxes or any other excise or property Taxes, charges or
similar levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document.

 “Outstanding Revolving Credit” means, with respect to any Revolving Lender at any time, an amount equal to the sum of
(a) the aggregate then outstanding principal amount of such Revolving Lender’s Revolving Loans, (b) such Revolving Lender’s LC Exposure and (c) such Revolving Lender’s Swing Line Exposure. 

“parent” has the meaning assigned to such term in the definition of “subsidiary.” 

  
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 “Pari Intercreditor Agreement” means that certain Intercreditor and
Collateral Agency Agreement, dated as of the Closing Date, by and among the Administrative Agent, the collateral agent for the Secured Notes and the other parties thereto from time to time, substantially in the form of Exhibit F. 

“Participant” has the meaning assigned to such term in Section 9.05(c). 

“Participant Register” has the meaning assigned to such term in Section 9.05(c). 

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing
similar functions. 
 “Perfection Certificate” means a certificate in the form of Exhibit H or any other form approved by
the Administrative Agent (acting reasonably), as the same shall be supplemented from time to time by any supplement thereto or otherwise. 

“Permitted Acquisition” means any Asset Acquisition so long as, on a Pro Forma Basis, immediately after giving effect thereto
(i) no Event of Default has occurred and is continuing
and, (ii) the Borrower is in compliance with
Section 6.10 as of the last day of the most recent fiscal quarter of the Borrower for which such financial statements have been delivered pursuant to
Section 5.01.5.01 and (iii) the
Consolidated Leverage Ratio shall be at least 3.00 to 1.00. 

“Permitted Encumbrances” means: 

(a) Liens imposed by law for taxes, assessments or governmental charges that are not yet due or are being contested in
compliance with Section 5.04; 
 (b) landlord’s, carriers’, warehousemen’s, mechanics’,
supplier’s, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with
Section 5.04; 
 (c) pledges and deposits made in the ordinary course of business in compliance with workers’
compensation (or pursuant to letters of credit issued in connection with such workers’ compensation compliance), unemployment insurance and other social security laws or regulations; 

(d) deposits to secure the performance of tenders, bids, trade contracts, leases, statutory obligations, surety and appeal
bonds, performance bonds, leases, subleases, government contracts and return-of-money bonds, letters of credit and other obligations of a like nature, in each case in the ordinary course of business (exclusive of the obligation for the payment of
borrowed money); 
 (e) judgment liens in respect of judgments that do not constitute an Event of Default under
Section 7.01(j); 
 (f) easements, zoning restrictions, rights-of-way, survey exception, minor encumbrances, reservation
of, licenses, electric lines, telegraph and telephone lines and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the
value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Restricted Subsidiary; 

(g) Liens securing obligations in respect of trade-related letters of credit and covering the goods (or the documents of title
in respect of such goods) financed or the purchase of which is supported by such letters of credit and the proceeds and products thereof; 

  
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 (h) Liens upon specific items of inventory or other goods and proceeds of
any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; 

(i) Liens securing obligations in respect of letters of credit, bank guarantees, warehouse receipts or similar instruments
issued to support performance obligations (other than Obligations in respect of Indebtedness) and trade-related letters of credit, in each case, outstanding on the Closing Date or issued thereafter in and covering the goods (or the documents of
title in respect of such goods) financed by such letters of credit, banker’s acceptances or bank guarantees and the proceeds and products thereof; 

(j) licenses, sublicenses, covenants not to sue, releases or other rights under Intellectual Property granted to others in the
ordinary course of business or in the reasonable business judgment of the Borrower or any Restricted Subsidiary; and 
 (k)
title defects, encroachments or irregularities which are of a minor nature and which in the aggregate do not materially impair the value of any real property or the use of the affected property for the purpose for which it is used by the Borrower or
any Restricted Subsidiary. 
 “Permitted Junior Lien Debt” means Indebtedness of the Borrower so long as, (I) the
maturity date of such Indebtedness shall be no earlier than 90 days following the Latest Maturity Date then in effect and such Indebtedness shall not require any mandatory prepayments other than Permitted Mandatory Prepayments, (II) such
Indebtedness (x) shall not require scheduled amortization payments prior to the date that is 90 days after the then Latest Maturity Date, (y) shall have no financial maintenance covenants of a different type than those set forth in
Section 6.10, and no financial maintenance covenants that are more restrictive than those set forth in Section 6.10, and (z) does not have negative covenants and/or default provisions that, taken as a whole, are materially more
restrictive than those applicable to this Agreement as determined in good faith by the Borrower unless, in each case of clauses (y) and (z) such terms (A) if favorable to the Lenders, are, in consultation with the Administrative
Agent, incorporated into this Agreement for the benefit of the Lenders in an amendment reasonable acceptable to the Administrative Agent or (B) become applicable only after the Revolving Facility shall have matured or been terminated and any
Term Loans existing at such date have been paid in full and (III) such Indebtedness is not guaranteed by any subsidiaries of the Borrower that do not guarantee the Obligations and is secured on a junior lien basis by all or a portion of the
Collateral (and no additional assets) securing the Obligations pursuant to an intercreditor agreement reasonably satisfactory to the Administrative Agent. 

“Permitted Liens” means Liens permitted by Section 6.02. 

“Permitted Mandatory Prepayments” means with respect to any Indebtedness, any requirement to prepay such Indebtedness
(i) in connection with any asset sale or event of loss (with associated reinvestment rights no less favorable than those set forth in this Agreement and which do not require a prepayment from any Asset Sale or Recovery Event from amounts
required to prepay Term Loans), (ii) from the proceeds of Indebtedness incurred in violation of the agreement governing such Indebtedness or (iii) in connection with any change of control. 

“Permitted Other First Lien Debt” means Indebtedness of the Borrower in the form of debt securities (but not loans) so long
as, (I) the maturity date of such Indebtedness shall be no earlier than 90 days following the Latest Maturity Date then in effect and such Indebtedness shall not require any mandatory prepayments other than Permitted Mandatory Prepayments, (II)
such Indebtedness (x) shall not have a Weighted Average Life to Maturity that is shorter than the then longest remaining Weighted Average Life to Maturity of any then outstanding Term Loans, (y) shall have no financial maintenance
covenants of a different type than those set forth in Section 6.10, and no financial maintenance covenants that are more restrictive than those set forth in Section 6.10, and (z) does not have negative covenants and/or default
provisions that, taken as a whole, are materially more restrictive than those applicable to this Agreement as determined in good faith by the Borrower unless, in each case of clauses (y) and (z) such terms (A) if favorable to the
Lenders, are, in consultation with the Administrative Agent, incorporated into this Agreement for the benefit of the Lenders in an amendment reasonable acceptable to the Administrative Agent or (B) become applicable only after the Revolving
Facility shall have matured or been terminated and any Term Loans existing at such date have been paid in full and (III) such Indebtedness is not guaranteed by any subsidiaries of the Borrower that do not guarantee the Obligations and is secured on
an equal and ratable or “second out” basis by all or a portion of the Collateral (and no additional assets) securing the Obligations and is subject to the Pari Intercreditor Agreement (with the same priority as the Term B Loans). 

  
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 “Permitted Unsecured Indebtedness” means Indebtedness of the Borrower so
long as, (I) the maturity date of such Indebtedness shall be no earlier than 90 days following the Latest Maturity Date then in effect and such Indebtedness shall not require any mandatory prepayments other than Permitted Mandatory Prepayments,
(II) such Indebtedness (x) shall not require scheduled amortization payments prior to the date that is 90 days after the then Latest Maturity Date, (y) shall have no financial maintenance covenants of a different type than those set forth
in Section 6.10, and no financial maintenance covenants that are more restrictive than those set forth in Section 6.10, and (z) does not have negative covenants and/or default provisions that, taken as a whole, are materially more
restrictive than those applicable to this Agreement as determined in good faith by the Borrower unless, in each case of clauses (y) and (z) such terms (A) if favorable to the Lenders, are, in consultation with the Administrative
Agent, incorporated into this Agreement for the benefit of the Lenders in an amendment reasonable acceptable to the Administrative Agent or (B) become applicable only after the Revolving Facility shall have matured or been terminated and any
Term Loans existing at such date have been paid in full and (III) such Indebtedness is not guaranteed by any subsidiaries of the Borrower that do not guarantee the Obligations and is not secured by any Liens on any assets of the Borrower or any of
its Restricted Subsidiaries. 
 “person” and “group” have the meanings given to them for purposes of
Section 13(d) and 14(d) of the Exchange Act or any successor provisions, and the term “group” includes any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of rule 13d-5(b)(1) under the
Exchange Act, or any successor provision. 
 “Person” means any individual, corporation, partnership, limited liability
company, joint venture, incorporated or unincorporated association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof or other entity of any kind. 

“Plan” means an employee pension benefit plan as defined in Section 3(2) of ERISA (other than a Multiemployer Plan),
subject to the provisions of Section 302 and Title IV of ERISA or Section 412 of the Code, and in respect of which the Borrower or any ERISA Affiliate is (or if such plan were terminated, would under Section 4062 or 4069 of ERISA be
deemed to be) an “employer” as defined in Section 3(5) of ERISA. 
 “Plan of Reorganization” means any plan
of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any proceeding under any Debtor Relief Law. 

“Platform” has the meaning assigned to such term in Section 9.17. 

“Preferred Stock” means, with respect to any Person, any and all preferred or preference stock or other equity interests
(however designated) of such Person whether now outstanding or issued after the Closing Date. 
 “Pricing Grid” means the
table below: 
  

													
	 Consolidated Leverage Ratio
	  	Facility Fee Rate	 	 	Applicable Rate for
Eurodollar Loans	 	 	Applicable Rate for
ABR Loans	 
	 < 1.75:1.00
	  	 	0.375	% 	 	 	2.750	% 	 	 	1.750	% 
	 3 1.75:1.00 and < 2.25:1.00
	  	 	0.500	% 	 	 	3.000	% 	 	 	2.000	% 
	 3 2.25:1.00
	  	 	0.500	% 	 	 	3.250	% 	 	 	2.250	% 

 For the purposes of the Pricing Grid, changes in the Applicable Rate and Facility Fee Rate resulting from changes in the
Consolidated Leverage Ratio shall become effective on the date (the “Adjustment Date”) on which financial statements are delivered to the Lenders pursuant to Section 5.01 and shall remain in effect until the next change to be
effected pursuant to this paragraph. Notwithstanding the foregoing, (i) the first Adjustment Date shall be on the date of delivery of the financial statements and compliance certificate for the year ended December 31, 2016 pursuant to
Section 5.01 and (ii) if any financial statements referred to above are not delivered within the time 

  
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periods specified in Section 5.01, then, until the date on which such financial statements are delivered, the highest rate set forth in each column of the Pricing Grid shall apply. In
addition, at all times while an Event of Default shall have occurred and be continuing, the highest rate set forth in each column of the Pricing Grid shall apply. Each determination of the Consolidated Leverage Ratio pursuant to the Pricing Grid
shall be made in a manner consistent with the determination thereof pursuant to Section 6.10. 
 If, as a result of any restatement of
or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower, the Administrative Agent or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Borrower as of any applicable
date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the
account of the applicable Lenders or the Issuing Banks, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under any Debtor
Relief Law, automatically and without further action by the Administrative Agent, any Lender or the Issuing Banks), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of
interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the Issuing Banks under any other section of this Agreement. The Borrower’s obligations under this paragraph
shall survive the termination of the Revolving Commitments and the repayment of all other Obligations hereunder. 
 “Priority
Payment Obligations” means all (i) Obligations arising under any Revolving Commitment, Extended Revolving Commitment, Incremental Revolving Commitment or Replacement Revolving Facility Commitment (including in respect of principal of
loans, letters of credit, interest and fees thereunder and indemnitees and expense reimbursement with respect thereto), (ii) Cash Management Obligations and (iii) Obligations arising under any Specified Swap Agreement, including, in each
case, interest, fees and expenses accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition
interest, fees and expenses is allowed in such proceeding. 
 “Pro Forma Basis” means, with respect to the calculation of
Consolidated EBITDA, the Consolidated Leverage Ratio, the Consolidated Secured Leverage Ratio, the Interest Coverage Ratio, or any other calculation under any applicable provision of the Loan Documents, as of any date, that (1) pro forma effect
will be given to the Transactions, any Asset Acquisition, any issuance, incurrence, assumption or repayment of Indebtedness (including Indebtedness issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any
such financial ratio or other calculation is being calculated but excluding ordinary course incurrences and repayments of indebtedness under any revolving credit facility), any Asset Sale or other transaction that would constitute an Asset Sale but
for the operation of clause (2), (3), (8) or (9) of the definition thereof, or any conversion of a Restricted Subsidiary to an Unrestricted Subsidiary or of an Unrestricted Subsidiary to a Restricted Subsidiary, in each case that has
occurred during the four consecutive fiscal quarter period of the Borrower being used to calculate such financial ratio (the “Reference Period”), or subsequent to the end of the Reference Period but prior to such date or prior to or
simultaneously with the event for which a determination under this definition is made (including any such event occurring at a Person who became a Restricted Subsidiary after the commencement of the Reference Period), as if each such event occurred
on the first day of the Reference Period, and (2) pro forma effect will be given to factually supportable and identifiable pro forma cost savings related to operational efficiencies, strategic initiatives or purchasing improvements and other
synergies, in each case, reasonably expected by the Borrower and the Restricted Subsidiaries to be realized based upon actions taken or reasonably expected to be taken within 12 months of the date of any Asset Acquisition, Asset Sale or other
transaction that would constitute an Asset Sale but for the operation of clause (2), (3), (8) or (9) of the definition thereof (without duplication of the amount of actual benefit realized during such period from such actions), which cost
savings, improvements and synergies can be reasonably computed, as certified in writing by a Responsible Officer of the Borrower; provided that any such pro forma adjustments in respect of such cost savings, improvements and synergies in
clause (2), when aggregated with the amount calculated pursuant to clause (2)(h) of the definition of “Consolidated
EBITDA,” shall not exceed
1020% of Consolidated EBITDA (before giving effect to all such adjustments) for any Test Period. 

“Pro Rata Extension Offer” has the meaning assigned to such term in Section 2.19(a). 

  
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 “PTE” means a prohibited transaction class exemption issued by the U.S.
Department of Labor, as any such exemption may be amended from time to time. 
 “Public Lender” has the meaning assigned to
such term in Section 9.17. 
 “Purchase Offer” has the meaning assigned to such term in Section 2.21(a). 

“QFC Credit
Support” has the meaning specified in Section 9.21. 
 “Qualified Equity Interests” of any Person means Equity Interests of
such Person other than Disqualified Equity Interests. Unless otherwise specified, Qualified Equity Interests refer to Qualified Equity Interests of the Borrower. 

“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 simple or leased by any Loan Party, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements
and appurtenant fixtures and equipment, incidental to the ownership, lease or operation thereof. 
 “Recovery Event” means
any event that gives rise to the receipt by the Borrower or any of its Subsidiaries of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon). 

“refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, or to issue other
Indebtedness in exchange or replacement for, such Indebtedness. 
 “Refinanced Indebtedness” has the meaning assigned to
such term in the definition of “Refinancing Indebtedness.” 
 “Refinancing Amendment” has the meaning assigned to
such term in Section 2.20(e). 
 “Refinancing Effective Date” has the meaning assigned to such term in
Section 2.20(a). 
 “Refinancing Indebtedness” means Indebtedness of the Borrower or a Restricted Subsidiary incurred
in exchange for, or the proceeds of which are used to redeem or refinance in whole or in part, any Indebtedness of the Borrower or any Restricted Subsidiary (the “Refinanced Indebtedness”); provided that: 

(a) the principal amount (and accreted value, in the case of Indebtedness issued at a discount) of the Refinancing Indebtedness
does not exceed the principal amount (and accreted value, as the case may be) of the Refinanced Indebtedness plus the amount of accrued and unpaid interest on the Refinanced Indebtedness, any premium paid to the holders of the Refinanced
Indebtedness and expenses incurred in connection with the incurrence of the Refinancing Indebtedness; 
 (b) the obligors of
Refinancing Indebtedness do not include any Person (other than a Loan Party) that is not an obligor of the Refinanced Indebtedness; 

(c) if the Refinanced Indebtedness was by its terms subordinated in right of payment to the Obligations, then such Refinancing
Indebtedness, by its terms, is subordinate in right of payment to the Obligations, at least to the same extent as the Refinanced Indebtedness; 

(d) the Refinancing Indebtedness has a final stated maturity either (a) no earlier than the Refinanced Indebtedness being
redeemed or refinanced or (b) after the date that is 90 days after the Latest Maturity Date applicable at the time the Refinancing Indebtedness is incurred; 

  
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 (e) the portion, if any, of the Refinancing Indebtedness that is scheduled
to mature on or prior to the Latest Maturity Date applicable at the time the Refinancing Indebtedness is incurred has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred that is equal to or greater than the
Weighted Average Life to Maturity of the portion of the Refinanced Indebtedness being redeemed or refinanced that is scheduled to mature on or prior to the Latest Maturity Date applicable at the time the Refinancing Indebtedness is incurred; and

 (f) any collateral arrangements for such Refinancing Indebtedness shall be on terms not less favorable to the Secured
Parties (and the holders of Priority Payment Obligations) than the terms applicable to the collateral for the Indebtedness being refinanced. 

“Refinancing Term Loans” has the meaning assigned to such term in Section 2.20(a). 

“Register” has the meaning assigned to such term in Section 9.05(b)(iv). 

“Related Business” means any business in which the Borrower or any Restricted Subsidiary was engaged on the Closing Date or
any reasonable extension of such business and any business related, ancillary or complementary to any business of the Borrower or any Restricted Subsidiary in which the Borrower or any Restricted Subsidiary was engaged on the Closing Date or any
reasonable extension of such business. 
 “Related Parties” means, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates. 

“Reorganization” means, with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the
meaning of Section 4241 of ERISA. 
 “Replacement Revolving Facilities” has the meaning assigned to such term in
Section 2.20(c). 
 “Replacement Revolving Facility Commitments” has the meaning assigned to such term in
Section 2.20(c). 
 “Replacement Revolving Facility Effective Date” has the meaning assigned to such term in
Section 2.20(c). 
 “Replacement Revolving Loans” has the meaning assigned to such term in Section 2.20(c). 

“Repricing Event” means (i) any prepayment or repayment of Term B Loans with the proceeds of, or conversion of all or
any portion of the Term B Loans into, any new or replacement term loans bearing interest with an All-in Yield less than the All-in Yield applicable to the Term B Loans subject to such event (as such comparative yields are determined by the
Administrative Agent); provided that in no event shall any prepayment or repayment of Term B Loans in connection with a Change of Control or asset sale constitute a Repricing Event and (ii) any amendment to this Agreement which reduces
the All-in Yield applicable to the Term B Loans (it being understood that any prepayment premium with respect to a Repricing Event shall apply to any required assignment by a Non-Consenting Lender in connection with any such amendment pursuant to
Section 2.16(c)). 
 “Required Lenders” means, at any time, Lenders having Aggregate Exposure that, taken together,
represents more than 50% of the Aggregate Exposure of all Lenders at such time; provided, that the Aggregate Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time. 

“Required Percentage” means, with respect to any Excess Cash Flow Period, 50%; provided, that, if the Consolidated
Leverage Ratio as of the end of such Excess Cash Flow Period is (x) less than or equal to 1.75 to 1.00 but greater than 1.50 to 1.00, such percentage shall be 25% or (y) less than or equal to 1.50 to 1.00, such percentage shall be 0%. 

“Required Revolving Lenders” means, at any time, Revolving Lenders having Revolving Commitments (or if the Revolving
Commitments have terminated, Total Revolving Exposure outstanding) that, taken together, represent more than 50% of the sum of all Revolving Commitments (or, if the Revolving Commitments have terminated, Total Revolving Exposure outstanding at such
time); provided, that the Revolving Commitments and Total Revolving Exposure outstanding of any Defaulting Lender shall be disregarded in determining Required Revolving Lenders at any time. 

  
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 “Required Term Lenders” means, at any time Lenders (other than Defaulting
Lenders) holding a majority of the aggregate principal amount of the then outstanding Term Loans (excluding Term Loans held by Defaulting Lenders). 

“Requirements of Law” means, as to any Person, the Certificate of Incorporation and
By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule, regulation or official administrative pronouncement or determination of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. 

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer
or controller of a Loan Party, and solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given to Article II,
any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement
between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership
and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. 

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

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

“Retained Excess Cash Flow Amount” means, as at any date of determination, an amount determined on a cumulative basis equal
to, without duplication, (a) the cumulative amount of Excess Cash Flow for all Excess Cash Flow Periods completed prior to such date, plus (b) the cumulative amount of all Declined Prepayment Amounts, plus (c) the net
cash proceeds of any sale of Qualified Equity Interests by, or capital contribution to the common equity of, the Borrower, minus (d) the amount of such Excess Cash Flow required to be applied to prepay the Loans pursuant to
Section 2.08(d) during or with respect to such applicable Excess Cash Flow Periods (without giving effect to any reduction in respect of prepayments of Indebtedness as provided in clauses (ii)(a) and (b) thereof), minus (e) the
cumulative amount of Restricted Payments made with Retained Excess Cash Flow from and after the Closing Date and on or prior to such time, minus (f) the cumulative amount of Investments made with Retained Excess Cash Flow from and after
the Closing Date and on or prior to such time (net of any dividends, distributions, profits, returns or similar amounts in respect of any such Investments). 

“Revocation” has the meaning assigned to such term in the definition of “Unrestricted Subsidiary.” 

“Revolving Borrowing” has the meaning assigned to such term in Section 1.02. 

“Revolving Commitment” means, as to any Revolving Lender, the obligation of such Revolving Lender to make Revolving Loans and
purchase participation interests in Letters of Credit and Swing Line Loans in an aggregate principal amount not to exceed the amount set forth under the heading “Revolving Commitment” opposite such Lender’s name on Schedule 1.01A or
in the Assignment and Assumption or Incremental Assumption Agreement pursuant to which such Revolving Lender became a party hereto, as the same may be changed from time to time pursuant to the terms of this Agreement (including as increased,
extended or replaced as provided in Section 2.02, 2.19 and 2.20). The aggregate amount of all Revolving Commitments as of the Closing Date is $400,000,000. 

  
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 “Revolving Commitment Percentage” means, with respect to any Lender at any
time, the ratio (expressed as a percentage) of such Lender’s Revolving Commitment at such time to the Total Revolving Commitments at such time. 

“Revolving Commitment Period” means the period from and including the Closing Date to the Revolving Termination Date. 

“Revolving Facility” means the credit facility constituted by the Revolving Commitments and the extensions of credit
thereunder. 
 “Revolving Fee Payment Date” means (a) the last Business Day of each March, June, September and
December during the Revolving Commitment Period and (b) the last day of the Revolving Commitment Period. 
 “Revolving
Lender” means each Lender that has a Revolving Commitment or that holds Revolving Loans. 
 “Revolving Loans” has
the meaning assigned to such term in Section 2.01(a). 
 “Revolving Termination Date” means the fifth anniversary of
the Closing Date. 
 “RRD” means R. R. Donnelley & Sons Company, a Delaware corporation. 

“Sanction(s)” means any sanction, law, rule or regulation administered or enforced by the United States Government (including
without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority. 

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

“SEC Filings” means the Borrower’s Registration Statement on Form 10 filed with the SEC in connection with the
Separation and all amendments thereto as in effect on the Closing Date. 
 “Secured Notes” means up to $450,000,000
aggregate principal amount of 8.750% Senior Secured Notes due 2023 issued by the Borrower, and any registered exchange notes issued in exchange therefor. 

“Secured Parties” has the meaning assigned to such term in the Security Agreement. 

“Security Agreement” means the Security Agreement by the Borrower and the Subsidiary Guarantors, substantially in the form of
Exhibit D. 
 “Separation Agreement” means the Separation and Distribution Agreement, dated as of September 14,
2016, among RRD, the Borrower and Donnelley Financial Solutions, Inc. 
 “Separation Distribution” means the net cash
distribution (after deducting certain interest, fees and other amounts) by the Borrower to RRD of up to $790,000,000 on the Closing Date immediately prior to the Spin-Off. 

“Special Flood Hazard Area” shall have the meaning assigned to such term in Section 5.05(e). 

“Specified Representations” means Section 3.01 (solely with respect to organizational existence of the Loan Parties),
Section 3.02 (solely as it relates to (x) organizational power and authority of the Loan Parties to duly authorize, execute, deliver and perform the Loan Documents and (y) the due authorization, execution, delivery and enforceability
of the Loan Documents), Section 3.03 (solely as it relates to no conflicts of the Loan Documents (with respect to the execution and delivery by the Borrower and the Subsidiary Guarantors of this Agreement, the incurrence of indebtedness
hereunder and the granting of the guarantees and security interests hereunder) with the organizational documents of the Loan Parties), Section 3.12, Section 3.15, Section 3.17, Section 3.18 and Section 3.23. 

  
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 “Specified Swap Agreement” means any Swap Agreement in respect of interest
rates or currency exchange rates entered into by the Borrower or any Subsidiary Guarantor and any Person (a “Hedge Bank”) that (i) at the time such Swap Agreement is entered into is a Lender or the Administrative Agent or an
Affiliate of a Lender or the Administrative Agent or (ii) in the case of any such Swap Agreement in effect on or prior to the Closing Date, is, as of the Closing Date, a Lender or the Administrative Agent or an Affiliate of a Lender or the
Administrative Agent, unless, when entered into, such Swap Agreement is designated in writing by the Borrower and such Lender or the Administrative Agent or Affiliate of a Lender or the Administrative Agent to the Administrative Agent to not be
included as a Specified Swap Agreement. 
 “Spin-Off” means the distribution of not less than 80% of the shares of common
stock of the Borrower to the shareholders of RRD on the Closing Date as described in the Form 10. 
 “Standard &
Poor’s” means Standard & Poor’s Rating Services a division of The McGraw-Hill Companies, Inc. 

“subsidiary” means, with respect to any Person (the “parent”): 

(1) any corporation, limited liability company, association or other business entity of which more than 50% of the total voting
power of the Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the board of directors thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the
other subsidiaries of such Person (or a combination thereof); and 
 (2) any partnership (a) the sole general partner or
the managing general partner of which is such Person or a subsidiary of such Person or (b) the only general partners of which are such Person or one or more subsidiaries of such Person (or any combination thereof). 

“Subsidiary Guarantor” means each Domestic Subsidiary that is a party to the Guarantee Agreement; provided that no
Excluded Subsidiary shall be required to be a Subsidiary Guarantor of any obligations under this Agreement. 
 “Supported QFC” has the meaning specified in Section 9.21. 

“Survey” has the meaning specified in Section 5.09(c). 
 “Swap
Agreement” means 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 the Borrower or the Restricted Subsidiaries shall be a Swap Agreement. 

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or
transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act. 
 “Swing
Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.22. 
 “Swing Line
Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of such Lender’s participation in Swing Line Loans at such time. 

  
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 “Swing Line Lender” means Bank of America, N.A. in its capacity as provider
of Swing Line Loans, or any successor swing line lender hereunder. 
 “Swing Line Loan” has the meaning specified in
Section 2.22(a). 
 “Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to
Section 2.22(b), which shall be substantially in the form of Exhibit M or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved
by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. 
 “Swing Line
Sublimit” means an amount equal to the lesser of
(a) $40,000,00030,000,000 and (b) the Total Revolving Commitment. The Swing Line Sublimit is part of, and not in addition to, the Revolving Commitment. 

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any
Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 
 “Term B Commitment”
means, as to any Term B Lender, (i) if such Term B Lender is a Term B Lender on the Closing Date, the obligation of such Term B Lender to make Term B Loans in an aggregate principal amount not to exceed the amount set forth opposite such
Lender’s name on Schedule 1.01A, (ii) if such Term B Lender is a Term B Lender on the Amendment No. 1 Effective Date from and after the effectiveness of Amendment No. 1, the 2017 Refinancing Term Commitments or (iii) the
obligation of such Term B Lender to make Term B Loans in an aggregate principal amount not to exceed the amount set forth in the Assignment and Assumption or Incremental Assumption Agreement pursuant to which such Term B Lender became a party
hereto, in each case, as the same may be changed from time to time pursuant to the terms of this Agreement (including as increased, extended or replaced as provided in Section 2.02, 2.19 and 2.20). 

“Term B Facility” means the credit facility constituted by the Term B Commitments and the Term B Loans thereunder. 

“Term B Lender” means each Lender that has a Term B Commitment or that holds Term B Loans. 

“Term B Loans” means the Term Loans made pursuant to the Term B Commitment (including the 2017 Refinancing Term Loans). 

“Term B Maturity Date” means the date that is six years from the Closing Date. 

“Term Facility” means a credit facility in respect of Term Loans hereunder including the Term B Facility. 

“Term Lender” means each Lender that holds Term Loans. 

“Term Loan Commitment” means any Commitment in respect of Term Loans including the Term B Commitments. 

“Term Loan Standstill Period” has the meaning assigned to such term in Section 7.01(d). 

“Term Loans” means the Term B Loans, any Incremental Term Loan, Extended Term Loan or Refinancing Term Loans incurred
hereunder. 
 “Term Yield Differential” has the meaning assigned to such term in Section 2.02(b)(v). 

“Test Period” means the four consecutive fiscal quarter period most recently ended. 

“Title Insurer” has the meaning assigned to such term in Section 5.09(c)(iii)(A). 

  
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 “Total Assets” means, as of any date of determination, the total assets of
the Borrower and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, as set forth on the most recent consolidated balance sheet of the Borrower as of such date (which calculation shall give pro forma
effect to any Asset Acquisition, Asset Sale or other transaction that would constitute an Asset Sale but for the operation of clause (2), (3), (8) or (9) of the definition thereof by the Borrower or any of its Restricted Subsidiaries).

 “Total Revolving Commitments” means, at any time, the aggregate principal amount of the Revolving Commitments then in
effect. 
 “Total Revolving Exposure” means, at any time, the sum of the Total Revolving Loans, LC Exposure and Swing Line
Exposure outstanding at such time. 
 “Total Revolving Loans” means, at any time, the aggregate principal amount of the
Revolving Loans of the Revolving Lenders outstanding at such time. 
 “Transaction Agreements” means the agreements
described in the Form 10 to be entered into with RRD and certain Persons that were Subsidiaries of RRD prior to the Closing Date in connection with the Spin-Off. 

“Transactions” means (i) the entry into the Loan Documents and the borrowings under this Agreement to occur on the
Closing Date, (ii) the issuance of the Secured Notes, (iii) the Separation Distribution, (iv) the Spin-Off, (v) the entry into the Transaction Agreements, (vi) the other transactions in connection therewith as described in
the Form 10 and (vii) the payment of fees and expenses in connection therewith. 
 “Type” means, as to any Loan, its
nature as an ABR Loan or a Eurodollar Loan. 
 “Undisclosed Administration” means, in relation to a Lender or its direct or
indirect parent company, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian, or other similar official by a supervisory authority or regulator under or based on the law in the country where such
Lender or such parent company is subject to home jurisdiction, if applicable law requires that such appointment not be disclosed. 

“Unrestricted Subsidiary” means (a) any subsidiary of the Borrower that is designated as an Unrestricted Subsidiary by
the Borrower after the Closing Date in a written notice to the Administrative Agent and (b) any subsidiary of any subsidiary described in clause (a) or (b) above; provided that (i) no Default shall have occurred and be
continuing at the time of or after giving effect to the designation of a subsidiary as an Unrestricted Subsidiary (a “Designation”) and (ii) at the time of and immediately after giving effect to such Designation, the Borrower
shall be in compliance on a Pro Forma Basis with Section 6.10; provided, further, that no subsidiary shall be designated as an Unrestricted Subsidiary unless (w) no creditor of such subsidiary shall have any claim (whether
pursuant to a Guarantee or otherwise) against the Borrower or any of its Restricted Subsidiaries in respect of any Indebtedness or other obligation (except for obligations arising by operation of law, including joint and several liability for taxes,
ERISA and similar items) of such subsidiary (collectively, “Unrestricted Subsidiary Support Obligations”), except with respect to the Equity Interests of such Unrestricted Subsidiary; (x) such subsidiary is not party to any
transaction with the Borrower or any Restricted Subsidiary unless the terms of such transaction complies with Section 6.06 and (y) no Investments may be made in any such subsidiary by the Borrower or any Restricted Subsidiary except to the
extent permitted under Section 6.11 (it being understood that, if a subsidiary is designated as an Unrestricted Subsidiary after the Closing Date, the aggregate Fair Market Value of all outstanding Investments owned by the Borrower and its
Restricted Subsidiaries in the subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall be subject to the limits set forth in Section 6.11)). It is understood that, other than with respect
to clause (1) of the definition of Consolidated Net Income, Unrestricted Subsidiaries shall be disregarded for the purposes of any calculation pursuant to this Agreement relating to financial matters with respect to the Borrower. 

The Borrower may revoke the designation of a subsidiary as an Unrestricted Subsidiary pursuant to a written notice to the Administrative Agent
so long as, after giving pro forma effect to such revocation, (i) the Borrower shall be in compliance on a Pro Forma Basis with Section 6.10 and (ii) no Default shall be in existence (a “Revocation”). Upon any
Revocation, such Unrestricted Subsidiary shall constitute a Restricted Subsidiary for all 

  
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purposes of this Agreement and the Borrower shall comply with Section 5.09 if such subsidiary is a Material Domestic Subsidiary. In the case of any Revocation, if the designation of such
subsidiary as an Unrestricted Subsidiary caused the available basket amount referred to in Section 6.11) to be utilized by an amount equal to the aggregate Fair Market Value of all outstanding Investments owned by the Borrower and its
Restricted Subsidiaries in the subsidiary so designated (the amount so utilized, the “Designation Amount”), then, effective upon such Revocation, such available basket amount shall be increased by the lesser of (i) the
Designation Amount and (ii) the aggregate Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in such subsidiary at the time of such Revocation. 

“Unrestricted Subsidiary Support Obligations” has the meaning assigned to such term in the definition of “Unrestricted
Subsidiary.” 
 “U.S. Lender” means any Lender that is a “United States person” within the meaning of
Section 7701(a)(30) of the Code. 

“U.S. Special
Resolution Regimes” has the meaning specified in Section 9.21. 
 “U.S. Tax Compliance Certificate” has the meaning assigned to such term
in Section 2.14(e)(ii)(B)(3). 
 “Voting Stock” means the stock of the class or classes pursuant to which the
holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the Board of Directors of the Borrower (irrespective of whether or not at the time stock of any other class or classes shall have or might
have voting power by reason of the happening of any contingency). 
 “Weighted Average Life to Maturity” when applied to
any Indebtedness at any date, means the number of years obtained by dividing (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of
principal, including payment at final maturity, in respect thereof by (ii) the number of years (calculated to the nearest one-twelfth) that shall elapse between such date and the making of such payment by (b) the then outstanding principal
amount of such Indebtedness. 
 “Wholly Owned Subsidiary” means a subsidiary of which 100% of the Equity Interests (except
for directors’ qualifying shares or certain minority interests owned by other Persons solely due to local law requirements that there be more than one stockholder, but which interest is not in excess of what is required for such purpose) are
owned directly by the Borrower or through one or more Wholly Owned Subsidiaries and, solely for the purpose of the definition of “Material Domestic Subsidiary,” excluding any subsidiary whose sole assets are Equity Interests in one or more
subsidiaries that are not Wholly Owned Subsidiaries. 
 “Withdrawal Liability” means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. 

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

Section 1.02 Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g.,
a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”). 

  
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 Section 1.03 Terms Generally. 

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect
as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as
from time to time amended, supplemented, restated, amended and restated, extended or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person
shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety
and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
“asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The foregoing
standards shall also apply to the other Loan Documents. 

(b) Any reference herein to a
merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a
limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a
separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a
Person or entity). 
 Section 1.04 Accounting Terms; GAAP. 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; provided that for purposes of any determinations associated with leases,
including, without limitation, determinations of whether such leases are capital leases, whether obligations under such leases are Capital Lease Obligations, the amount of any Capital Lease Obligations associated with such leases, and the amount of
operating expenses associated with such leases, Consolidated EBITDA, Consolidated Interest Expense, Indebtedness, the Consolidated Leverage Ratio, the Consolidated Secured Leverage Ratio and the Interest Coverage Ratio shall be determined based on
generally accepted accounting principles in the United States of America in effect on the Closing Date; provided, further, 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 is amended in accordance herewith. 

Section 1.05 Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by
dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there
is no nearest number). 
 Section 1.06 Times of Day. Unless otherwise specified, all references herein to times of day shall be
references to New York City time (daylight or standard, as applicable). 
 The Administrative Agent does not warrant, nor accept
responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable or
successor rate thereto. 
 Section 1.07 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit
at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto,
provides for one or more automatic increases in the stated amount thereof, 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. 

  
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 Section 1.08 Currencies. Unless otherwise specifically set forth in this Agreement,
monetary amounts are in Dollars. Notwithstanding anything to the contrary herein, no Default or Event of Default will arise as a result of any limitation or threshold set forth in Dollars being exceeded solely as a result of changes in currency
exchange rates. 
 Section 1.09 Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to
the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred
and is continuing or would result therefrom) in connection with a transaction undertaken in connection with the consummation of a Limited Condition Acquisition (other than the establishment of Incremental Revolving Commitments and any extension of
credit under the Revolving Commitments, Extended Revolving Commitments, Incremental Revolving Commitments or Replacement Revolving Credit Commitments), the date of determination of such ratio and determination of whether any Default or Event of
Default (other than an Event of Default under Section 7.01(a), (b), (h) or (i)) has occurred, is continuing or would result therefrom and whether any representations or warranties are true and correct (other than the Specified
Representations), at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for
such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other
transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such
financial ratio ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance
of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower) at or prior to the consummation of the relevant Limited Condition Acquisition,
such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other
provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related specified transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any
subsequent calculation of any ratio or basket availability with respect to any other transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition (other than for purposes of
determining whether an Event of Default has occurred under Section 6.10) is consummated or the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition
Acquisition, any such ratio or basket shall be calculated on (1) a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds
thereof) have been consummated and (2) on a Pro Forma Basis but without giving effect to such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and use of proceeds thereof).

 ARTICLE II 
 The Credits

 Section 2.01 Commitments. 

(a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Revolving Lender severally
agrees to make to the Borrower revolving credit loans denominated in Dollars (“Revolving Loans”) in an aggregate principal amount that will not result at the time of such Borrowing in the amount of such Lender’s Outstanding
Revolving Credit exceeding such Lender’s Revolving Commitment; provided that no Revolving Loans and Swing Line Loans shall be permitted to be borrowed on the Closing Date other than up to $50.0 million aggregate principal amount to fund
ordinary course working capital needs of the 

  
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Borrower and its Restricted Subsidiaries. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part,
and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the
Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance
with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving
Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. 

(b) Subject to the terms and conditions hereof, each Term B Lender severally agrees to make to the Borrower Term B Loans denominated in Dollars
on the Closing Date in an amount equal to such Term B Lender’s Term B Commitment. Term B Loans that are repaid or prepaid may not be reborrowed. 

(c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate principal amount that is
an integral multiple of $1,000,000 and not less than $5,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate principal amount that is an integral multiple of $100,000 and not less than $500,000;
provided that an ABR Borrowing may be in an aggregate principal amount that is equal to the entire unused balance of the applicable outstanding Commitment. Borrowings of more than one Type and Class may be outstanding at the same time;
provided that there shall not at any time be more than a total of 10 Eurodollar Borrowings outstanding. 
 Section 2.02
Incremental Revolving Commitments and Incremental Term Loans. 
 (a) The Borrower may, by written notice to the Administrative Agent
from time to time, request Incremental Term Loan Commitments and/or Incremental Revolving Commitments, as applicable, in an amount not to exceed the Incremental Amount available at the time such Incremental Term Loans are funded or established (if
commitments in respect of such Incremental Term Loans are established on a date prior to funding) or Incremental Revolving Commitments are established (except, in each case, as set forth in the final paragraph under Section 6.01) from one or
more Incremental Term Lenders and/or Incremental Revolving Lenders (which, in each case, may include any existing Lender (but no such Lender shall be required to participate in any such Incremental Facility without its consent), but shall be
required to be persons which would qualify as assignees of a Lender in accordance with Section 9.05) willing to provide such Incremental Term Loans and/or Incremental Revolving Commitments, as the case may be, in their sole discretion;
provided that each Incremental Revolving Lender shall be subject to the approval of the Administrative Agent, each Issuing Bank and the Swing Line Lender (which approval shall not be unreasonably withheld, conditioned or delayed). Such notice
shall set forth (i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000, or equal to the remaining
Incremental Amount or, in each case, such lesser amount approved by the Administrative Agent) and (ii) the date on which such Incremental Term Loan Commitments and/or Incremental Revolving Commitments are requested to become effective. 

(b) The Borrower and each Incremental Term Lender and/or Incremental Revolving Lender shall execute and deliver to the Administrative Agent an
Incremental Assumption Agreement and such other documentation (including, without limitation, amendments to this Agreement) as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental
Term Lender and/or Incremental Revolving Commitment of such Incremental Revolving Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Incremental Term Loans and/or Incremental Revolving Commitments;
provided that: 
 (i) any Incremental Revolving Commitments shall have the same terms as the Revolving Commitments,
shall require no scheduled amortization or mandatory commitment reduction prior to the Revolving Termination Date and shall be on the same terms (other than upfront fees) and pursuant to the same documentation applicable to the Revolving
Commitments, 

  
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 (ii) the Incremental Loans shall not be guaranteed by any subsidiaries of
the Borrower that do not guarantee the Obligations and shall be secured on a pari passu basis by the same Collateral (and no additional Collateral) securing the Obligations, any Incremental Revolving Commitment shall have the same payment priority
as the Revolving Commitments and any Incremental Term Facility shall have the same payment priority as the Term B Facility, 

(iii) (a) the scheduled final maturity date of any Incremental Term Facility shall be no earlier than the Term B Maturity
Date and (b) the Weighted Average Life to Maturity of any Incremental Term Facility shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B Facility, 

(iv) no Incremental Term Facility shall participate on a greater than pro rata basis with the Term B Facility in any mandatory
prepayment 
 (v) any Incremental Facility shall be on terms (other than pricing, amortization, maturity, prepayment premiums
and mandatory prepayments) and pursuant to documentation substantially similar to the Term B Facility or Revolving Facility, as applicable, or otherwise reasonably acceptable to the Administrative Agent; provided that such Incremental
Facilities (x) shall have no financial maintenance covenants of a different type than the Financial Covenants, and no financial maintenance covenants that are more restrictive than the Financial Covenants and (y) shall not have negative
covenants and/or default provisions that, taken as a whole, are materially more restrictive than those applicable to the Revolving Facility as determined in good faith by the Borrower unless, in each case of clauses (x) and (y) such terms
(I) (if favorable to all then existing Lenders) are in consultation with the Administrative Agent, incorporated into this Agreement for the benefit of all then existing Lenders (without further amendment requirements); or (II) become applicable
only after the Revolving Facility shall have matured or been terminated and any Term Loans existing at such date have been paid in full; provided, however, with respect to any Incremental Term Loans, the All-in Yield shall be as agreed
by the respective Incremental Term Lenders and the Borrower, except that the All-in Yield in respect of any such Incremental Term Loans may exceed the All-in Yield in respect of the Term B Loans by no more than 0.50%, or if it does so exceed such
All-in Yield (such difference, the “Term Yield Differential”) then the Applicable Rate (or the “LIBOR floor” as provided in the following proviso) applicable to such Term B Loans shall be increased such that after giving
effect to such increase, the Term Yield Differential shall not exceed 0.50%; provided, that to the extent any portion of the Term Yield Differential is attributable to a higher “LIBOR floor” being applicable to such Incremental Term
Loans, such floor shall only be included in the calculation of the Term Yield Differential to the extent such floor is greater than the adjusted LIBOR rate in effect for an Interest Period of three months’ duration at such time, and, with
respect to such excess, the “LIBOR floor” applicable to the outstanding Term B Loans shall be increased to an amount not to exceed the “LIBOR floor” applicable to such Incremental Term Loans prior to any increase in the
Applicable Rate applicable to such Term B Loans then outstanding; and 
 (vi) no Incremental Revolving Commitments may be
established if, after giving effect thereto, the aggregate principal amount of Revolving Commitments, Extended Revolving Commitments, Incremental Revolving Commitments or Replacement Revolving Facility Commitments would exceed Consolidated EBITDA
(determined on a Pro Forma Basis) for the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01; provided that the Lenders providing Incremental Revolving Commitments shall be fully protected
(and extensions of credit thereunder shall be included in Priority Payment Obligations) in relying on a certificate of a Responsible Officer of the Borrower as to whether the limitation set forth in this clause (vi) is exceeded. 

(c) Each party hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended or
amended and restated to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments and/or Incremental Revolving Commitments evidenced thereby as provided for in Section 9.02. Any
amendment or amendment and restatement to this Agreement or any other Loan Document that is necessary to effect the provisions of this Section 2.02 (including, without limitation, to provide for the establishment of Incremental Term Loans) and
any such collateral and other documentation shall be deemed “Loan Documents” hereunder and may be memorialized in writing between the Administrative Agent and the Borrower and furnished to the other parties hereto. 

  
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 (d) Notwithstanding the foregoing, subject to Section 1.09, no Incremental Term Loan
Commitment or Incremental Revolving Commitment shall become effective under this Section 2.02 unless (i) no Default or Event of Default shall exist after giving pro forma effect to such Incremental Term Loan Commitment or Incremental
Revolving Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (ii) the conditions set forth in Section 4.02 have been complied with whether or not a Borrowing is made under the Incremental Facility on
such date (other than clause (c) thereof which shall only be required to be complied with if a Borrowing is made on such date); (iii) after giving pro forma effect to such Incremental Term Loan Commitment or Incremental Revolving
Commitment and the incurrence of Indebtedness thereunder (assuming such commitments are fully drawn on such date) and use of proceeds therefrom the Borrower would be in compliance with Section 6.10 as of the last day of the most recently ended
Test Period only on the date of the initial incurrence of (or commitment in respect of) such Indebtedness and (iv) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the
Administrative Agent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. 

(e) Upon each increase in the establishment of any Incremental Revolving Commitments pursuant to this Section 2.02, each Lender
immediately prior to such increase will automatically and without further act be deemed to have assigned to each Incremental Revolving Lender providing a portion of the Incremental Revolving Commitments in respect of such increase, and each such
Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to each such deemed
assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Lender (including each such Incremental Revolving Lender) will equal such Lender’s Revolving
Commitment Percentage and if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Incremental Revolving Commitments either be prepaid from the proceeds of
additional Revolving Loans made hereunder or assigned to an Incremental Revolving Lender (in each case, reflecting such Incremental Revolving Commitments, such that Revolving Loans are held ratably in accordance with each Lender’s pro
rata share, after giving effect to such increase), which prepayment or assignment shall be accompanied by accrued interest on the Revolving Loans being prepaid. The Administrative Agent and the Lenders hereby agree that the minimum borrowing,
pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. If there is a new Revolving Borrowing
on such Incremental Revolving Commitment Closing Date, the Revolving Lenders after giving effect to such Incremental Revolving Commitments shall make such Revolving Loans in accordance with Section 2.01. 

Section 2.03 Procedure for Borrowing. 

(a) To request a Revolving Borrowing or a Term B Loan Borrowing on any Business Day, the Borrower shall notify the Administrative Agent of such
request (x) in the case of ABR Loans, by telephone or Committed Loan Notice (which notice must be received by the Administrative Agent prior to 12:00 noon, New York City time on the requested Borrowing Date) or (y) in the case of
Eurodollar Loans, by Committed Loan Notice (which notice must be received by the Administrative Agent prior to 12:00 noon, New York City time not less than three Business Days prior to the requested Borrowing Date). Any Committed Loan Notice shall
be irrevocable (but may be conditioned on the occurrence of any event if the Committed Loan Notice includes a description of such event; provided that the relevant Lenders shall still be entitled to the benefits of Section 2.13) and any
telephonic borrowing request must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such telephonic and written Committed Loan Notice shall specify the amount, Class and Type of Borrowing to be
borrowed, the requested Borrowing Date and if applicable, the duration of the Interest Period with respect thereto. Upon receipt of such notice, the Administrative Agent shall promptly notify each relevant Lender thereof. For the avoidance of doubt,
subject to Section 2.11, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. 

(b) If no election as to the Type of Borrowing is specified for a Borrowing, then the requested Borrowing shall be an ABR Borrowing. If no
Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. 

  
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 Section 2.04 Funding of Borrowings. 

(a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by
2:00 p.m. New York City time to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. 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 maintained with the Administrative Agent in New York City or to any other account as shall have been designated by the Borrower in writing to the Administrative Agent in the
applicable Committed Loan Notice. Each Lender at its option may make any Eurodollar 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. 
 (b) Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share
available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the
applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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, 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 such Loans. 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 obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and
Swing Line Loans and to make payments pursuant to Sections 8.09 and 9.04(c) are several and not joint. The failure of any Lender to make any Loan or to fund any such participation or to make any payment under Sections 8.09 or 9.04(c) on any date
required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and, other than pursuant to Section 2.18, no Lender shall be responsible for the failure of any other Lender to so make its Loan or, to
fund its participation or to make its payment under Sections 8.09 or 9.04(c). 
 Section 2.05 Interest Elections. 

(a) Each Borrowing initially shall be of the Type specified in the applicable Committed Loan Notice, and each Eurodollar Borrowing shall have
an initial Interest Period as specified in such Committed Loan Notice. Thereafter, the Borrower may elect to convert any Borrowing to a different Type or to continue such Borrowing as the same Type and may elect successive Interest Periods for any
Eurodollar Borrowing, all as provided in this Section. The Borrower may elect different Types or Interest Periods, as applicable, with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated
ratably among the relevant Lenders holding the Loans comprising the relevant portion of such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. Notwithstanding anything to the contrary herein, a Swing
Line Loan may not be converted to a Eurodollar Loan. 
 (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 request for a Borrowing would be required under Section 2.03, if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective
date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly in writing. 
 (c)
Each telephonic and written Interest Election Request shall specify (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 

  
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the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing, and (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after
giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.” If any such Interest Election Request requests a Eurodollar 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 relevant Lender 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 Eurodollar 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 continued as such for an Interest Period of one month. Notwithstanding any contrary provision hereof, if
an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted
to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto. 

Section 2.06 Termination and Reduction of Commitments. The Borrower shall have the right, upon not less than three Business Days’
notice to the Administrative Agent, to terminate the Commitments of any Class or, from time to time, to reduce the amount of the Commitments of any Class; provided that no such termination or reduction of Revolving Commitments shall be
permitted if, after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof, the Outstanding Revolving Credits would exceed the Total Revolving Commitments. Any such reduction shall be in an amount
equal to an integral multiple of $1,000,000 and not less than $5,000,000 and shall reduce permanently the Commitments of such Class then in effect. 

Section 2.07 Repayment of Loans; Evidence of Debt. 

(a) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and
deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such
promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.05) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory
note is a registered note, to such payee and its registered assigns). 
 (b) The Borrower unconditionally promises to pay the then unpaid
principal amount of each Revolving Loan on the Revolving Termination Date. 
 (c) The Borrower shall repay principal of outstanding Term B
Loans on the last Business Day of each March, June, September and December of each year (commencing on March 30, 2018) and on the Term B Maturity Date, in an aggregate principal amount of such Term B Loans equal to (A) in the case of the
first three payments, an amount equal to $12,500,000, (B) thereafter, in the case of quarterly payments due prior to the Term B Maturity Date, an amount equal to $10,625,000 and (C) in the case of such payment due on the Term B Maturity
Date, an amount equal to the then unpaid principal amount of such Term B Loans outstanding. 
 (d) The Borrower shall repay each Swing Line
Loan on the earlier to occur of (i) the date ten Business Days after such Loan is made and (ii) the Revolving Termination Date. 

(e) 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. 

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

(g) The entries made in the accounts maintained pursuant to paragraph (e) or (f) of this Section shall be conclusive absent manifest
error 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. 
 Section 2.08 Prepayments. 

(a) (i) The Borrower may at any time and from time to time prepay Loans, in whole or in part, without premium or penalty (except as
specifically provided in the proviso of this sentence and in the penultimate sentence of this Section 2.08(a)(i)), upon notice delivered to the Administrative Agent no later than 12:00 noon, New York City time, not less than three Business Days
prior thereto, in the case of Eurodollar Loans, no later than 12:00 noon, New York City time, on the date of such notice, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and the Loans to be prepaid;
provided that, if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.13. Each such notice may be conditioned on
the occurrence of one or more events (it being understood that the Administrative Agent and Lenders shall be entitled to assume that the Loans contemplated by such notice are to be made unless the Administrative Agent shall have received written
notice revoking such notice of prepayment on or prior to the date of such prepayment). Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in
such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount that is an integral multiple of $1,000,000
and not less than $5,000,000. In the case of each prepayment of Loans pursuant to this Section 2.08(a), the Borrower may in its sole discretion select the Loans (of any Class) to be repaid, and such prepayment shall be paid to the appropriate
Lenders in accordance with their respective pro rata share of such Loans. If any Repricing Event occurs prior to the date occurring twelve months after the Amendment No. 1 Effective Date, the Borrower agrees to pay to the Administrative Agent,
for the ratable account of each Lender with Term B Loans that are subject to such Repricing Event (including any Lender which is replaced pursuant to Section 2.16(c) as a result of its refusal to consent to an amendment giving rise to such
Repricing Event), a fee in an amount equal to 1.00% of the aggregate principal amount of the Term B Loans subject to such Repricing Event. Such fees shall be earned, due and payable upon the date of the occurrence of such Repricing Event. 

(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time,
voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the
prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment
and the payment amount specified in such notice shall be due and payable on the date specified therein. 
 (b) If at any time for any reason
the sum of the Outstanding Revolving Credit of all Lenders exceeds the Total Revolving Commitments, the Borrower shall upon learning thereof, or upon the request of the Administrative Agent, immediately prepay the Revolving Loans and Swing Line
Loans in an aggregate principal amount at least equal to the amount of such excess. 
 (c) Beginning on the Closing Date, the Borrower shall
apply all Net Proceeds within five (5) Business Days after receipt thereof to prepay Term Loans in accordance with clauses (e) and (f) below. 

(d) Not later than five (5) Business Days after the date on which the annual financial statements are, or are required to be, delivered
under Section 5.01(a) with respect to each Excess Cash Flow Period, the Borrower shall calculate Excess Cash Flow for such Excess Cash Flow Period and, if and to the extent the amount of such 

  
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Excess Cash Flow is greater than $0, the Borrower shall apply an amount to prepay Term Loans equal to (i) the Required Percentage of such Excess Cash Flow minus (ii) the sum of
(a) to the extent not financed using the proceeds of funded Indebtedness, the amount of any voluntary payments of Term Loans and amounts used to repurchase outstanding principal of Term Loans during such Excess Cash Flow Period (plus,
without duplication of any amounts previously deducted under this clause (ii), the amount of any such voluntary payments and amounts so used to repurchase principal of Term Loans after the end of such Excess Cash Flow Period but before the date of
prepayment under this clause (d)) pursuant to Sections 2.08(a) and Section 2.21 (it being understood that the amount of any such payments pursuant to Section 2.21 shall be calculated to equal the amount of cash used to repay principal and
not the principal amount deemed prepaid therewith) and (b) to the extent not financed using the proceeds of funded Indebtedness, the amount of any voluntary payments of Revolving Loans to the extent that Revolving Commitments are terminated or
reduced pursuant to Section 2.06 by the amount of such payments. Such calculation will be set forth in an Officer’s Certificate delivered to the Administrative Agent setting forth the amount, if any, of Excess Cash Flow for such Excess
Cash Flow Period, the amount of any required prepayment in respect thereof and the calculation thereof in reasonable detail. 
 (e) Amounts
to be applied in connection with prepayments of Term Loans pursuant to this Section 2.08 shall be applied to the prepayment of the Term Loans in accordance with Section 2.15(b) until paid in full. In connection with any mandatory
prepayments by the Borrower of the Term Loans pursuant to this Section 2.08, such prepayments shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are
ABR Loans or Eurodollar Loans; provided that with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied (i) first to Term Loans that are ABR Loans to the full extent thereof before application to
Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.13 and (ii) on a pro rata basis with respect to each Class of Term Loans except to the
extent any Incremental Assumption Agreement, Extension Amendment or Refinancing Amendment provides that the Class of Term Loans incurred thereunder is to receive less than its pro rata share, in which case such prepayment shall be allocated to such
Class of Term Loans as set forth in such Incremental Assumption Agreement, Extension Amendment or Refinancing Amendment and to the other Classes of Term Loans on a pro rata basis. Each prepayment of the Term Loans under this Section 2.08 shall
be accompanied by accrued interest to the date of such prepayment on the amount prepaid. 
 (f) The Borrower shall notify the Administrative
Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to Section 2.08(c) or 2.08(d) at least four (4) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such
prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Term Lender of the contents of any such prepayment notice and of such Term Lender’s ratable portion of
such prepayment (based on such Lender’s pro rata share of each relevant Class of the Term Loans). Any Term Lender (a “Declining Term Lender,” and any Term Lender which is not a Declining Term Lender, an
“Accepting Term Lender”) may elect, by delivering written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Term Lender’s receipt of notice from the
Administrative Agent regarding such prepayment, that the full amount of any mandatory prepayment otherwise required to be made with respect to the Term Loans held by such Term Lender pursuant to Section 2.08(c) or 2.08(d) not be made (the
aggregate amount of such prepayments declined by the Declining Term Lenders, the “Declined Prepayment Amount”). If a Term Lender fails to deliver notice setting forth such rejection of a prepayment to the Administrative Agent within
the time frame specified above or such notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. In the event that the
Declined Prepayment Amount is greater than $0, such Declined Prepayment Amount shall be retained by the Borrower. For the avoidance of doubt, the Borrower may, at its option, apply any amounts retained in accordance with the immediately preceding
sentence to prepay loans in accordance with Section 2.08(a). 
 (g) Any prepayment of Term Loans of any Class shall be applied
(i) in the case of prepayments made pursuant to Section 2.08(a)(i), to reduce the subsequent scheduled repayments of the Term Loans of such Class to be made pursuant to Section 2.07 as directed by the Borrower, or as otherwise
provided in any Extension Amendment, any Incremental Assumption Amendment or Refinancing Amendment as directed by the Borrower and if not directed by the Borrower, in direct order of maturity thereof, and (ii) in the case of prepayments made
pursuant to Section 2.08(c) or Section 2.08(d), to reduce the subsequent scheduled repayments of the Term Loans of such Class to be made pursuant to this Section in direct order of maturity, or as otherwise provided in any Extension
Amendment, any Incremental Assumption Amendment or Refinancing Amendment. 

  
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 Section 2.09 Fees. 

(a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility fee in Dollars for the period
from and including the Closing Date to the last day of the Revolving Commitment Period, computed at the applicable Facility Fee Rate on the actual daily amount of the Total Revolving Commitment of such Lender regardless of usage (or, if the Total
Revolving Commitments have been terminated, on the Outstanding Revolving Credit) during the period for which payment is made, payable quarterly in arrears on each Revolving Fee Payment Date, commencing with the first such date to occur after the
Closing Date. 
 (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation
fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Loans on the actual daily amount of such Revolving Lender’s LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the
date on which such Revolving Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the actual daily amount of the LC Exposure of the Letters of Credit
issued by it (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which
there ceases to be any such LC Exposure, as well as the fees agreed by the Issuing Bank and the Borrower with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees
and fronting fees will be payable quarterly in arrears on each Revolving Fee Payment Date, commencing with the first such date to occur after the Closing Date; provided that any such fees accruing after the date on which the Revolving
Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year
of 365/366 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). 
 (c) The
Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative Agent and to perform any other obligations contained therein. 

(d) All fees payable hereunder shall be paid on the dates due, in immediately available funds in Dollars, to the Administrative Agent for
distribution, in the case of facility fees, to the Revolving Lenders. Fees paid shall not be refundable under any circumstances. All per annum fees shall be computed on the basis of a year of 365/366 days for actual days elapsed; provided
that facility fees shall be computed on the basis of a year of 360 days. 
 Section 2.10 Interest. 

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

(b) The Loans comprising each Eurodollar Borrowing in any currency shall bear interest at the Eurodollar Rate for such currency for the
Interest Period in effect for such Borrowing plus the Applicable Rate. 
 (c) Notwithstanding the foregoing, if any principal of or interest
on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum
equal to (i) in the case of overdue principal of any Loan, 2% 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 amount, 2% plus the rate applicable to
ABR Loans as provided in paragraph (a) of this Section. 

  
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 (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan and, in addition, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the
event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar 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 Alternate
Base Rate when the Alternate Base Rate is calculated by reference to the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year). The applicable Alternate Base Rate or Eurodollar Rate shall be determined by the
Administrative Agent, and such determination shall be conclusive absent manifest error. 
 Section 2.11 Alternate Rate of Interest.

 (a) If prior to the commencement of any Interest Period for a Eurodollar Borrowing: 

(i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that
adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for a Loan or for the applicable Interest Period; or 

(ii) the Administrative Agent is advised by the Required Lenders that the Eurodollar Rate for a Loan or for the applicable
Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) 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 Eurodollar Borrowing shall be ineffective and the Loans shall be converted to an ABR Borrowing and (ii) if any borrowing request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing. 

Section 2.12 Increased Costs. 

(a) If any Change in Law shall: 

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement
against assets of, deposits with or for the account of, or credit extended by, any Lender (including any reserve for eurocurrency funding that may be established or reestablished under Regulation D of the Board); 

(ii) impose on any Lender (including any Issuing Bank or the Swing Line Lender) any Taxes other than (A) Indemnified Taxes
or Other Taxes indemnified under Section 2.14 or (B) Excluded Taxes; or 
 (iii) impose on any Lender or the London
interbank market any other condition affecting this Agreement or Loans made by or participations held by such Lender; 

  
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 and the result of any of the foregoing shall be to increase the cost to such Lender of making, continuing,
converting into 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 hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or
reduction suffered. 
 (b) If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the
effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such
Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from
time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. 

(c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may
be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days
after receipt thereof. 
 (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute
a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the
date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to
such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. 

Section 2.13 Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar 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 Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow,
convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a
request by the Borrower pursuant to Section 2.16, 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 Eurodollar Loan, such loss, cost or expense to any
Lender shall be deemed to be an amount determined by such Lender 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 Eurodollar 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, 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
the relevant currency of a comparable amount and period from other banks in the eurocurrency market (but not less than the available Eurodollar Rate quoted for the Eurodollar interest period equal to the period from the date of such event to the
last day of the then current Interest Period, or if there is no such Eurodollar interest period, the lower of the Eurodollar Rates quoted for the closest Eurodollar interest periods that are longer and shorter than such period). 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 the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due
on any such certificate within 10 days after receipt thereof. 
 Section 2.14 Taxes. 

(a) All payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made free and clear
of and without deduction for any Taxes unless required by applicable Requirements of Law; provided that if any applicable withholding agent shall be required by applicable Requirements of Law to deduct any Taxes in respect of any such
payments, then (i) if such Tax is an Indemnified Tax or Other Tax, the sum payable shall be increased by the applicable Loan Party as necessary so that after all 

  
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required deductions (including deductions applicable to additional sums payable under this Section 2.14) have been made the applicable Lender (or, in the case of a payment made to the
Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable withholding agent shall make such deductions and (iii) the
applicable withholding agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Requirements of Law. 

(b) In addition, without duplication of any obligation set forth in subsection (a), the Borrower shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable Requirements of Law. 
 (c) Without duplication of any obligation set forth in
subsection (a), the Loan Parties shall indemnify the Administrative Agent and each Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes paid by the Administrative Agent or such Lender, as the case may
be, on or with respect to any payment by or on account of any obligation of any Loan Party hereunder or under any other Loan Document and any Other Taxes paid by the Administrative Agent or such Lender (including Indemnified Taxes or Other Taxes
imposed on asserted on or attributable to amounts payable under this Section 2.14) 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 the Borrower by a Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent
manifest error. If the Borrower determines that there is a reasonable basis to contest any Indemnified Tax or Other Tax for which it is responsible hereunder, without limiting Borrower’s indemnification obligations hereunder, such
Administrative Agent or Lender (as applicable) shall reasonably cooperate in pursuing such contest (at Borrower’s expense) so long as pursuing such contest would not, in the sole reasonable determination of the Administrative Agent or Lender,
result in any additional unreimbursed costs or expenses or be otherwise disadvantageous to the Administrative Agent or such Lender. This Section shall not be construed to require the Administrative Agent or Lender to make available its tax returns
(or any other information relating to its Taxes which it deems confidential) to the Borrower or any other Person. 
 (d) As soon as
practicable after any payment of Indemnified Taxes or Other Taxes by any Loan Party to a Governmental Authority, the Borrower shall deliver to the Administrative Agent a copy, or if reasonably available to the Borrower a certified copy, of a receipt
issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 

(e) (i) Each Lender shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower
or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding Tax or at a reduced rate of withholding.

 (ii) Without limiting the generality of the foregoing, 

(A) any U.S. Lender shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such
Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), properly executed originals of IRS Form W-9 certifying
that such Lender is exempt from U.S. federal backup withholding Tax; 
 (B) any Non-U.S. Lender shall, to the extent
it is legally eligible to do so, deliver to the Borrower and the Administrative Agent on or prior to 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), whichever of the following is applicable to establish such Non-U.S. Lender’s entitlement to a reduced rate of, or exemption from, withholding: 

(1) two properly executed originals of IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or
reduction of, U.S. federal withholding Tax pursuant to an income tax treaty to which the United States is a party; 

  
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 (2) two properly executed originals of IRS Form
W-8ECI; 
 (3) (x) executed originals of a certificate substantially in the form of Exhibit
G-1 to the effect that such Non-U.S. 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 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, and that no payments to be received by such Lender will be effectively connected income (a
“U.S. Tax Compliance Certificate”) and (y) two properly executed originals of IRS Form W-8BEN or W-8BEN-E; or 
 (4)
to the extent a Lender is not the beneficial owner (for example, where the Lender is a partnership, or has sold a participation), two properly executed originals of IRS Form W-8IMY, accompanied by properly
executed IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Lender is a partnership (and not a participating Lender), and one or more direct or indirect
partners of such Non-U.S. Lender are claiming the portfolio interest exemption, such Non-U.S. Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of such direct and indirect partner(s); and

 (5) any Non-U.S. Lender shall, to the extent it is legally eligible to do so, deliver to the Borrower and the Administrative Agent (in
such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the
Administrative Agent), executed originals of any other form prescribed by applicable Requirements of Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary
documentation as may be prescribed by applicable Requirements of Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made. 

(iii) If a payment made to a Lender under this Agreement or the other Loan Documents would be subject to U.S. Federal
withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the
Borrower or 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 Requirements of 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 or the Administrative Agent to comply with its
obligations under FATCA, to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA and, as necessary, to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of
this Section 2.14(e)(iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. 

(iv) Each Lender agrees that if any documentation it previously delivered pursuant to this Section 2.14(e) expires
or becomes obsolete or inaccurate in any respect, it shall update such documentation or promptly notify the Borrower and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding anything to the contrary in this
Section 2.14(e), no lender shall be required to provide any documentation pursuant to this Section 2.14(e) that it is not legally eligible to provide. 

  
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 (v) Each Lender hereby authorizes the Administrative Agent to deliver to the
Loan Parties and to any successor Administrative Agent any documentation provided by such Lender to the Administrative Agent pursuant to this Section 2.14(e). 

(f) If the Administrative Agent or a Lender determines, in its reasonable discretion, that it has received a refund of any Taxes as to which it
has been indemnified by a Loan Party or with respect to which the Loan Party has paid additional amounts pursuant to this Section 2.14, it shall pay over such refund to the Loan Party (but only to the extent of indemnity payments made, or
additional amounts paid, by the Loan Party under this Section 2.14 with respect to the Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including any Taxes) of the Administrative Agent or such Lender and
without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Loan Party agrees to repay the amount paid over to the Loan Party (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This Section shall not be
construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its Taxes which it deems confidential) to the Borrower or any other Person. 

(g) For the avoidance of doubt, for purposes of this Section 2.14, the term “Lender” includes any Issuing Bank and the
Swing Line Lender. 
 Section 2.15 Pro Rata Treatment and Payments. 

(a) Each borrowing of Revolving Loans by the Borrower from the Revolving Lenders and any reduction of the Revolving Commitments of the
Revolving Lenders shall be made pro rata according to the respective Revolving Commitments then held by the Revolving Lenders. Each payment by the Borrower on account of any facility fee or any letter of credit fee shall be paid ratably to the
Revolving Lenders entitled thereto. 
 (b) Each prepayment by the Borrower on account of principal of any Loans of any Class shall be made
pro rata according to the respective outstanding principal amounts of Loans of such Class then held by the Lenders entitled to such payment (subject in the case of Term B Loans to Section 2.08(f)). Subject to Section 2.15(d), all
repayments of principal of any Loans at stated maturity or upon acceleration shall be allocated pro rata according to the respective outstanding principal amounts of the matured or accelerated Loans then held by the relevant Lenders. Subject
to Section 2.15(d), all payments of interest in respect of any Loans shall be allocated pro rata according to the outstanding interest payable then owed to the relevant Lenders. Notwithstanding the foregoing, (A) any amount payable
to a Defaulting Lender under this Agreement (whether on account of principal, interest, fees or otherwise but excluding any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.16 and Section 9.05) shall,
in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated interest-bearing account and, subject to any applicable Requirements of Law, be applied at such time or times as may be determined by the
Administrative Agent: (1) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent, the Issuing Bank and the Swing Line Lender hereunder (including amounts owed under Section 2.09(b) or 9.04(c)),
(2) second, to the funding of any Loan or LC Disbursement required by this Agreement, as determined by the Administrative Agent, (3) third, if so determined by the Administrative Agent and Borrower, held in such account as cash collateral
for future funding obligations of the Defaulting Lender under this Agreement, (4) fourth, pro rata, to the payment of any amounts owing to the Borrower or the Lenders as a result of such Defaulting Lender’s breach of its obligations under
this Agreement and (5) fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction, and (B) if such payment is a prepayment of the principal amount of Loans, such payment shall be applied solely to prepay
the Loans of all Non-Defaulting Lenders pro rata (based on the amounts owing to each) prior to being applied to the prepayment of any Loan of any Defaulting Lender. 

  
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 (c) All payments (including prepayments) to be made by the Borrower hereunder, whether on
account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 2:00 p.m., New York City time, on the date when due. All payments received by the Administrative Agent after 2:00 p.m., New
York City time, 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 and fees thereon. All such payments shall be made to the Administrative
Agent’s Office except that payments pursuant to Sections 2.12, 2.13, 2.14, 2.22 and 9.04 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute such payments to the relevant Lenders promptly upon
receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. In the case of any extension of any payment of principal,
interest thereon shall be payable at the then applicable rate during such extension. 
 (d) Subject to the terms of the Pari Intercreditor
Agreement, after the exercise of remedies provided for in Section 7.01 (or after any Loans have automatically become immediately due and payable and the Letters of Credit have automatically been required to be cash collateralized as
contemplated by Section 7.01) and irrespective of any other provision of any Loan Document to the contrary, any amounts (including cash, equity securities, debt securities or any other property; provided that if any such amounts are not
in the form of cash, then the amount of such securities or other property applied to each of clauses First through Last below shall be an amount with a fair market value equal to the stated amount required to be applied pursuant to
each such clause) received on account of the Collateral or in consideration of any waiver of any rights to receive any payment of the Obligations (whether received as a consequence of the exercise of such remedies or as a distribution under any
Insolvency or Liquidation Proceeding including payments in respect of “adequate protection” for the use of Collateral during such proceeding or under any Plan of Reorganization or on account of any liquidation of any Loan Party) shall be
turned over to the Administrative Agent (to the extent not received directly by the Administrative Agent) and applied by the Administrative Agent in the following order: 

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other
than principal, interest and fees with respect to the Loans and the Commitments, but including amounts payable under Section 9.04) payable to the Administrative Agent in its capacity as such (irrespective of when such amounts were incurred or
accrued or whether any such amounts are allowed in any Insolvency or Liquidation Proceeding) until paid in full; 

Second, ratably, (i) to payment of that portion of the Priority Payment Obligations then due and payable ratably
among the Secured Parties in proportion to the amounts of such Priority Payment Obligations then due and payable held by the Secured Parties described in this clause Second until paid in full and (ii) to cash collateralize Letters of Credit in
accordance with Section 2.17(k) until the Letters of Credit have been cash collateralized in full; 
 Third, to
payment of that portion of all other Obligations ratably among the Secured Parties in proportion to the amount of such Obligations owing to the Secured Parties described in this Clause Third until paid in full; 

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as
otherwise required by Law. 
 Subject to Section 2.17, amounts used to cash collateralize the aggregate undrawn amount of Letters of Credit pursuant to
clause Second above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall
be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrower. 
 In
furtherance of the foregoing, each Secured Party hereby agrees that it will not support or agree to any Non-Conforming Plan of Reorganization. The parties to each Loan Document (including each Loan Party) irrevocably agree that this Agreement
(including the provisions of this Section 2.15) constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code of the United States, and that the terms hereof will
survive, and will continue in full force and effect and be binding upon each of the parties hereto, in any Insolvency or Liquidation Proceeding. 

  
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 (e) 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 Loans or participations in Letters of Credit or fees owing hereunder, it shall turn such amount over to the Administrative Agent for application pursuant to
Section 2.15(d). 
 Section 2.16 Mitigation Obligations; Replacement of Lenders. 

(a) If any Lender requests compensation under Section 2.12, 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 2.14, 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 judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or 2.14, as the case may be,
in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment. Each Lender may designate a different lending office for funding or booking its Loans hereunder or assign its rights and obligations hereunder to another of its offices, branches or affiliates;
provided that the exercise of this option shall not affect the obligations of the Borrower to repay the Loan in accordance with the terms of this Agreement. 

(b) If any Lender requests compensation under Section 2.12, 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 2.14, or if any Lender 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 9.05), 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 a Revolving Commitment is being
assigned, the Issuing Banks and Swing Line Lender), 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 unreimbursed
LC Disbursements and Swing Line 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 2.12 or payments required to be made pursuant to Section 2.14, such assignment will result in a reduction in such
compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and
delegation cease to apply. 
 (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 9.02 requires the consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then the Borrower shall
have the right (unless such Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign its Loans, and its Revolving Commitments hereunder to one or more assignees reasonably
acceptable to the Administrative Agent, provided that: (a) all amounts owing to such Non-Consenting Lender being replaced (other than principal and interest) shall be paid in full to such Non-Consenting Lender concurrently with such
assignment, and (b) the replacement Lender (each such Lender, a “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. In connection with any such assignment the Borrower, Administrative Agent, such Non-Consenting Lender and the Replacement Lender shall otherwise comply with Section 9.05. 

(d) Notwithstanding anything herein to the contrary, each party hereto agrees that any assignment pursuant to the terms of Section 2.16(c)
may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender making such assignment need not be a party thereto. 

  
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 Section 2.17 Letters of Credit. 

(a) General. Subject to the terms and conditions set forth herein, the Borrower may request that standby letters of credit denominated
in Dollars be issued under this Agreement for its own account or the account of any Restricted Subsidiary, in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the
Revolving Commitment Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered
into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. 

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the
amendment, renewal 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 Issuing Bank) to the Issuing Bank and
the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, but in any event no later than three Business Days prior to such date unless otherwise agreed by the Issuing Bank and the
Administrative Agent) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal 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 of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be
necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter
of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if, after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $100,000,000,75,000,000, (ii) the total Outstanding Revolving Credits shall not exceed the Total Revolving Commitments and (iii) with respect to such Issuing Bank, the sum of the aggregate face amount of Letters of Credit
issued by such Issuing Bank shall not, unless otherwise agreed by such Issuing Bank, exceed its LC Sublimit. If the Borrower so requests in any applicable letter of credit application, the Issuing Bank may, in its sole discretion, agree to issue a
Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Bank to prevent any such extension at least
once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month
period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such extension. Once an Auto-Extension
Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit expiration
date referenced in clause (c) below; provided, however, that the Issuing Bank shall not permit any such extension if (A) the Issuing Bank has determined that it would not be permitted at such time to issue such Letter of
Credit in its revised form (as extended) under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the
Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not
then satisfied, and in each such case directing the Issuing Bank not to permit such extension. The Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority
or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing the Letter of Credit, or any Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental
Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Bank with respect to
the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense
which was not applicable on the Closing Date and which the Issuing Bank in good faith deems material to it; or (B) the issuance of the Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit
generally. 

  
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 (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of
business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five
Business Days prior to the Revolving Termination 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 Issuing Bank or the Revolving Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the
Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Revolving Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Revolving Lender’s Revolving Commitment Percentage of each LC Disbursement made by the
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. Such payment by the Lenders shall be made in
Dollars. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever,
including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever. 
 (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter
of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in the currency of such LC Disbursement an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such
LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not
later than 12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives such notice; provided that if such LC Disbursement is denominated in Dollars and is not less than $1,000,000, the Borrower
may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with an ABR Revolving Borrowing 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 Borrowing. If the Borrower fails to make such payment when due, in the case of each LC Disbursement, the Administrative Agent shall notify each Revolving
Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Revolving Commitment Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay
to the Administrative Agent its Revolving Commitment Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.04 with respect to Loans made by such Revolving Lender (and Section 2.04 shall apply,
mutatis mutandis, to such payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the
Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to
reimburse the Issuing Bank, then to such Revolving Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the
funding of ABR Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement. 

(f) Obligations Absolute. The Borrower’s obligation to reimburse LC 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 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 

  
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a right of setoff against, the Borrower’s obligations hereunder; provided that, subject to the penultimate sentence of this paragraph (f), reimbursement obligations of the Borrower
with respect to a Letter of Credit may be subject to avoidance by 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 or any Restricted Subsidiary that are caused by the 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. Neither the Administrative Agent, the Revolving Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit
or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other
communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank;
provided that the foregoing shall not be construed to excuse the 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 caused by the 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 Issuing Bank (as finally determined by a court of competent jurisdiction), the 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 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 Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative
Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any delay in giving such notice shall not relieve the
Borrower of its obligation to reimburse the Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement. 
 (h)
Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date of such LC Disbursement, the unpaid amount thereof shall bear interest, for each day from
and including the date such LC Disbursement is required to be reimbursed to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum set forth in Section 2.10(c)(ii). Interest accrued pursuant to this
paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account of
such Revolving Lender to the extent of such payment. 
 (i) Replacement of the Issuing Bank. The 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 Revolving Lenders of any such replacement of the 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 2.09(b). From and after the effective date of any such replacement, (i) the
successor Issuing Bank shall have all the rights and obligations of the 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 include such successor and any previous Issuing Bank, or such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and
shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit. 

  
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 (j) Additional Issuing Banks. From time to time, the Borrower may by notice to the
Administrative Agent designate any Lender (in addition to the initial Issuing Bank) which agrees (in its sole discretion) to act in such capacity and 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. 

(k) Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice
from the Administrative Agent or the Required Revolving Lenders demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and
for the benefit of the Revolving Lenders, an amount in Dollars equal to 102% of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective
immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Article VII.
Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement with respect to the Revolving Facility. The Administrative 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 the Administrative Agent
and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse
the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of
the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement with respect to the
Revolving Facility. 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. 
 (l) Applicability of ISP; Limitation of Liability.
Unless otherwise expressly agreed by the Issuing Bank and the Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each standby Letter of Credit. Notwithstanding the foregoing, the Issuing Bank shall not be responsible to
the Borrower for, and the Issuing Bank’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of the Issuing Bank required or permitted under any law, order, or practice that is required or permitted to be
applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the Issuing Bank or the beneficiary is located, the practice stated in the ISP, or in the decisions, opinions, practice statements, or official
commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade—International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of
Credit chooses such law or practice. 
 (m) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and
the terms of any Letter of Credit or related document, the terms hereof shall control. 
 Section 2.18 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) Fees shall cease to accrue on the Available Revolving Commitment of such Defaulting Lender pursuant to
Section 2.09(a). 
 (b) The Commitments, Loans and Outstanding Revolving Credit of such Defaulting Lender shall not be
included in determining whether the Required Lenders or Required Revolving Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.02 or Section 9.03);
provided that this Section 2.18(b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification effecting (i) an increase or extension of such Defaulting Lender’s Revolving
Commitment or (ii) the reduction or excuse of principal amount of, or interest or fees payable on, such Defaulting Lender’s Loans or the postponement of the scheduled date of payment of such principal amount, interest or fees to such
Defaulting Lender. 

  
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 (c) If any Letters of Credit or Swing Line Loans exist at the time such
Lender becomes a Defaulting Lender then: 
 (i) Such Defaulting Lender’s LC Exposure and Swing Line Exposure shall be
reallocated among the Non-Defaulting Revolving Lenders in accordance with their respective Revolving Commitment Percentages (but excluding the Revolving Commitments of all the Defaulting Lenders from both the numerator and the denominator) but only
to the extent (w) the sum of all the Outstanding Revolving Credits owed to all Non-Defaulting Lenders does not exceed the total of all Non-Defaulting Lenders’ Available Revolving Commitments, (x) such reallocation does not cause the
aggregate Outstanding Revolving Credits of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment, (y) the representations and warranties of each Loan Party set forth in the Loan Documents to which it
is a party are true and correct at such time, except to the extent that any such representation and warranty relates to an earlier date (in which case such representation and warranty shall be true and correct as of such earlier date), and
(z) no Default shall have occurred and be continuing at such time; 
 (ii) If the reallocation described in clause
(i) above cannot, or can only partially, be effected, the Borrower shall, within two Business Days following notice by the Administrative Agent, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting
Exposure and (y) second, cash collateralize for the benefit of the Issuing Bank such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) for so long as any Letters of Credit
are outstanding; 
 (iii) If the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure
pursuant clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s
LC Exposure is cash collateralized by the Borrower; 
 (iv) If LC Exposures of the Non-Defaulting Lenders are reallocated
pursuant to clause (i) above, then the fees payable to the Revolving Lenders pursuant to Section 2.09(a) and Section 2.09(b) shall be adjusted to reflect such Non-Defaulting Lenders’ LC Exposure as reallocated; and 

(v) If any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to clauses (i) or
(ii) above, then, without prejudice to any rights or remedies of the Issuing Bank or any Revolving Lender hereunder, all letter of credit fees payable under Section 2.09(b) with respect to such Defaulting Lender’s LC Exposure shall be
payable to the Issuing Bank until such LC Exposure is cash collateralized and/or reallocated. 
 (d) So long as such
Defaulting Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related LC Exposure will be 100% covered by the Available Revolving Commitments of the
Non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.18(c)(ii), and the participating interests in any such newly issued or increased Letter of Credit shall be allocated among
Non-Defaulting Lenders in a manner consistent with Section 2.18(c)(i) (and such Defaulting Lender shall not participate therein). 
 The rights and
remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have
against such Defaulting Lender with respect to any funding default. In the event that the Administrative Agent, the Borrower, the Swing Line Lender and the Issuing Banks each agrees that a Defaulting Lender has adequately remedied all matters that
caused such Lender to be a Defaulting Lender, 

  
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then the Total Revolving Exposure shall be readjusted to reflect the inclusion of such Lender’s Available Revolving Commitment and on such date such Lender shall purchase at par such of the
Revolving Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause such outstanding Revolving Loans and funded and unfunded participations in Letters of Credit to be held on a pro
rata basis by the Revolving Lenders (including such Lender) in accordance with their applicable percentages, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender
and any applicable cash collateral shall be promptly returned to the Borrower and any LC Exposure of such Lender reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be
made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; provided that, except to the extent otherwise expressly agreed by the affected parties, no change
hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender. 

Section 2.19 Extensions of Commitments 

(a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers made from time to time by the Borrower to all
Lenders of any Class of Term Loans and/or Revolving Commitments on a pro rata basis (based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding Term Loans of such Class and, in the case of
an offer to the Lenders under any Revolving Facility, on the aggregate outstanding Revolving Commitments under such Revolving Facility, as applicable), and on the same terms to each such Lender (“Pro Rata Extension Offers”), the
Borrower is hereby permitted to consummate transactions with individual Lenders, each acting in its sole and individual discretion, that agree to such transactions from time to time to extend the maturity date of such Lender’s Loans and/or
Commitments of such Class and to otherwise modify the terms of such Lender’s Loans and/or Commitments of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including, without limitation, increasing the interest rate or
fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such Lender’s Loans). For the avoidance of doubt, the reference to “on the same terms” in the preceding
sentence shall mean, (i) in the case of an offer to the Lenders under any Class of Term Loans, that all of the Term Loans of such Class are offered to be extended for the same amount of time and that the interest rate changes and fees payable
with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Commitments of such Facility are offered to be extended for the same amount of time and that the
interest rate changes and fees payable with respect to such extension are the same. Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established
under this Agreement by implementing a Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Extended Revolving Commitment for such Lender if such Lender
is extending an existing Revolving Commitment (such extended Revolving Commitment, an “Extended Revolving Commitment,” and any Revolving Loan made pursuant to such Extended Revolving Commitment, an “Extended Revolving
Loan”). Each Pro Rata Extension Offer shall specify the date on which the Borrower proposes that the Extended Term Loan shall be made or the proposed Extended Revolving Commitment shall become effective, which shall be a date not earlier
than five (5) Business Days after the date on which the Pro Rata Extension Offer is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion). 

(b) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an
“Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Commitments of such Extending Lender. Each Extension Amendment
shall specify the terms of the applicable Extended Term Loans and/or Extended Revolving Commitments; provided, that (i) except as to interest rates, fees and any other pricing terms, and amortization, final maturity date and
participation in prepayments and commitment reductions (which shall be determined by the Borrower and set forth in the Pro Rata Extension Offer), the Extended Term Loans shall, subject to clauses (ii) and (iii) of this proviso, have
(x) the same terms as the existing Class of Term Loans from which they are extended or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Extended Term Loans shall
be no earlier than the Latest Maturity Date in effect on the date of incurrence, (iii) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity


  
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of the Class of Term Loans to which such offer relates, (iv) except as to interest rates, fees, any other pricing terms and final maturity (which shall be determined by the Borrower and set
forth in the Pro Rata Extension Offer), any Extended Revolving Commitment shall have (x) the same terms as the existing Class of Revolving Commitments from which they are extended or (y) have such other terms as shall be reasonably
satisfactory to the Administrative Agent and, in respect of any other terms that would affect the rights or duties of any Issuing Bank, such terms as shall be reasonably satisfactory to such Issuing Bank, (v) any Extended Term Loans may
participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) than the Term Loans in any mandatory prepayment thereunder and (vi) such Extended Term Loans shall
not have at any time (x) any financial maintenance covenants of a different type than the Financial Covenants, or any financial maintenance covenants that are more restrictive than the Financial Covenants or (y) negative covenants and/or
default provisions that, taken as a whole, are materially more restrictive than those applicable to the Revolving Facility as determined in good faith by the Borrower unless, in each case of clauses (x) and (y) such terms (I) (if
favorable to all then existing Lenders) are in consultation with the Administrative Agent, incorporated into this Agreement for the benefit of all then existing Lenders (without further amendment requirements) for so long as any such Extended Term
Loans are outstanding or (II) become applicable only after the Revolving Facility shall have matured or been terminated. Upon the effectiveness of any Extension Amendment, this Agreement shall be amended to the extent (but only to the extent)
necessary to reflect the existence and terms of the Extended Term Loans and/or Extended Revolving Commitments evidenced thereby as provided for in Section 9.02(c). Any such deemed amendment may be memorialized in writing by the Administrative
Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. If provided in any Extension Amendment with respect to any Extended Revolving Commitments, and with the consent of each Issuing Bank,
participations in Letters of Credit shall be reallocated to lenders holding such Extended Revolving Commitments in the manner specified in such Extension Amendment, including upon effectiveness of such Extended Revolving Commitment or upon or prior
to the maturity date for any Class of Revolving Commitments. 
 (c) Upon the effectiveness of any such Extension, the applicable Extending
Lender’s Term Loan will be automatically designated an Extended Term Loan and/or such Extending Lender’s Revolving Commitment will be automatically designated an Extended Revolving Commitment. For purposes of this Agreement and the other
Loan Documents, (i) if such Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have a Term Loan having the terms of such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving
Commitment, such Extending Lender will be deemed to have a Revolving Commitment having the terms of such Extended Revolving Commitment. 

(d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this
Section 2.19), (i) the aggregate amount of Extended Term Loans and Extended Revolving Commitments will not be included in the calculation of clause (a) of the definition of Incremental Amount, (ii) no Extended Term Loan or
Extended Revolving Commitment is required to be in any minimum amount or any minimum increment, (iii) any Extending Lender may extend all or any portion of its Term Loans and/or Revolving Commitment pursuant to one or more Pro Rata Extension
Offers (subject to applicable proration in the case of over participation) (including the extension of any Extended Term Loan and/or Extended Revolving Commitment), (iv) there shall be no condition to any Extension of any Loan or Commitment at
any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Term Loan or Extended Revolving Commitment implemented thereby, (v) all Extended Term Loans, Extended Revolving
Commitments and all obligations in respect thereof shall be Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that rank equally and ratably in right of security with all other Obligations of the Class being
extended, (iv) no Issuing Bank shall be obligated to issue Letters of Credit under such Extended Revolving Commitments unless it shall have consented thereto and (vii) there shall be no borrower (other than the Borrower) and no guarantors
(other than the Guarantors) in respect of any such Extended Term Loans or Extended Revolving Commitments. 
 (e) Each Extension shall be
consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrower shall cooperate with the Administrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures
with respect to mechanical provisions relating to such Extension, including, without limitation, timing, rounding and other adjustments. 

  
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 Section 2.20 Refinancing Amendments. 

(a) Notwithstanding anything to the contrary in this Agreement, the Borrower may by written notice to the Administrative Agent establish one or
more additional tranches of term loans under this Agreement (such loans, “Refinancing Term Loans”), all proceeds of which are used to refinance in whole or in part any Class of Term Loans pursuant to Section 2.08(c). Each such
notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than five (5) Business Days after the date on
which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its sole discretion); provided, that: 

(i) before and after giving effect to the Borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of
the conditions set forth in Section 4.02 shall be satisfied; 
 (ii) the final maturity date of the Refinancing Term
Loans shall be no earlier than the maturity date of the refinanced Term Loans; 
 (iii) the Weighted Average Life to Maturity
of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans; 

(iv) the aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the
refinanced Term Loans plus amounts used to pay fees, expenses, commissions, underwriting discounts and premiums and accrued interest associated therewith; 

(v) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount,
upfront fees, interest rates and any other pricing terms (optional prepayment or mandatory prepayment or redemption terms shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) taken as a whole shall (as
determined by the Borrower in good faith) be substantially similar to, or no more restrictive to the Borrower and its Restricted Subsidiaries than, the terms, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such
covenants and other terms apply solely to any period after the Latest Maturity Date or are otherwise reasonably acceptable to the Administrative Agent); 

(vi) there shall be no borrower (other than the Borrower) and no guarantors (other than the Guarantors) in respect of such
Refinancing Term Loans; 
 (vii) Refinancing Term Loans shall not be secured by any asset of the Borrower and its
subsidiaries other than the Collateral; 
 (viii) Refinancing Term Loans may participate on a pro rata basis or
on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments (other than as provided otherwise in the case of such prepayments pursuant to Section 2.08(c)) hereunder, as
specified in the applicable Refinancing Amendment; and 
 (ix) Refinancing Term Loans shall not at any time have (x) any
financial maintenance covenants of a different type than the Financial Covenants, or any financial maintenance covenants that are more restrictive than the Financial Covenants or (y) negative covenants and/or default provisions that, taken as a
whole, are materially more restrictive than those applicable to the Revolving Facility as determined in good faith by the Borrower unless, in each of clauses (x) and (y) such terms (I) (if favorable to all then existing Lenders) are,
in consultation with the Administrative Agent, incorporated into this Agreement for the benefit of all then existing Lenders (without further amendment requirements) for so long as any such Refinancing Term Loans are outstanding or (II) become
applicable only after the Revolving Facility shall have matured or been terminated. 

  
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 (b) The Borrower may approach any Lender or any other person that would be a permitted
assignee pursuant to Section 9.05 to provide all or a portion of the Refinancing Term Loans; provided, that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole
discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes of this Agreement; provided, further, that any
Refinancing Term Loans may, to the extent provided in the applicable Refinancing Amendment governing such Refinancing Term Loans, be designated as an increase in any previously established Class of Term Loans made to the Borrower. 

(c) Notwithstanding anything to the contrary in this Agreement, the Borrower may by written notice to the Administrative Agent establish one or
more additional Facilities (“Replacement Revolving Facilities”) providing for revolving commitments (“Replacement Revolving Facility Commitments” and the revolving loans thereunder, “Replacement Revolving
Loans”), which replace in whole or in part any Class of Revolving Commitments under this Agreement. Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower
proposes that the Replacement Revolving Facility Commitments shall become effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period
agreed to by the Administrative Agent in its reasonable discretion); provided, that: 
 (i) before and after giving
effect to the establishment of such Replacement Revolving Facility Commitments on the Replacement Revolving Facility Effective Date, each of the conditions set forth in Section 4.02 shall be satisfied; 

(ii) after giving effect to the establishment of any Replacement Revolving Facility Commitments and any concurrent reduction in
the aggregate amount of any other Revolving Commitments, the aggregate amount of Revolving Commitments shall not exceed the aggregate amount of the Revolving Commitments outstanding immediately prior to the applicable Replacement Revolving Facility
Effective Date; 
 (iii) no Replacement Revolving Facility Commitments shall have a final maturity date (or require
commitment reductions or amortizations) prior to the Revolving Termination Date for the Revolving Commitments being replaced; 

(iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees,
interest rates and other pricing terms and prepayment and commitment reduction and optional redemption terms which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Facility Commitments and (y) the
amount of any letter of credit sublimit under such Replacement Revolving Facility, which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Facility Commitments, the Administrative Agent and the replacement
issuing bank, if any, under such Replacement Revolving Facility Commitments) taken as a whole shall (as determined by the Borrower in good faith) be substantially similar to, or no more restrictive to the Borrower and its Restricted Subsidiaries
than, those, taken as a whole, applicable to the Revolving Commitments so replaced (except to the extent such covenants and other terms apply solely to any period after the Revolving Termination Date or are otherwise reasonably acceptable to the
Administrative Agent); 
 (v) there shall be no borrower (other than the Borrower) and no guarantors (other than the
Guarantors) in respect of such Replacement Revolving Facility; and 
 (vi) Replacement Revolving Facility Commitments and
extensions of credit thereunder shall not be secured by any asset of the Borrower and its subsidiaries other than the Collateral. 
 Solely to the extent
that an Issuing Bank is not a replacement issuing bank, as the case may be, under a Replacement Revolving Facility, it is understood and agreed that such Issuing Bank shall not be required to issue any letters of credit under such Replacement
Revolving Facility and, to the extent it is necessary for such Issuing Bank to withdraw as an Issuing Bank, as the case may be, at the time of the establishment of such Replacement Revolving Facility, such withdrawal shall be on terms and conditions
reasonably satisfactory to such Issuing Bank, as the case may be, in its sole discretion. The Borrower agrees to reimburse each Issuing Bank, as the case may be, in full upon demand, for any reasonable and documented out-of-pocket cost or expense
attributable to such withdrawal. 

  
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 (d) The Borrower may approach any Lender or any other person that would be a permitted
assignee of a Revolving Commitment pursuant to Section 9.05 to provide all or a portion of the Replacement Revolving Facility Commitments; provided, that any Lender offered or approached to provide all or a portion of the Replacement
Revolving Facility Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Facility Commitment. Any Replacement Revolving Facility Commitment made on any Replacement Revolving Facility Effective Date shall be
designated an additional Class of Revolving Commitments for all purposes of this Agreement; provided, that any Replacement Revolving Facility Commitments may, to the extent provided in the applicable Refinancing Amendment, be designated as an
increase in any previously established Class of Revolving Commitments. 
 (e) The Borrower and each Lender providing the applicable
Refinancing Term Loans shall execute and deliver to the Administrative Agent an amendment to this Agreement (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence
such Refinancing Term Loans and/or Replacement Revolving Facility Commitments. For purposes of this Agreement and the other Loan Documents, (A) if a Lender is providing a Refinancing Term Loan, such Lender will be deemed to have a Term Loan
having the terms of such Refinancing Term Loan and (B) if a Lender is providing a Replacement Revolving Facility Commitment, such Lender will be deemed to have a Revolving Commitment having the terms of such Replacement Revolving Facility
Commitment. Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.20), (i) the aggregate amount of Refinancing Term Loans and Replacement Revolving
Facility Commitments will not be included in the calculation of clause (a) of the definition of Incremental Amount, (ii) no Refinancing Term Loan or Replacement Revolving Facility Commitment is required to be in any minimum amount or any
minimum increment, (iii) there shall be no condition to any incurrence of any Refinancing Term Loan or Replacement Revolving Facility Commitment at any time or from time to time other than those set forth in clause (a) or (c) above,
as applicable and (iv) all Refinancing Term Loans, Replacement Revolving Facility Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that rank equally and ratably in right
of security with the Term Loans and other Obligations. 
 (f) Each party hereto hereby agrees that, upon the Refinancing Effective Date of
any Refinancing Term Loans or Replacement Revolving Facility Commitments, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Refinancing Term Loans or Replacement Revolving
Facility Commitments evidenced thereby as provided for in Section 9.02. Any amendment to this Agreement or any other Loan Document that is necessary to effect the provisions of this Section 2.20 (including, without limitation, to provide
for the establishment of Incremental Term Loans) and any such collateral and other documentation shall be deemed “Loan Documents” hereunder and may be memorialized in writing between the Administrative Agent and the Borrower and furnished
to the other parties hereto. 
 (g) No term loan established and outstanding under this Agreement pursuant to (i) any of Sections 2.02,
2.19 or 2.20 or (ii) an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders shall at any time have (x) any
financial maintenance covenants of a different type than the Financial Covenants, or any financial maintenance covenants that are more restrictive than the Financial Covenants or (y) have negative covenants and/or default provisions that, taken
as a whole, are materially more restrictive than those applicable to the Revolving Facility as determined in good faith by the Borrower unless, in each case of clauses (x) and (y) such terms (I) (if favorable to all then existing
Lenders) are in consultation with the Administrative Agent, incorporated into this Agreement for the benefit of all then existing Lenders (without further amendment requirements) for so long as any such term loans are outstanding or (II) become
applicable only after the Revolving Facility shall have matured or been terminated. This Section 2.20(g) shall not be waived, amended, amended and restated or modified except pursuant to an agreement or agreements in writing entered into by the
Borrower and the Required Revolving Lenders or by the Borrower and the Administrative Agent with the consent of the Required Revolving Lenders. 

  
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 Section 2.21 Loan Repurchases. 

(a) Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, conduct modified
Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “Purchase Offer”), each such Purchase Offer to be managed by a financial institution chosen by the Borrower and
reasonably acceptable to the Administrative Agent (in such capacity, the “Auction Manager” (it being understood that the Administrative Agent shall be under no obligation to act as Auction Manager)), so long as the following
conditions are satisfied: 
 (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and
conditions set forth in this Section 2.21 and the Auction Procedures; 
 (ii) no Default or Event of Default shall have
occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; 

(iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower
offers to purchase in any such Purchase Offer shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); 

(iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or
Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold), and in no event shall the Borrower be entitled to any vote hereunder in
connection with such Term Loans; 
 (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one
time; 
 (vi) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such
Class on a pro rata basis; 
 (vii) no Revolving Loan or Swing Line Loan shall be outstanding at the time of
such Purchase Offer; 
 (viii) no more than 50% of the Term B Loans outstanding on the Closing Date shall be purchased
pursuant to Purchase Offers or assignments pursuant to Section 9.05(e); and 
 (ix) the Borrower is in pro forma
Compliance with the Financial Covenants. 
 (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the
conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set
forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above
which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Lender for any termination of such Purchase Offer as a result of its failure to satisfy
one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default
hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.21, the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to
the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase. 

(c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in
accordance with the terms of this Section 2.21; provided, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is
understood and agreed that the provisions of Sections 2.13, 2.15 and 9.05 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in 

  
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accordance with the provisions of this Section 2.21. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and
Section 9.04 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager
in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer. 
 Section 2.22 Swing Line
Loans. 
 (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the
agreements of the other Lenders set forth in this Section 2.22, agrees to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period in an
aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Commitment Percentage of the Outstanding Revolving Credit of the
Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Outstanding Revolving Credit shall not exceed the
Total Revolving Commitments at such time, and (ii) the Outstanding Revolving Credit of any Revolving Lender shall not exceed such Lender’s Revolving Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to
refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it
has, or by such credit extension may have, Fronting Exposure. Within the foregoing limits and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.22, prepay under Section 2.08, and reborrow under
this Section 2.22. Each Swing Line Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Revolving Commitment Percentage times the amount of such Swing Line Loan. 

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender
and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent
of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a
minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by
telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line
Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not
to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.22(a), or (B) that one or more of the applicable conditions specified in Article IV is not then
satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower at its
office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds. 
 (c) Refinancing
of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each
Revolving Credit Lender make an ABR Loan in an amount equal to such Lender’s Revolving Commitment Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be
a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.03, without regard to the minimum and multiples specified therein for the principal amount of ABR Loans, but subject to the unutilized
portion of the Revolving Facility and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the


  
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Administrative Agent. Each Revolving Lender shall make an amount equal to its Revolving Commitment Percentage of the amount specified in such Committed Loan Notice available to the Administrative
Agent in immediately available funds (and the Administrative Agent may apply cash collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office not later than
1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.22(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a ABR Loan to the Borrower in such amount. The
Administrative Agent shall remit the funds so received to the Swing Line Lender. 
 (ii) If for any reason any Swing Line Loan cannot be
refinanced by such a Revolving Borrowing in accordance with Section 2.22(c)(i), the request for ABR Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the
Revolving Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.22(c)(i) shall be deemed
payment in respect of such participation. 
 (iii) If any Revolving Lender fails to make available to the Administrative Agent for the
account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.22(c) by the time specified in Section 2.22(c)(i), the Swing Line Lender shall be entitled
to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line
Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees
customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant
Revolving Loan Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this
clause (iii) shall be conclusive absent manifest error. 
 (iv) Each Revolving Lender’s obligation to make Revolving Loans or to
purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.22(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment,
defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition,
whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.22(c) is subject to the conditions set forth in
Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein. 

(d) Repayment of Participations. (i) At any time after any Revolving Lender has purchased and funded a risk participation in a
Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Lender its Revolving Commitment Percentage thereof in the same funds as those received by the
Swing Line Lender. 
 (ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is
required to be returned by the Swing Line Lender under any of the circumstances described in Section 9.09 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Lender shall pay to
the Swing Line Lender its Revolving Commitment Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds
Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. 

  
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 (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be
responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Revolving Lender funds its ABR Loan or risk participation pursuant to this Section 2.22 to refinance such Revolving Lender’s Revolving
Commitment Percentage of any Swing Line Loan, interest in respect of such Revolving Commitment Percentage shall be solely for the account of the Swing Line Lender. 

(f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line
Loans directly to the Swing Line Lender. 
 ARTICLE III 

Representations and Warranties 

The Borrower represents and warrants to the Lenders that: 

Section 3.01 Organization; Powers. Each of the Borrower and its Material Subsidiaries is duly organized, validly existing and, if
applicable, in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and is qualified to do business in, and is in good standing in, every jurisdiction
where such qualification is required, except, in each case, where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. 

Section 3.02 Authorization; Enforceability. The Transactions (including the performance of the Loan Documents) are within the corporate
or other organizational powers of the Loan Parties and have been duly authorized by all necessary corporate or other organizational action. This Agreement has been and each other Loan Document will be duly executed and delivered by each Loan Party
party thereto. This Agreement constitutes, and each other Loan Document when executed and delivered will constitute a legal, valid and binding obligation of each Loan Party party thereto, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights or remedies generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

 Section 3.03 Governmental Approvals; No Conflicts. The Transactions (including the performance of the Loan Documents) (a) do
not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect or those which the failure to obtain would
not be reasonably expected to result in a Material Adverse Effect and (ii) the filings referred to in Section 3.12, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the
Borrower or any other Loan Party or any order of any Governmental Authority except where any such violation would not reasonably expected to result in a Material Adverse Effect, (c) will not violate or result in a default under any indenture,
agreement or other instrument (including the Separation Agreements) binding upon the Borrower or any other Loan Party or its assets except as would not reasonably expected to result in a Material Adverse Effect, and (d) will not result in the
creation or imposition of any Lien on any asset of the Borrower or any of its Material Subsidiaries (other than any Permitted Lien). 

Section 3.04 Financial Position. The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of
income, stockholders’ equity and cash flows as of and for (a) the fiscal years ended December 31, 2015 and 2014 reported on by Deloitte & Touche LLP, independent public accountants and (b) the six months ended
June 30, 2016. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries as of such dates and for such periods in
accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (b) above. 

Section 3.05 Properties; Flood Documentation. 

(a) Each of the Borrower and its Material Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property
material to its business, except for minor defects in title and Permitted Liens that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes or as, individually or in
the aggregate, would not reasonably be expected to result in a Material Adverse Effect. 

  
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 (b) Each of the Borrower and its Material Subsidiaries owns, or is validity licensed to use,
all Intellectual Property used or held for use by such entities or necessary to operate their respective business as currently conducted and contemplated to be conducted, and the operation of their respective businesses by the Borrower and its
Material Subsidiaries does not infringe upon or otherwise violate the rights of any other Person, except for any such Intellectual Property or infringements or violations that, individually or in the aggregate, would not reasonably be expected to
result in a Material Adverse Effect. 
 (c) As to all improved Material Real Property located in the United States which is subject to a
Mortgage, (i) the Administrative Agent has received the Flood Documentation with respect to such Material Real Property on or prior to the granting of such Mortgage thereon, and (ii) all flood hazard insurance policies required pursuant to
Section 5.05 with respect to any such Material Real Property have been obtained and remain in full force and effect to the extent required by such Section. 

Section 3.06 Litigation and Environmental Matters. 

(a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of
the Borrower, threatened in writing against or affecting the Borrower or any of its Restricted Subsidiaries (i) that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the
Disclosed Matters) or (ii) on the Closing Date, that involve this Agreement or the Transactions. 
 (b) Except for the Disclosed Matters
and except with respect to any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Restricted Subsidiaries (i) has failed to comply
with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any
claim with respect to any Environmental Liability or (iv) knows of any basis reasonably likely to result in Environmental Liability. 

Section 3.07 Compliance with Laws and Agreements. Each of the Borrower and its Material Subsidiaries is in compliance with all laws,
regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon 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. 
 Section 3.08 Investment Company Status. No Loan Party is an
“investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of
the Regulations of the Board, including Regulations T, U and X. 
 Section 3.09 Taxes. Each of the Borrower and its Material
Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by
appropriate proceedings and for which the Borrower or such Material Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so would not reasonably be expected
to, individually or in the aggregate, result in a Material Adverse Effect. 
 Section 3.10 ERISA. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair
market value of the assets of such Plan by an amount which, if it were to become due, would cause a Material Adverse Effect. The Borrower is not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as
modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments. 

  
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 Section 3.11 Disclosure. To the best of the Borrower’s knowledge, neither the
Lender Presentations, the CIM, nor any of the other reports, financial statements, certificates or other written information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation of
this Agreement or delivered hereunder (as modified or supplemented by other information so furnished), taken as a whole, contained any material misstatement of fact or omitted to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading as of the date furnished; provided that with respect to projected financial information, the Borrower represents only that such information was prepared in good faith
based upon assumptions believed to be reasonable at the time. 
 Section 3.12 Liens; Security Interests in the Collateral. 

(a) The Security Agreement will (to the extent required thereby) create in favor of the Administrative Agent, for the benefit of the Secured
Parties, a security interest in the Collateral described therein (subject to any limitations specified therein). In the case of the certificated pledged stock constituting securities described in Section 5.09(a) as of the Closing Date, when
stock certificates representing such pledged stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Security Agreement as
of the Closing Date, when financing statements specified on Schedule 3.12 in appropriate form are filed in the offices specified on Schedule 3.12, the Administrative Agent shall have a perfected Lien on, and security interest in, all right, title
and interest of the Loan Parties in such Collateral (subject to any limitations specified therein) to the extent perfection of such security interest can be perfected by control of securities or the filing of a financing statement, as security for
the Obligations, in each case prior and superior in right to any other Person (except Permitted Liens). 
 (b) When the Security Agreement or
an ancillary document thereunder is properly filed and recorded 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 proper filing of the financing statements referred to in clause (a) above, the Administrative 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 United States Intellectual Property included in the Collateral listed in such ancillary document (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 material registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). 

(c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date
pursuant to Section 5.09 shall be, effective to create in favor of the Administrative Agent (for the benefit of the Secured Parties) or, if so contemplated by the respective Mortgage, the Administrative Agent and the other Secured Parties,
legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are validly filed, registered or recorded in the proper
real estate filing, registration or recording offices and any other required registrations have been validly completed by or on behalf of the Administrative Agent, and all relevant mortgage Taxes and recording and registration charges are duly paid,
the Administrative Agent (for the benefit of the Secured Parties) shall have valid Liens with record or registered notice to third parties on, and security interests in, all rights, titles and interests 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. 
 Section 3.13 No
Change. Since December 31, 2015, there has been no event that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 

Section 3.14 Subsidiaries. Set forth on Schedule 3.14 is a list of all Subsidiary Guarantors on the Closing Date, together with the
jurisdiction of organization, and ownership and ownership percentages of Equity Interests held by each such Subsidiary Guarantor in each direct subsidiary of such Subsidiary Guarantor as of the Closing Date. 

Section 3.15 Solvency. Immediately after the consummation of the Transactions to occur on the Closing Date, including the making of
each Loan to be made on the Closing Date and the application of the proceeds of such Loans, and after giving effect to the rights of subrogation and contribution under the Guarantee Agreement, 

  
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(a) the fair value of the assets of the Borrower and its subsidiaries on a consolidated basis will exceed their debts and liabilities, subordinated, contingent or otherwise, (b) the present
fair saleable value of the assets of the Borrower and its subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability on their debts and other liabilities, subordinated, contingent or
otherwise, as such debts and other liabilities become absolute and matured, (c) the Borrower and its subsidiaries on a consolidated basis will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts
become due and liabilities become absolute and matured and (d) the Borrower and its subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the business in which they are engaged, as such business is
now conducted and is proposed to be conducted following the Closing Date. 
 Section 3.16 No Default. No Default or Event of Default
has occurred and is continuing. 
 Section 3.17 OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the
Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any Person that is (i) the target of any Sanctions, (ii) included
on OFAC’s List of Specially Designated nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority or (iii) located, organized
or resident in a Designated Jurisdiction. 
 Section 3.18 Anti-Corruption Laws. The Borrower and its Subsidiaries have conducted
their businesses in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions and have instituted and maintained
policies and procedures designed to promote and achieve compliance with such laws. 
 Section 3.19 EEA Financial Institutions. No
Loan Party is an EEA Financial Institution. 
 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, to the knowledge of Borrower and its subsidiaries, threatened against Borrower or any of the subsidiaries; (b) the hours
worked and payments made to employees of 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 Borrower or any of the
subsidiaries or for which any claim may be made against 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 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 of
renegotiation on the part of any union under any material collective bargaining agreement to which Borrower or any of the Subsidiaries (or any predecessor) is a party or by which Borrower or any of the subsidiaries (or any predecessor) is bound.

 Section 3.21 Use of Proceeds. The Borrower will use the proceeds of the (i) Revolving Loans and (ii) Term B Loans to
finance the Transactions, to pay fees and expenses in connection therewith, and for working capital and other general corporate purposes, including the financing of Investments permitted under this Agreement; provided that Borrowings of
Revolving Loans up to an aggregate principal amount of $50,000,000 shall be available to be drawn on the Closing Date and such Revolving Loans drawn on the Closing Date shall be used only for working capital purposes and to finance fees and expenses
in connection with the Transactions. 
 Section 3.22 Insurance. Schedule 3.22 sets forth a true, complete and correct
description, in all material respects, of all material insurance maintained by or on behalf of Borrower or the Subsidiaries as of the Closing Date. As of such date, such insurance is in full force and effect. 

Section 3.23 USA PATRIOT Act. Borrower and each of its subsidiaries is in compliance with the applicable provisions of the USA PATRIOT
Act in all material respects. 
 Section 3.24 Beneficial Ownership Certificate. As of the Amendment No. 2 Effective Date, the
information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects. 

  
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 ARTICLE IV 

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

(a) The Administrative Agent (or its counsel) shall have received (including by telecopy or email transmission) from each Loan
Party party to the relevant Loan Document, a counterpart of such Loan Document signed on behalf of such Loan Party. 
 (b)
The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders as of the Closing Date and dated the Closing Date) of (i) Sullivan & Cromwell LLP, counsel for the Borrower
and certain of the Loan Parties and (ii) local counsel in each jurisdiction in which a Loan Party is organized and the laws of which are not covered by the opinion referred to in (i) above, in each case in form and substance reasonably
satisfactory to the Administrative Agent. 
 (c) The Administrative Agent shall have received such documents and certificates
as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Loan Parties, the authorization of the Transactions and any other legal matters relating to the Loan Parties, this
Agreement or the Transactions, including a certificate of each Loan Party substantially in the form of Exhibit E, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. 

(d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the Chief Executive
Officer, a Vice President, a Financial Officer of the Borrower or any other executive officer of the Borrower who has specific knowledge of the Borrower’s financial matters and is satisfactory to the Administrative Agent, confirming that
(a) the representations and warranties of each Loan Party set forth in the Loan Documents are true and correct as of the Closing Date and (b) as of the Closing Date, no Default has occurred and is continuing. 

(e) There shall have been delivered to the Administrative Agent an executed Perfection Certificate. 

(f) The Administrative Agent shall have received a solvency certificate in the form of Exhibit I, dated the Closing Date and
signed by the Financial Officer of the Borrower. 
 (g) The Administrative Agent, the Lead Arrangers and the Lenders shall
have received all reasonable accrued fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all
out-of-pocket expenses (including fees of legal counsel to the Administrative Agent, the Lead Arrangers and the Lenders) required to be reimbursed or paid by the
Borrower hereunder. 
 (h) Since December 31, 2015, there shall have been no event that has had or would reasonably be
expected to have a Material Adverse Effect. 
 (i) The Administrative Agent shall have received the results of a recent Lien
search with respect to each Loan Party, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Closing Date pursuant to documentation
satisfactory to the Administrative Agent. 

  
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 (j) Other than as set forth in Section 5.12, the Administrative Agent
shall have received the certificates representing the certificated Equity Interests pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the
pledgor thereof and all Indebtedness owing to any Loan Party, other than Excluded Property, shall have been pledged or assigned for security purposes pursuant to the Security Documents and the Administrative Agent shall have received instruments
evidencing such Indebtedness, endorsed in blank. 
 (k) Each Uniform Commercial Code financing statement or other filing
required by the Security Agreement shall be in proper form for filing. 
 (l) Each Loan Party shall have provided the
documentation and other information requested by the Lenders that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including without limitation, the Act, in each
case as requested at least five (5) Business Days prior to the Closing Date. 
 (m) The Administrative Agent shall have
received an executed promissory note payable to the order of each Lender that requested such promissory note at least one Business Day prior to the Closing Date (or, if requested by such Lender, to such Lender and its registered assigns) and in a
form approved by the Administrative Agent. 
 (n) The Borrower shall have paid as of the Closing Date immediately after
giving effect thereto to the Administrative Agent for the account of each of the Lenders, an upfront fee as separately agreed. 

(o) (x) The Administrative Agent shall have received true and complete copies of any SEC Filings and the Separation
Agreements, it being understood that any such documents filed with the SEC shall be deemed to have been delivered to the Administrative Agent and the Lenders and (y) the Administrative Agent shall be reasonably satisfied with the arrangements
to ensure that the Separation shall be consummated on the Closing Date. 
 (p) The Administrative Agent shall have received
copies of the UCC-3s set forth on Schedule 4.01. 
 (q) The Secured Notes shall have been consummated prior to or
substantially concurrently with the effectiveness of this Agreement and the Pari Intercreditor Agreement shall have been executed by the parties thereto. 

The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding. 

Section 4.02 Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than a
continuation or conversion of an existing Borrowing), the obligation of the Issuing Bank to issue any Letter of Credit and any extension of credit pursuant to Section 2.02, 2.19 or 2.20 is subject to the satisfaction of the following
conditions, subject to Section 1.09 with respect to Incremental Term Loans only: 
 (a) The representations and
warranties of each Loan Party set forth in this Agreement shall be true and correct in all material respects (except to the extent that any such representation and warranty is qualified by materiality or Material Adverse Effect, in which case such
representation and warranty shall be true and correct in all respects) on and as of the date of such Borrowing, except to the extent that any such representation and warranty relates to an earlier date (in which case such representation and warranty
shall have been true and correct in all material respects (except to the extent that any such representation and warranty is qualified by materiality or Material Adverse Effect, in which case such representation and warranty shall be true and
correct in all respects) as of such earlier date); provided that in the case of any Incremental Term Facility used to finance an acquisition permitted hereunder, to the extent the Lenders participating in such Incremental Term Facility agree,
this Section 4.02(a) shall require only customary “specified representations” and “acquisition agreement representations” (i.e., those representations of the seller or the target (as applicable) in the applicable acquisition
agreement that are material to the interests of 

  
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the Lenders and only to the extent that the Borrower or its applicable subsidiary has the right to terminate its obligations under the applicable acquisition agreement as a result of the failure
of such representations to be accurate) be true and correct in all material respects (except to the extent that any such representation and warranty is qualified by materiality or Material Adverse Effect, in which case such representation and
warranty shall be true and correct in all respects). 
 (b) At the time of and immediately after giving effect to such
Borrowing, no Default or Event of Default shall have occurred and be continuing. 
 (c) The Administrative Agent, applicable
Issuing Bank or the Swing Line Lender shall have received a Committed Loan Notice in accordance with Section 2.03, a Letter of Credit request in accordance with Section 2.17(b) or a Swing Line Loan Notice in accordance with
Section 2.22(b), as applicable. 
 Each Borrowing shall be deemed to constitute a representation and warranty by the Borrower or other applicable Loan
Party on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section. 
 ARTICLE V 

Affirmative Covenants 

Until the Revolving Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder
shall have been paid in full and all Letters of Credit have expired or been cash collateralized, the Borrower covenants and agrees with the Lenders that: 

Section 5.01 Financial Statements; Other Information. The Borrower will furnish to the Administrative Agent and each Lender: 

(a) within 90 days after the end of each fiscal year of the Borrower (or within such time period as the Borrower is required to
file its Annual Report on Form 10-K for such fiscal year with the SEC, with regard to any extension of time pursuant to Rule 12b-25 under the Exchange Act or any applicable successor rule, in any event not to exceed 15 days), its audited
consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by
Deloitte & Touche LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception (other than with respect to the impending maturity of any indebtedness
under this Agreement) and without any qualification or exception as to the scope of such audit except as to the effectiveness of internal control over financial reporting with respect to any subsidiary acquired during such fiscal year in accordance
with Regulation S-X under the Exchange Act, as interpreted by the implementation guidance of the U.S. Securities Exchange Commission) to the effect that such consolidated financial statements present fairly in all material respects the financial
position and results of operations of the Borrower and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied (except as approved by such accountants and disclosed therein), and a schedule eliminating
Unrestricted Subsidiaries and reconciling to the financial statements in reasonable detail, as determined by the Borrower; 

(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (or within such
time period as the Borrower is required to file its Quarterly Report on Form 10-Q for such fiscal quarter with the SEC, with regard to any extension of time pursuant to Rule 12b-25 under the Exchange Act or any applicable successor rule, in any
event not to exceed five days), commencing with the fiscal quarter ending September 30, 2016, its consolidated balance sheet and related statement of operations as of the end of and for such fiscal quarter and the then elapsed portion of the
fiscal year and the statements of stockholders’ equity and cash flows for the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the
balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial position and results of operations of the Borrower and its consolidated
subsidiaries on a consolidated basis in accordance with GAAP consistently applied (except as approved by such officer and disclosed therein), subject to normal year-end audit adjustments and the absence of footnotes, and a schedule eliminating
Unrestricted Subsidiaries and reconciling to the financial statements; 

  
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 (c) within 90 days after the end of each fiscal year of the Borrower,
forecasts of the cash and cash equivalents and long-term debt line items on the consolidated balance sheets and forecasts of the statements of operations and cash flows, in each case of the Borrower and the Restricted Subsidiaries on a quarterly
basis for the then current fiscal year, in each case prepared by management of Borrower and substantially in the form as the forecasts delivered by the Borrower to the Lead Arrangers prior to the Closing Date; 

(d) concurrently with any delivery of financial statements under clause (a) or (b) above commencing with the
financial statements delivered for the year ending December 31, 2016, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof
and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.10, (iii) stating whether any change in GAAP or in the application thereof
that materially affects such financial statements has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements
accompanying such certificate, and (iv) setting forth a description of any change in the jurisdiction of organization of the Borrower or any Material Domestic Subsidiary since the date of the most recent certificate delivered pursuant to this
paragraph (d) (or, in the case of the first such certificate so delivered, since the Closing Date); 
 (e) concurrently
with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial
statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines and may be limited to accounting matters and disclaim responsibility for legal interpretations); 

(f) promptly following receipt thereof, copies of any documents described in Section 101(k) or 101(l) of ERISA that the
Borrower or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if the Borrower and/or any ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable
Multiemployer Plan then, upon reasonable request of the Administrative Agent, the Borrower and/or its ERISA Affiliates shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide
copies of such documents and notices to the Administrative Agent (on behalf of each requesting Lender) promptly after receipt thereof; and 

(g) promptly following any reasonable request therefor, such other information regarding the operations, business affairs and
financial position of the Borrower or any Restricted Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent (on its own behalf or at the request of any Lender) may reasonably request. 

(h) Promptly following any request therefor, provide information and documentation reasonably requested by the Administrative
Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation. 

Information required to be delivered pursuant to this Section 5.01 shall be deemed to have been delivered if such information (including, in the case of
certifications required pursuant to clause (b) above, the certifications accompanying any such quarterly report pursuant to Section 302 of the Sarbanes-Oxley Act of 2002), or one or more annual or quarterly reports containing such
information, shall (a) have been posted by the Administrative Agent on IntraLinks or a similar site to which the Lenders have been granted access or (b) shall be available on the website of the SEC at http://www.sec.gov; provided
that the Borrower shall notify the Administrative Agent of the posting of 

  
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such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e. soft copies) of such documents. Information required to be delivered pursuant to this
Section 5.01 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. In the event any financial statements delivered under clause (a) or (b) above shall be restated, the Borrower
shall deliver, promptly after such restated financial statements become available, revised completed certificates with respect to the periods covered thereby that give effect to such restatement, signed by a Financial Officer. 

The Borrower acknowledges and agrees that all financial statements furnished pursuant to paragraphs (a) and (b) above are hereby deemed to be
Borrower Materials suitable for distribution, and to be made available, to Public Lenders as contemplated by Section 9.17 and may be treated by the Administrative Agent and the Lenders as if the same had been marked “PUBLIC” in
accordance with such paragraph. 
 Section 5.02 Notices of Material Events. The Borrower will furnish to the Administrative Agent for
delivery to each Lender prompt written notice of the following: 
 (a) the occurrence of any Default; 

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against
the Borrower or any Restricted Subsidiary thereof as to which there is a reasonable likelihood of an adverse determination that would reasonably be expected to result in a Material Adverse Effect; 

(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably
be expected to result in liability of the Borrower or its Restricted Subsidiaries in an amount which would constitute a Material Adverse Effect; and 

(d) any other development that to the knowledge of a Responsible Officer results in, or would reasonably be expected to result
in, a Material Adverse Effect. 
 Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or
other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. 

Section 5.03 Existence; Conduct of Business. The Borrower will, and will cause each of its Restricted Subsidiaries to, do or cause to
be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business except in each case (i) where the failure
to do so would not reasonably be expected to result in a Material Adverse Effect or (ii) as such action is not prohibited under Sections 6.03, 6.04 or 6.05. 

Section 5.04 Payment of Obligations. The Borrower will, and will cause each of its Restricted Subsidiaries to, pay its obligations,
including Tax liabilities, that, if not paid, would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount
thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make
payment pending such contest would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect. 

Section 5.05 Maintenance of Properties; Insurance. The Borrower will, and will cause each of its Restricted Subsidiaries to: 

(a) Keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear
and tear excepted. 

  
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 (b) Use commercially reasonable efforts to maintain, prosecute and enforce
its material Intellectual Property, in each case except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect. 

(c) Maintain, with financially sound and reputable insurance companies, or in accordance with acceptable self-insurance
policies, insurance (subject to customary deductibles and retentions) in such amounts and against such risks as are customarily maintained by similarly situated companies engaged in the same or similar business as reasonably determined by the
Borrower and cause the Administrative Agent to be listed as a loss payee and mortgagee, on property policy with respect to tangible personal property and assets constituting Collateral and as an additional insured on all liability policies.
Notwithstanding the foregoing, Borrower and the subsidiaries may (i) maintain all such insurance with any combination of primary and excess insurance, and (ii) maintain any or all such insurance pursuant to master or so-called
“blanket policies” insuring any or all Collateral and/or other Real Property which does not constitute Collateral (and in such event the loss payee endorsement shall be limited or otherwise modified accordingly). 

(d) At the time of delivery of the applicable Mortgage (or such later date as may be agreed to by the Administrative Agent in
its sole discretion), subject to Section 5.12, cause such property insurance policy with respect to the Mortgaged Property located in the United States of America to be endorsed or otherwise amended to include a “standard”
lender’s loss payable endorsement, in form and substance reasonably satisfactory to the Administrative Agent; deliver a certificate of insurance with respect to each Mortgaged Property to the Administrative Agent; deliver to the Administrative
Agent, prior to or concurrently with the cancellation or nonrenewal of any such policy of insurance covered by this clause (d), a copy of a renewal or replacement (or other evidence of renewal of a policy previously delivered to the Administrative
Agent) insurance certificate with respect thereto; 
 (e) At least 45 days prior to the time of delivery of the applicable
Mortgage, if any portion of any Mortgaged Property located in the United States is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area (each a “Special
Flood Hazard Area”) with respect to which flood insurance has been made available under the Flood Insurance Laws (as now or hereafter in effect or successor act thereto), (i) maintain, or cause to be maintained, with a financially
sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of
such compliance in form and substance reasonably acceptable to the Administrative Agent. 
 In connection with the covenants set forth in
this Section 5.05, it is understood and agreed that: 
 (i) the Administrative Agent, the Administrative Agent, the
Lenders, the Issuing Banks, the Swing Line Lender and their respective agents or employees shall not be liable for any loss or damage insured by the insurance policies required to be maintained under this Section 5.05, 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 Administrative Agent, the Lenders, any Issuing Bank, the Swing Line Lender 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 the Borrower, on behalf of itself and behalf of each of the subsidiaries, hereby agree, to the extent permitted by law, to waive, and further agree to cause each of the subsidiaries to
waive, its right of recovery, if any, against the Administrative Agent, the Lenders, any Issuing Bank, the Swing Line Lender and their agents and employees; and 

(ii) the designation of any form, type or amount of insurance coverage by the Administrative Agent (including acting in the
capacity as the Administrative Agent) under this Section 5.05 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
Borrower and the subsidiaries or the protection of their properties. 

  
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 Section 5.06 Books and Records; Inspection Rights. The Borrower will, and will cause
each of its Restricted Subsidiaries to, keep proper books of record and account in which full, true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities. The Borrower will,
and will cause each of its Restricted Subsidiaries to, upon reasonable notice from the Administrative Agent, permit any representatives designated by the Administrative Agent to visit and inspect its properties, upon reasonable notice to examine and
make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants all at such reasonable times during normal business hours as are mutually agreed by the Borrower and as often
as reasonably requested, provided that such visits, inspections, examinations and discussions shall, so long as no Default or Event of Default has occurred and is continuing, take place no more often than one time per fiscal year on a date to
be determined by, and shall be coordinated by, the Borrower and the Administrative Agent; provided further, that the Administrative Agent shall have delivered a written request for such inspection to the Borrower prior to the date of
any such inspection and that the information provided to the Lenders pursuant to this Section 5.06 shall be subject to the provisions of Section 9.13; provided further, that any Lender may request that the Administrative
Agent exercise its rights to conduct such visits, inspections, examinations and discussions. 
 Section 5.07 Compliance with Laws.
The Borrower will, and will cause each of its Restricted Subsidiaries to, comply with all applicable 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. 
 Section 5.08 Use of Proceeds. The
proceeds of the Loans will be used only to finance the general corporate purposes of the Borrower and its Restricted Subsidiaries, including to fund the Transactions. No proceeds of any Loan or any Letter of Credit will be used, directly or
indirectly, or contributed or otherwise made available to any Subsidiary or other Person, to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of
Sanctions, or in any other manner that will result in a violation by an party to this Agreement or any of its Related Parties (including any individual or entity participating in the transaction, whether as Lender, Arranger, Administrative Agent,
Issuing Bank, Swing Line Lender, or otherwise) of Sanctions. 
 Section 5.09 Guarantors and Collateral. 

(a) On the Closing Date (or such longer period as the Administrative Agent may agree in its sole discretion) (x) each Restricted
Subsidiary (other than an Excluded Subsidiary) will become a party to the Guarantee Agreement and (y) the Borrower and each Restricted Subsidiary (other than an Excluded Subsidiary) will (A) become a party to the Security Agreement and,
subject to the exceptions set forth in the Security Agreement, pledge its assets, including all of the Equity Interests of any Restricted Subsidiary directly owned by such Restricted Subsidiary and any other shares, stock certificates, options,
interests or rights of any nature whatsoever in respect of the Equity Interests of any Restricted Subsidiary that may be issued or granted to, or held by, such Restricted Subsidiary while this Agreement is in effect, but excluding any Excluded
Property and (B) except as otherwise contemplated by the Collateral Documents, execute and deliver all such documents and instruments and take such actions to create and perfect the security interests required by the Collateral Documents. 

(b) With respect to any Person that becomes a Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date, or any Excluded
Subsidiary that ceases to constitute an Excluded Subsidiary after the Closing Date, the Borrower will, within 30 days thereafter (or such longer period as the Administrative Agent may agree in its sole discretion) (i) cause such Restricted
Subsidiary to (A) become a party to the Guarantee Agreement, (B) become a party to the Security Agreement or such other Collateral Document as may be reasonably requested by the Administrative Agent, (C) pledge all of the Equity
Interests of any Restricted Subsidiary (other than Excluded Property) directly owned by such Restricted Subsidiary and any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests of
any Restricted Subsidiary (other than Excluded Property) that may be issued or granted to, or held by, such Restricted Subsidiary while this Agreement is in effect, (D) except as otherwise contemplated by the Collateral Documents, deliver to
the Administrative Agent any and all certificates representing such Equity Interests (to the extent certificated), accompanied by undated stock powers or other appropriate instruments of transfer executed in blank, (E) deliver to the
Administrative Agent a certificate of such Restricted Subsidiary substantially in the form of 

  
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Exhibit E, with appropriate insertions and attachments, and (F) except as otherwise contemplated by the Collateral Documents, execute and deliver all such documents and instruments and take
such actions to create and perfect the security interests required by the Collateral Documents and (ii) if requested by the Administrative Agent, deliver to the Administrative Agent one or more legal opinions relating to the matters described
above, which shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. 
 (c) The Borrower will
grant and cause each of the Subsidiary Guarantors to grant to the Administrative Agent security interests in, and mortgages on, any Material Real Property of such Loan
Parties (including, without limitation, any acquisition pursuant to a Delaware LLC Division), as applicable, that are not Mortgaged Property as of the Closing Date, to the extent acquired after the Closing Date, within ninety (90) days after such acquisition (or such later date as the Administrative
Agent may agree in its reasonable discretion) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the Borrower (each, an “Additional Mortgage”), which security interest and
mortgage shall constitute valid and enforceable Liens subject to no other Liens except Permitted Liens and record, register or file, and cause each such subsidiary to record, register 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 the Administrative Agent (for the benefit of the Secured Parties) 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 required to be paid in connection with such recording, registration or filing. Unless otherwise waived by the Administrative Agent or the applicable Lender
(solely with respect to clause (i)(B) below), with respect to each such Additional Mortgage, the Borrowers shall cause the following requirements to be satisfied with respect to such Material Real Property: 

(i) (A) the Administrative Agent shall have received with respect to each Mortgaged Property located in the United States
of America or any State thereof, the Flood Documentation and (B) each Lender shall have received (through the Administrative Agent) any other reasonable documents or information reasonably requested by such Lender (through the Administrative
Agent) to enable such Lender to comply, in the determination of the Administrative Agent, with any applicable Flood Insurance Laws and all applicable rules and regulations promulgated pursuant thereto; 

(ii) the Administrative Agent shall have received: 

(A) counterparts of each Mortgage to be entered into with respect to each such Mortgaged Property duly executed and delivered
by the record owner of such Mortgaged Property and suitable for recording, registering or filing (together with any other forms or undertakings that are required or customary to effect such recording, registration or filing) in all filing,
registration or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid and enforceable Lien subject to no other Liens except Permitted Liens, at the time of filing, registration or
recordation thereof, 
 (B) with respect to the Mortgage encumbering each such Mortgaged Property, opinions of local counsel
regarding the due authorization, execution and delivery, the enforceability, and perfection of the Mortgages and such other matters customarily covered in real estate mortgage counsel opinions as the Administrative Agent may reasonably request, if
and to the extent, and in such form, as local counsel customarily provides such opinions as to such other matters, and 
 (C)
such other documents as the Administrative Agent may reasonably request that are available to the Borrowers without material expense with respect to any such Mortgage or Mortgaged Property; and 

(iii) the Administrative Agent shall have received: 

(A) a policy or policies or marked up unconditional binder of title insurance (“Mortgage Policy”) with respect
to properties located in the United States, or a date-down and modification endorsement, if available, paid for by the Borrower, in the amount of the Fair Market 

  
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Value of the respective Mortgaged Property, issued by a nationally recognized title insurance company (“Title Insurer”) 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, coinsurance and reinsurance as the Administrative Agent may reasonably request and which are available at commercially
reasonable rates in the jurisdiction where the applicable Mortgaged Property is located (provided, however, that in lieu of a zoning endorsement, Administrative Agent shall accept a zoning report from a nationally recognized zoning
report provider), and 
 (B) either (x) a survey of each Mortgaged Property (including all improvements, easements and
other customary matters thereon reasonably required by the Administrative Agent), as applicable, for which all necessary fees (where applicable) have been paid with respect to properties located in the United States, which (A) complies in all
material respects with the minimum detail requirements of the American Land Title Association and American Congress of Surveying and Mapping as such requirements are in effect on the date of preparation of such survey and (B) is sufficient for
such Title Insurer to remove all standard survey exceptions from the title insurance policy relating to such Mortgaged Property or otherwise reasonably acceptable to the Administrative Agent; provided, however, that so long as the
Title Insurer shall accept the same to eliminate the standard survey exceptions from such policy or policies, in lieu of a new or revised survey Borrowers may provide a “no material change” affidavit with respect to any prior survey for
the respective Mortgaged Property (which prior survey otherwise substantially complies with the foregoing survey requirements), or (y) if Borrower elects an ExpressMap (each of (x) and (y), a “Survey”). 

Section 5.10 Further Assurances. Promptly upon the reasonable request by the Administrative Agent, or any Lender through the
Administrative Agent, the Borrower shall, shall cause the Subsidiary Guarantors to (a) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Loan Document, and (b) do,
execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative
Agent, may reasonably require from time to time in order to (i) carry out the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s assets, including Equity Interests to the
Liens granted by the Security Agreement and the other Collateral Documents to the extent required thereunder and (iii) except as otherwise contemplated by the Collateral Documents, perfect and maintain the validity, effectiveness and priority
of the Collateral Documents and any of the Liens created thereunder. 
 Section 5.11 Ratings. The Borrower shall use commercially
reasonable efforts to obtain and to maintain public ratings from Moody’s and Standard & Poor’s for the Term B Loans; provided, however, that the Borrower shall not be required to obtain or maintain any specific
rating. 
 Section 5.12 Post-Closing Requirements. 

(a) Within 120 days following the Closing Date (or such longer period as may be agreed to by the Administrative Agent in its sole discretion),
the Borrower shall, or shall cause the applicable Loan Party to, grant to the Administrative Agent a security interest in and Mortgage on each Real Property listed on Schedule 5.12 hereto in each case, in the amount set forth with respect to such
Real Property on Schedule 5.12 hereto, which security interest and mortgage shall constitute valid and enforceable Liens subject to no other Liens except Permitted Liens and record, register or file, and cause each such subsidiary to record,
register or file, the 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 the Administrative Agent (for the benefit of the Secured Parties)
required to be granted pursuant to the Mortgages and pay, and cause each such Subsidiary to pay, in full, all Taxes, fees and other charges required to be paid in connection with such recording, registration or filing. Unless otherwise waived by the
Administrative Agent (and with respect to Section 5.09(c)(i)(B), the applicable Lender), with respect to each such Mortgage, the Borrowers shall satisfy the requirements set forth in Section 5.09(c)(i), (ii) and (iii) with
respect to each applicable Real Property. 

  
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 (b) Within 30 days following the Closing Date (or such longer period as may be agreed to by
the Administrative Agent in its sole discretion), the Borrower shall deliver insurance certificates and endorsements contemplated by Section 5.05(c), in form and substance reasonably satisfactory to the Administrative Agent. 

(c) No later than 90 days immediately following the Closing Date, Borrower shall use commercially reasonable efforts to file and record with
the United States Patent and Trademark Office and the United States Copyright Office, as applicable, properly executed documents or instruments evidencing the release or termination of the security interests, liens or other encumbrances identified
on Schedule 6.02 (iv). 
 (d) Within 20 Business Days following the Closing Date (or such longer period as may be agreed to by the
Administrative Agent in its sole discretion), the Borrower shall (or shall cause its Subsidiaries to), to the extent required under the Security Agreement, deliver to the Administrative Agent all certificates, agreements or instruments representing
or evidencing the Pledged Collateral (as defined in the Security Agreement) in existence on the Closing Date in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank, to the extent not
delivered on the Closing date after commercially reasonable efforts. 
 ARTICLE VI 

Negative Covenants 
 Until
the Revolving Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired or have been cash collateralized, the Borrower covenants
and agrees with the Lenders that: 
 Section 6.01 Indebtedness. The Borrower will not, and will not permit any Restricted Subsidiary
to, create, incur, assume or permit to exist any Indebtedness, except: 
 (a) Indebtedness incurred under the Loan Documents,
including any Incremental Facility; 
 (b) Indebtedness in respect of the Secured Notes and any Refinancing Indebtedness
thereof; 
 (c) (i) Indebtedness of the Borrower or any other subsidiary incurred to finance the acquisition,
construction or improvement of any fixed or capital assets, including Capital Lease Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets (provided that such Indebtedness is incurred or assumed prior
to or within 180 days after such acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets) in an
aggregate amount under this clause (c) not to exceed the greater of $25,000,000 and 1.25% of Total Assets as of the time of incurrence and (ii) any Refinancing Indebtedness thereof; 

(d) Indebtedness of Non-Loan Parties in an aggregate principal amount at any time outstanding not to exceed $50,000,00025,000,000; 
 (e) Guarantees of any Indebtedness permitted pursuant to this
Section 6.01 and any Refinancing Indebtedness thereof (other than Guarantees of Indebtedness of a Loan Party by a Non-Loan Party); 

(f) Indebtedness of the Borrower owed to any Restricted Subsidiary or of a Restricted Subsidiary owed to any other Restricted
Subsidiary or the Borrower; provided, however, that (i) any Indebtedness owing by a Loan Party to a Non-Loan Party pursuant to this clause (f) shall be subordinated in right of payment to the Obligations and (ii) upon
any such Indebtedness being owed to any Person other than the Borrower or a Restricted Subsidiary, the Borrower or such Restricted Subsidiary, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (f); 

  
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 (g) Indebtedness outstanding on the Closing Date and set forth on
Schedule 6.01 and any Refinancing Indebtedness thereof; 
 (h) (i) Indebtedness of any Person which becomes a
Restricted Subsidiary after the Closing Date pursuant to a Permitted Acquisition or is merged with or into or consolidated or amalgamated with the Borrower or any Restricted Subsidiary after the Closing Date (or relating to assets acquired by the
Borrower or a Restricted Subsidiary following the Closing Date) and Indebtedness expressly assumed in connection with the acquisition of an asset or assets from any other Person; provided that (A) such Indebtedness existed at the time
such Person became a Restricted Subsidiary or of such merger, consolidation, amalgamation or acquisition and was not created in anticipation thereof and (B) immediately after such Person becomes a Restricted Subsidiary or such merger,
consolidation, amalgamation or acquisition is consummated, on a Pro Forma Basis (x) no Event of Default shall have occurred and be continuing, (y) the Borrower shall be in compliance with Section 6.10 as of the most recently ended
fiscal quarter for which financial statements have been delivered pursuant to Section 5.01 and (z) the Consolidated Leverage Ratio shall be at least 0.5x less than the level
then-required by Section 6.103.00 to 1.00 and (ii) any
Refinancing Indebtedness of such Indebtedness described in clause (h); 
 (i) [reserved]; 

(j) Indebtedness in respect of bid, performance, surety bonds or completion bonds issued for the account of the Borrower or any
Restricted Subsidiary in the ordinary course of business, including guarantees or obligations of the Borrower or any Restricted Subsidiary with respect to letters of credit supporting such bid, performance, surety or completion obligations; 

(k) Indebtedness owed to any officers or employees of the Borrower or any Restricted Subsidiary with respect to repurchases of
Equity Interests permitted by Section 6.05(iii); 
 (l) indemnification, adjustment of purchase price and earn-out
provisions, in each case, incurred or assumed in connection with asset acquisitions or asset sales; 
 (m) obligations of the
Borrower or any of its Restricted Subsidiaries 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 90 days after the incurrence of the related obligations) in the ordinary course of business and not in connection with the borrowing of
money; 
 (n) 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; 

(o) Indebtedness arising (A) 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; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence or (B) under any customary cash pooling or cash
management agreement with a bank or other financial institution in the ordinary course of business; 
 (p) Indebtedness
representing deferred compensation incurred in the ordinary course of business; 
 (q) Indebtedness arising in connection
with endorsement of instruments for deposit in the ordinary course of business; 
 (r) Indebtedness constituting obligations
in respect of Swap Obligations and hedging and swap arrangements, in each case, entered into for non-speculative purposes; 

  
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 (s) Indebtedness supported by a Letter of Credit in a principal amount not
in excess of the stated amount of such Letter of Credit; 
 (t) (i) Permitted Unsecured Indebtedness so long as either
(x) no Event of Default has occurred and is continuing, in an aggregate principal amount not to exceed the Incremental Amount and Refinancing Indebtedness in respect thereof, or (y) no Event of Default has occurred and is continuing and,
on a Pro Forma Basis (I) the Borrower is in compliance with Section 6.10 as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.01 and (II) the Consolidated Leverage Ratio
shall be at least 0.5x less than the level then-required by Section 6.10 and (ii) Refinancing Indebtedness in respect of Indebtedness incurred pursuant to this clause (t); 

(u) (i) Permitted Other First Lien Debt so long as either (x) no Event of Default has occurred and is continuing, in
an aggregate principal amount not to exceed the Incremental Amount or (y) such Indebtedness is issued for cash consideration and the net cash proceeds therefrom are applied within three Business Days of receipt to prepay Term Loans and
(ii) Refinancing Indebtedness in respect of Indebtedness incurred pursuant to this clause (u); 
 (v) (i) Permitted
Junior Lien Debt (x) so long as no Event of Default has occurred and is continuing, in an aggregate principal amount not to exceed the Incremental Amount or (y) which is issued for cash consideration to the extent the net cash proceeds are
applied within three Business Days of receipt to prepay Term Loans and (ii) Refinancing Indebtedness in respect of Indebtedness incurred pursuant to this clause (v); 

(w) to the extent constituting Indebtedness, obligations of the Borrower and its Restricted Subsidiaries under the Transaction
Agreements; and 
 (x) other Indebtedness of the Borrower and its Restricted Subsidiaries in an aggregate principal amount
not to exceed the greater of $25,000,000 and 1.25% of Total Assets at any time outstanding. 
 Section 6.02 Liens. The Borrower will
not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or
rights in respect of any thereof, except: 
 (a) Permitted Encumbrances; 

(b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary (or any improvements or accession thereto or
proceeds therefrom) existing on the Closing Date and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure
only those obligations which it secures on the Closing Date and any Refinancing Indebtedness in respect thereof; 
 (c) any
Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the Closing Date prior to the time
such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien
shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted
Subsidiary, as the case may be, and any Refinancing Indebtedness in respect thereof; 
 (d) Liens securing Indebtedness of
the Borrower or any Restricted Subsidiary incurred pursuant to Section 6.01(c); provided that, except in the case of Refinancing Indebtedness, (i) such Liens are incurred prior to or within 180 days after such acquisition or the
completion of such construction and improvement with the acquisition of such fixed or capital assets, and (ii) such Liens do not at any time encumber any of its existing property other than the property financed by such Indebtedness; 

  
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 (e) Liens created by the Collateral Documents securing the Obligations; 

(f) Liens on the Collateral securing Indebtedness incurred pursuant to Sections 6.01(b), (u) and (v); 

(g) [reserved]; 

(h) licenses, sublicenses, covenants not to sue, releases or other rights under Intellectual Property granted to others in the
ordinary course of business or in the reasonable business judgment of the Borrower or any Restricted Subsidiary; 
 (i)
licenses, sublicenses, leases or subleases that do not interfere in any material respect with the business of the Borrower or any Restricted Subsidiary; 

(j) any interest or title of a lessor or sublessor under, and Liens arising from Uniform Commercial Code financing statements
(or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases and subleases permitted hereunder; 

(k) normal and customary rights of setoff upon deposits of cash or other Liens originating in the ordinary course of business
solely by virtue of any contractual, statutory or common law provision relating to bankers liens, rights of setoff or similar rights in favor of banks or other depository institutions (including funds or other assets credited thereto and pooling and
netting arrangements) and not securing any Indebtedness (other than Indebtedness permitted by Section 6.01(o)); 
 (l)
Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; 

(m) Liens solely on any cash earnest money deposits made by the Borrower or any Restricted Subsidiary in connection with any
letter of intent or purchase agreement in respect of any acquisition or other investment by the Borrower or any Restricted Subsidiary; 

(n) Liens on assets of Non-Loan Parties securing Indebtedness permitted pursuant to Sections 6.01(d); 

(o) any extension, renewal or replacement (or successive renewals or replacements) in whole or in part of any Lien referred to
in clause (b), (c), (d), and (l) above; provided that with respect to (b) ,(c) and (d) above, (x) the obligations secured thereby shall be limited to the obligations secured by the Lien so extended, renewed or replaced
(and, to the extent provided in such clauses, extensions, renewals and replacements thereof) and (y) such Lien shall be limited to all or a part of the assets that secured the Lien so extended, renewed or replaced; 

(p) 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 and Liens in the ordinary course of business in favor of issuers of performance and surety bonds or bid bonds or with respect to health, safety and environmental regulations (other than for borrowed money) or
letters of credit or bank guarantees issued to support such bonds or requirements pursuant to the request of and for the account of such Person in the ordinary course of business; 

(q) Liens (i) on assets of a Loan Party in favor of a Loan Party or (ii) on assets of a Non-Loan Party in favor of
the Borrower or any of its Restricted Subsidiaries; 
 (r) Liens on the Equity Interests of any Unrestricted Subsidiary; 


  
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 (s) Liens on cash set aside at the time of the incurrence of any
Indebtedness or government securities purchased with such cash, in either case to the extent that such cash or government securities prefund the payment of interest on such Indebtedness and are held in an escrow account or similar arrangement to be
applied for such purpose; 
 (t) any encumbrance or restriction (including, but not limited to, put and call agreements) with
respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement; 

(u) Liens arising by operation of law in the ordinary course of business; 

(v) Liens on property or assets under construction (and related rights) in favor of a contractor or developer or arising from
progress or partial payments by a third party relating to such property or assets; 
 (w) Liens arising under any retention
of title, hire, purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to the Borrower and its Restricted Subsidiaries in the ordinary course of trading and on the supplier’s standard or
usual terms; and 
 (x) Liens securing other Indebtedness and obligations in an aggregate principal amount not to exceed the
greater of $25,000,000 and 1.25% of Total Assets at any time outstanding. 
 Section 6.03 Fundamental Changes. The Borrower will not,
and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or Dispose of (in one transaction or in a series of related transactions) all or
substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or
dissolve (including, in each case, pursuant to a Delaware LLC Division), except
that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: 

(i) any Person may merge or be consolidated with or into the Borrower in a transaction in which the Borrower is the continuing
or surviving Person; 
 (ii) any Person (other than the Borrower) may merge or consolidate with or into any Restricted
Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or a Domestic Subsidiary that is or substantially
concurrently becomes a Subsidiary Guarantor; 
 (iii) any merger, consolidation, Disposition, liquidation or dissolution not
prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted; and 
 (iv) any Restricted Subsidiary may liquidate or
dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders. 

Section 6.04 Disposition of Property. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly,
consummate any Asset Sale; provided that (a) the Borrower and its Restricted Subsidiaries may consummate Asset Sales involving assets with an aggregate Fair Market Value, net of the aggregate of amounts paid by the Borrower and its
Restricted Subsidiaries as purchase price for Asset Acquisitions or to acquire, construct or develop fixed assets or Intellectual Property useful in their business, not to exceed (x) in any fiscal year of the Borrower, 15.00% of Total Assets or
(y) in the aggregate, 35.00% of Total Assets, in each case, determined as of the date of such Asset Sale, and (b) after giving effect thereto and to the use of proceeds thereof, (i) no Event of Default shall have occurred and be
continuing and 

  
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(ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and
(iii) in the case of an Asset Sale other than an Asset Swap, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided,
further, that the amount of: 
 (i) any liabilities (as reflected in the Borrower’s or such Restricted
Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s
balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment
to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, 

(ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such
transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and 

(iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an
aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed $25,000,000 at the time of the receipt of such Designated Noncash
Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, 

shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose. 

Section 6.05 Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make,
directly or indirectly, any Restricted Payment, except: 
 (i) the payment by the Borrower or any Restricted Subsidiary of
any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration thereof or giving the notice of the redemption, if on the date of declaration or notice the payment would have complied with this
Section 6.05 (assuming, in the case of redemption, the giving of the notice would have been deemed to be a Restricted Payment at such time and such deemed Restricted Payment would have been permitted at such time); provided that any
Restricted Payment pursuant to this clause (i) shall be deemed to have utilized capacity under the exception that such Restricted Payment would have been permitted to have been made in reliance of at the time of declaration or notice of
redemption, as applicable; 
 (ii) the Borrower may declare or make a Restricted Payment with respect to its Equity Interest
payable solely in Qualified Equity Interests or redeem any of its Equity Interests in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests or through accretion or accumulation of such
dividends on such Equity Interests; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; 

(iii) repurchase, redemption or other acquisition for value
by the Borrower of, Equity Interests of the Borrower held by officers, directors or employees or former officers, directors or employees of the Borrower and any Restricted Subsidiary (or their transferees, estates or beneficiaries under their
estates), upon their death, disability, retirement, severance or termination of employment or service; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $10,000,000 during any twelve consecutive months
(with unused amounts in any period being carried over to succeeding periods; provided, that the total amount of such purchases, redemptions or other acquisitions under this clause (iii) in any twelve consecutive months shall not exceed
$20,000,000); provided, further, that cancellation of Indebtedness owing to the Borrower or any Restricted Subsidiary from any current or former officer, director or employee (or any permitted
transferees thereof) of the Borrower or any of its Restricted Subsidiaries (or any direct or indirect parent company thereof), in connection with a repurchase of Equity Interests of the Borrower from such Persons will not be deemed to constitute a
Restricted Payment for purposes of this Section 6.05;[reserved];


  
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 (iv) repurchases of Equity Interests deemed to occur (a) upon the
exercise of stock options, warrants, or similar rights if the Equity Interests represent all or a portion of the exercise price thereof or (b) in connection with the satisfaction of any withholding Tax obligations incurred relating to the
vesting or exercise of stock options, warrants, restricted stock units or similar rights; 
 (v) any Restricted Payment made
out of the net cash proceeds of the substantially concurrent sale of, or made by exchange for, Qualified Equity Interests of the Borrower (other than Qualified Equity Interests issued or sold to a Restricted Subsidiary of the Borrower or an employee
stock ownership plan or to a trust established by the Borrower or any of its Restricted Subsidiaries for the benefit of their employees) or a substantially concurrent cash capital contribution received by the Borrower from its stockholders;
provided that such net cash proceeds are not included in any determination of the Retained Excess Cash Flow Amount; 

(vi) payments or distributions to dissenting stockholders of a Person acquired by the Borrower or a Restricted Subsidiary
pursuant to an Asset Acquisition permitted by Section 6.11; 
 (vii) any Restricted Subsidiary may declare or make a
Restricted Payment with respect to the Equity Interests of such Restricted Subsidiary to the Borrower or any other Restricted Subsidiary (and, in the case of a Restricted Subsidiary that is not a Wholly Owned Subsidiary, to each owner of Equity
Interests of such Restricted Subsidiary such that the Borrower or Restricted Subsidiary receives at least its pro rata share of such dividend or distribution); 

(viii) Restricted Payments in the form of dividends on the
Borrower’s common stock in an aggregate amount not to exceed in any 12-month period $50,000,000; provided that after giving effect thereto no Event of Default shall have occurred and be continuing;[reserved]; 

(ix) Restricted Payments up to an aggregate amount not to exceed $25,000,000; provided that, at the time of, and after
giving effect thereto on a pro forma basis no Event of Default shall have occurred and be continuing; 
 (x) prepayments and
redemptions of Other First Lien Debt; provided that, at the time of, and after giving effect thereto on a pro forma basis (x) no Event of Default shall have occurred and be continuing, (y) the Borrower shall be in compliance with
Section 6.10 as of the end of the most recently ended Test Period, and (z) no Revolving Loans are outstanding; 

(xi) the Separation Distribution; and 

(xii) Restricted Payments in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such
election that the Borrower elects to apply to this Section 6.05(xii) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail)
immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto on a pro forma basis (i) no Event of Default shall have occurred and be continuing and
(ii) the Consolidated Leverage Ratio is equal to or less than 2.00 to 1.00. 
 Section 6.06 Transactions with Affiliates. The
Borrower will not, and will not permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates involving payment or consideration in excess of $5,000,000, except: 
 (a) for
transactions at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, as determined by the Borrower; 

  
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 (b) transactions between or among the Borrower and its Restricted
Subsidiaries not involving any other Affiliate; 
 (c) pursuant to, as determined by the Borrower, reasonable director,
officer and employee compensation (including bonuses) and other benefits (including retirement, health, and stock compensation plans) and indemnification arrangements and performance of such arrangements; 

(d) any Restricted Payment permitted by Section 6.05; 

(e) the Transaction Agreements and any other agreement set forth on Schedule 6.06 and any amendment, modification or
replacement of any of the forgoing that is not, taken as a whole, adverse to the Lenders in any material respect; 
 (f) any
transaction with a joint venture which would be subject to this Section 6.06 solely because the Borrower or a Restricted Subsidiary owns an equity interest in or otherwise controls such joint venture; 

(g) any transaction with an Affiliate where the only consideration paid by the Borrower or any Restricted Subsidiary is
Qualified Equity Interests; 
 (h) any issuance of securities, or other payments, awards or grants in cash, securities or
otherwise, in each case pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans in the ordinary course of business; 

(i) any employment agreements entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of
business and the transactions pursuant thereto; and 
 (j) any other transaction approved by a majority of the disinterested
members of the Borrower as being fair to the Borrower and its Restricted Subsidiaries. 
 Section 6.07 Changes in Fiscal Periods. The
Borrower will not, and will not permit any of its Restricted Subsidiaries to, change its fiscal year to end on a day other than December 31 or change its method of determining fiscal quarters without the Administrative Agent’s prior
written consent (such consent not to be unreasonably withheld) and, in any event, no more than one (1) time while this Agreement is in effect. 

Section 6.08 Sales and Leasebacks. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any
arrangement with any Person (other than the Borrower or a Restricted Subsidiary) providing for the leasing by the Borrower or any Restricted Subsidiary of real or personal property that has been or is to be sold or transferred by the Borrower or any
Restricted Subsidiary to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of the Borrower or any Restricted Subsidiary unless (i) the lease is
not prohibited pursuant to Section 6.01 and 6.02 and (ii) the disposition of such property is not prohibited by Section 6.04. 

Section 6.09 Clauses Restricting Subsidiary Distributions. The Borrower will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on or in
respect of its Equity Interests held by the Borrower or a Restricted Subsidiary, (b) make loans or advances or pay any Indebtedness or other obligation owed to the Borrower or any Subsidiary Guarantor or (c) transfer any of its assets to
the Borrower or any Subsidiary Guarantor, except for such encumbrances or restrictions existing under or by reason of: 
 (i)
any encumbrances or restrictions existing under this Agreement and the other Loan Documents; 

  
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 (ii) encumbrances or restrictions with respect to a Restricted Subsidiary
imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the capital stock or assets of such Restricted Subsidiary; 

(iii) encumbrances or restrictions under any agreement governing Capital Lease Obligations secured by Liens permitted by
Section 6.02, so long as such restrictions apply only to the assets subject to such Liens or relating to such Capital Lease Obligations, as the case may be; 

(iv) encumbrances or restrictions under any agreement listed on Schedule 6.09 as in effect on the Closing Date; 

(v) encumbrances or restrictions under any agreement of any Person that becomes a Restricted Subsidiary after the Closing Date
that existed prior to the time such Person became a Restricted Subsidiary; provided that such restrictions are not created in contemplation of or in connection with such acquisition; 

(vi) any other instrument or agreement entered into after the Closing Date that contains encumbrances and restrictions that, as
determined by the Borrower, will not materially adversely affect the Borrower’s ability to make payments on the Loans; 

(vii) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; 

(viii) non-assignment provisions of any contract or lease entered into in the ordinary course of business; 

(ix) encumbrances or restrictions imposed under any agreement to sell assets, including Qualified Equity Interests of such
Restricted Subsidiary, permitted under this Agreement to any Person pending the closing of such sale; 
 (x) encumbrances or
restrictions relating to any Lien permitted under this Agreement imposed by the holder of such Lien that limit the right of the relevant obligor to transfer assets that are subject to such Lien; 

(xi) encumbrances or restrictions relating to any Lien on any asset or property at the time of acquisition of such asset or
property by the Borrower or any Restricted Subsidiary; 
 (xii) customary provisions in partnership agreements, limited
liability company organizational governance documents, joint venture agreements, shareholder agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture,
corporation or similar Person; 
 (xiii) encumbrances or restrictions on cash or other deposits or net worth imposed by
suppliers, customers or landlords under contracts entered into in the ordinary course of business; 
 (xiv) with respect to
clause (c) only, any encumbrance or restriction consisting of customary non-assignment provisions in leases governing leasehold interests, licenses, joint venture agreements and agreements similar to any of the foregoing to the extent such
provisions restrict the transfer of the property subject to such leases, licenses, joint venture agreements or similar agreements; 

  
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 (xv) with respect to clause (c) only, any encumbrance or restriction
contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages; 

(xvi) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings of the contracts, agreements, instruments or obligations referred to in this Section 6.09; provided that, as determined by the Borrower, such amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings (a) are not materially more restrictive with respect to such encumbrances and restrictions than those prior to such amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings or (b) will not materially adversely affect the Borrower’s ability to make payments on the Loans; and 

(xvii) encumbrances or restrictions imposed by the Secured Notes. 

Section 6.10 Financial Maintenance Covenants. 

(a) The Borrower will not permit the Consolidated Leverage Ratio as of the last day of any fiscal quarter of the Borrower,
commencing with the fiscal quarter ending December 31,
2016September 30, 2019 to exceed (i) with respect to any
fiscal quarter ending prior to
March 31,June 30, 2020,
3.253.75 to 1.00
and1.00, (ii) with respect to any fiscal quarter ending on or
after March 31, 2020, 3.00June 30, 2020
and prior to March 31, 2021, 3.50 to 1.00 and (iii) with respect to any fiscal quarter ending on or after March 31, 2021, 3.25 to 1.00; and 

(b) For so long as any Revolving Commitments are outstanding or any Lender has any Outstanding Revolving Credit, the Borrower
will not permit the Interest Coverage Ratio for any Test Period, commencing with the Test Period ending December 31, 2016September 30, 2019 to be less than (i) with respect to any Test Period ending prior
to March 31, 2018, 3.00September 30,
2020, 2.50 to 1.00, (ii) with respect to any Test Period ending on or after March 31, 2018September 30, 2020 and prior to March 31, 2020, 3.25June 30, 2021, 2.75 to 1.00 and (iii) with respect to any Test Period ending on or after March 31, 2020, 3.50June 30, 2021, 3.00 to 1.00. 

Section 6.11 Investments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, make any advance, loan,
extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted
Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: 

(a) extensions of trade credit and credit to customers in the ordinary course of business; 

(b) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when made; 

(c) loans and advances to directors, employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course
of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; 

(d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided
that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; 

(e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule
6.11; 

  
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 (f) Investments to the extent that payment for such Investments is made with
Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; 

(g) accounts, chattel paper and notes receivable arising from the sale or lease of goods or the performance of services in the
ordinary course of business; 
 (h) Investments received in connection with the bankruptcy or reorganization of suppliers and
customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; 

(i) Investments in an amount not to exceed at any one time outstanding
$50,000,00035,000,000; 
 (j) Investments arising out of the receipt by the Borrower or a Restricted
Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; 
 (k) lease, utility and other
similar deposits in the ordinary course of business; 
 (l) to the extent constituting Investments, the Transactions; 

(m) Investments in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election
that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately
prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; and 

(n) Permitted Acquisitions. 

Section 6.12 Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiaries to, directly or indirectly,
enter into, incur or permit to exist any agreement or other arrangement that prohibits or restricts the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets;
provided that (A) the foregoing shall not apply to prohibitions, restrictions and conditions imposed by any Requirement of Law, Permitted Encumbrances, any subordinated Indebtedness, the documents governing any Indebtedness permitted to
be incurred pursuant to Section 6.01(c) or (h) or by any Loan Document, (B) the foregoing shall not apply to prohibitions, restrictions and conditions contained in agreements relating to the disposition of any assets pending such
disposition, provided such prohibitions, restrictions and conditions apply only to the assets or Restricted Subsidiary that is to be disposed of and such disposition is permitted hereunder, (C) the foregoing shall not apply to
prohibitions, restrictions or conditions imposed by any agreement relating to Indebtedness permitted by this Agreement if such restrictions or conditions either (1) apply only to the property or assets securing such Indebtedness, or (2) do
not restrict the granting of Liens by the Loan Parties to secure the maximum amount of the Revolving Commitments and Term B Loans in effect on the Closing Date, (D) the foregoing shall not apply to customary prohibitions, restrictions or
conditions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.11 and applicable solely to such joint venture and entered into in the ordinary course of business, (E) the foregoing
shall not apply to customary prohibitions or restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such prohibitions or restrictions relate to the assets subject thereto or are customary
provisions in leases and other contracts restricting the subletting or assignment thereof, and (F) the foregoing shall not apply to prohibitions, restrictions or conditions in agreements to which a Restricted Subsidiary is a party that are
either (x) in effect on the Closing Date and identified on Schedule 6.12 or (y) binding on such Restricted Subsidiary at the time of acquisition thereof and not entered into in contemplation of such acquisition, and relating solely to such
Restricted Subsidiary and the assets of the Restricted Subsidiary subject to such agreement. 

  
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 Section 6.13 Restrictions on Amendments of Certain Documents. 

(a) The Borrower will not, and will not permit any Restricted Subsidiary to amend their organizational documents in a manner that is materially
adverse to the Lenders. 
 (b) The Borrower will not, and will not permit any Restricted Subsidiary to amend the terms of any Junior Debt in
a manner that is materially adverse to the Lenders. 
 Section 6.14 Lines of Business. The Borrower and its Restricted Subsidiaries
will not engage in any material line of business other than the lines of business conducted by the Borrower and its Restricted Subsidiaries on the Closing Date and any Related Business. 

ARTICLE VII 
 Events of Default

 Section 7.01 Events of Default. If any of the following events (“Events of Default”) shall occur: 

(a) the Borrower shall fail to pay any principal of any Loan or any LC Disbursement 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 otherwise; 
 (b) the Borrower shall
fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Section 7.01) payable under this Agreement, when and as the same shall become due and payable, and such failure
shall continue unremedied for a period of five Business Days; 
 (c) any representation or warranty made or deemed made by or
on behalf of the Borrower or any other Loan Party in this Agreement or any other Loan Document or any amendment, modification or waiver in respect thereof, or in any certificate furnished pursuant to this Agreement or any other Loan Document or any
amendment, modification or waiver in respect thereof, shall prove to have been incorrect in any material respect when made or deemed made; 

(d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, 5.03
(with respect to the Borrower’s existence) or 5.08 or in Article VI; provided that the Borrower’s failure to perform or observe the covenant set forth in Section 6.10(b) shall not constitute an Event of Default for purposes of
any Term Facilities unless and until the Required Revolving Lenders have actually terminated the Revolving Commitments as a result thereof (the “Term Loan Standstill Period”); 

(e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement or any
other Loan Document to which it is a party (other than those specified in clause (a), (b), (c) or (d) of this Section 7.01), and such failure shall continue unremedied for a period of 30 days after written notice thereof from the
Administrative Agent to the Borrower (which notice will be given at the request of any Lender); 
 (f) the Borrower or any
Restricted Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable after any applicable grace period therefor;

 (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity
or that enables or permits (with or without the giving of notice) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment,
repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) 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; 

  
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 (h) an involuntary proceeding shall be commenced or an involuntary petition
shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Material Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Material Subsidiary or for a substantial part of its assets,
and, in any such case, 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) the Borrower or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking
liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate
manner, any proceeding or petition described in clause (h) of this Section 7.01, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any
Restricted Subsidiary or for a substantial part of its assets, (iv) file an 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) take any action for the purpose of effecting any of the foregoing; 
 (j) one or more judgments for the payment of
money in an aggregate amount in excess of
$50,000,00025,000,000 (to the extent not adequately covered by insurance) shall be rendered against the Borrower, any Material Subsidiary or any combination thereof and the same shall remain undischarged for a period of 60 consecutive
days during which execution shall not be effectively stayed; 
 (k) the occurrence of one or more ERISA Events in an
aggregate amount in excess of
$50,000,00025,000,000; 
 (l) at any time, the Collateral Documents shall cease, for any reason, to be
in full force and effect, or any Loan Party shall so assert in writing, or any material Lien created by the Collateral Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby (except, in each case,
as permitted under the Loan Documents); provided however that no Event of Default shall occur under this clause (l) if the aggregate book value of Collateral not subject to a first priority perfected security interest or Lien is at any time
less than or equal to $25,000,000; 
 (m) this Agreement or the Guarantee Agreement shall cease, for any reason, to be in
full force and effect, or any Loan Party shall so assert in writing, except as permitted under the Loan Documents; or 
 (n)
a Change of Control shall occur; 
 then, and in every such event (other than an event with respect to the Borrower described in clause (h) or
(i) of this Section 7.01), and at any time thereafter during the continuance of such event, the Administrative Agent, at the request of the Required Lenders (except, prior to the expiration of the Term Loan Standstill Period, with respect
to an Event of Default arising solely from the Borrower’s failure to observe the covenant set forth in Section 6.10(b)) or, to the extent such Event of Default comprises an Event of Default arising from the Borrower’s failure to
perform or observe the covenant set forth in Section 6.10(b), at the request of the Required Revolving Lenders only (and in such case only with respect to the Revolving Commitments, Revolving Loans and any Letters of Credit) shall, by notice to
the Borrower, take any or all of the following actions, at the same or different times: (i) terminate the Revolving Commitments, and thereupon the Revolving Commitments shall terminate immediately, (ii) declare the Loans then outstanding
to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable during the continuation of such event) by the Borrower, and thereupon the principal of the
Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of
any kind (other than notice from the Administrative Agent), all of which are hereby waived by the Borrower and (iii) require all outstanding Letters of Credit to be cash collateralized in accordance with Section 2.17(k); and in case of any
event with respect to the Borrower described in clause (h) or (i) of this Section 7.01, the Revolving Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon
and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable and the Letters of Credit shall automatically be required to be cash collateralized in accordance with Section 2.17(k), without
presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. 

  
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 ARTICLE VIII 

The Administrative Agent 

Section 8.01 Appointment and Authorization. Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative
Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and the other Loan Documents, together with such actions and
powers as are reasonably incidental thereto. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential counterparty to a Specified Swap
Agreement and a potential Cash Management Bank) and the Issuing Banks hereby irrevocably appoint and authorize the Administrative Agent to act as the agent of such Lender or Issuing Bank for purposes of acquiring, holding and enforcing any and all
Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and
any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and
remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article VIII and Article IX (including Section 9.04, as though such co-agents, sub-agents and
attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. 

Section 8.02 Administrative Agent and Affiliates. The bank serving as the Administrative Agent hereunder shall have the same rights and
powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business
with the Borrower or any Restricted Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. 
 Section
8.03 Action by Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and the other Loan Documents. Without limiting the generality of the foregoing, (a) the
Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section 9.02 or 9.03), and (c) except as expressly set forth herein, the Administrative Agent shall not 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 Restricted Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not
be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 or 9.03)
or otherwise, in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the
Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document,
(ii) the contents of any certificate, report or other document delivered under or in connection with this Agreement or any other Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or
conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Loan Documents or any other agreement, instrument or document, (v) the creation,
perfection or priority of any Lien purported to be created by the Collateral Documents or the value or sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein or in any other Loan
Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 

  
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 Section 8.04 Consultation with Experts. 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 believed by it to be genuine and to have been signed or sent 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 be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal
counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 

Section 8.05 Delegation of Duties. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or
through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory
provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines
in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct with respect to the actions of such sub-agents or their selection. 

Section 8.06 Successor Administrative Agent. 

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and the Borrower. Upon receipt of
any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the
United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, (or such earlier day as shall
be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative
Agent meeting the qualifications set forth above, provided that in no event shall an such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in
accordance with such notice on the Resignation Effective Date. 
 (b) If the Person serving as Administrative Agent is a Defaulting Lender
pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the
Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal
Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. 

(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed
Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Banks
under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then
owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Banks directly, until
such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested
with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 9.06 and other than any rights to indemnity payments or other amounts owed to the retiring or removed
Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or


  
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under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as
those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this
Article and Section 9.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them
(i) while the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents,
including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

 (d) Any resignation or removal by Bank of America, N.A. as Administrative Agent pursuant to this Section shall also constitute its
resignation as Issuing Bank and Swing Line Lender. If Bank of America, N.A. resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of the Issuing Bank hereunder with respect to all Letters of Credit outstanding as
of the effective date of its resignation as Issuing Bank and all LC Exposure with respect thereto, including the right to require the Lenders to make ABR Loans or fund risk participations. If Bank of America, N.A. resigns as Swing Line Lender, it
shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make ABR Loans or
fund risk participations in outstanding Swing Line Loans. Upon the appointment by the Borrower of a successor Issuing Bank or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such
successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swing Line Lender, as applicable, (b) the retiring Issuing Bank and Swing Line Lender shall be discharged from
all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such
succession or make other arrangements satisfactory to Bank of America, N.A. to effectively assume the obligations of Bank of America, N.A. with respect to such Letters of Credit. 

Section 8.07 Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or
any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon
the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other
Loan Document, any related agreement or any document furnished hereunder or thereunder. 
 Section 8.08 Lead Arrangers; Co-Syndication
Agent; Co-Documentation Agents. Notwithstanding anything to the contrary herein, none of the Lead Arrangers, the Co-Syndication Agent or Co-Documentation Agents shall have any powers, duties or responsibilities under this Agreement or any of the
other Loan Documents, except in its capacity, if applicable, as the Administrative Agent, a Lender, the Swing Line Lender or an Issuing Bank. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lead Arrangers, the
Co-Syndication Agent or the Co-Documentation Agents in deciding to enter into this Agreement or any other Loan Document or in taking or not taking any action hereunder or thereunder. 

Section 8.09 Tax Indemnification by the Lenders. To the extent required by any applicable Requirements of Law, the Administrative Agent
may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 2.14, each Lender shall indemnify and hold harmless the Administrative Agent against,
and shall make payable in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative
Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the
account of such Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered
the exemption from, or reduction of withholding Tax ineffective). A certificate as to the amount of 

  
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such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and
apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 8.09. The agreements in this Section 8.09 shall survive the
resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the commitments and the repayment, satisfaction or discharge of all other Obligations. For the avoidance of
doubt, for purposes of this Section 8.09, the term “Lender” includes any Issuing Bank and the Swing Line Lender. 
 Section
8.10 Administrative Agent May File Proofs of Claim; Credit Bidding. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of
whether the principal of any Loan or LC Exposure shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and
empowered, by intervention in such proceeding or otherwise 
 (a) to file and prove a claim for the whole amount of the principal and
interest owing and unpaid in respect of the Loans, LC Exposure and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and
the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Banks and the Administrative Agent and their respective agents and counsel and all other amounts due the
Lenders, the Issuing Banks and the Administrative Agent under this Agreement) 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 any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the Issuing Banks 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 this Agreement. 
 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
to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank or in any such proceeding. 
 The
Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders (and, if Priority Payment Obligations are then outstanding, the Required Revolving Lenders), to credit bid all or any portion of the
Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition
vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any
similar Laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent
(whether by judicial action or otherwise) in accordance with any applicable Law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis
(with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of
the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In
connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided
that any 

  
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actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or
indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 9.02 or Section 9.03 of this Agreement,
and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the
acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition
vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. 

Section 8.11 Obligations Under Cash Management Agreements and Specified Swap Agreements. No Cash Management Bank or Hedge Bank that
obtains the benefits of any Loan Document 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 VIII to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Cash Management Obligations or Obligations arising under Specified
Swap Agreements unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case
may be. 
 Section 8.12 Certain ERISA Matters. 

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

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

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

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

(i) none of the Administrative Agent or any other Lead Arranger or any of their respective Affiliates is a fiduciary with
respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto), 

(ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in,
administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or
other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E), 

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

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

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

  
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 ARTICLE IX 

Miscellaneous 
 Section
9.01 Notices. 
 (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and except
as provided in clause (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 facsimile or
electronic mail as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: 

(i) if to the Borrower, the Administrative Agent, any Issuing Bank or the Swingline Lender, to the address, facsimile number,
electronic mail address or telephone number specified for such Person on Schedule 9.01; and 
 (ii) if to any other
Lender, to the address, facsimile number, electronic mail address or tele-phone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative
Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower). 
 Notices and other
communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile 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 and other communications delivered through electronic
communications to the extent provided in clause (b) below shall be effective as provided in such clause (b). 
 (b) Notices and other
communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished by electronic communication (including e-mail, FpML messaging, and Internet or intranet web-sites) pursuant to procedures approved by the Administrative
Agent; provided that the foregoing shall not apply to notices to any Lender or Issuing Bank pursuant to Article II if such Lender or the Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving
notices under such Article by electronic communication. The Administrative Agent, the Swingline Lender, any Issuing Bank or the Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed
received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or
communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication
is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or
communication shall be deemed to have been sent at the opening of business on the next business day for the recipient. 
 (c) THE PLATFORM IS
PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR
OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no 

  
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event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, the Issuing Bank or any
other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials or
notices through the Platform, any other electronic messaging service, or through the Internet. 
 (d) Each of the Borrower, the
Administrative Agent, each Issuing Bank and the Swing Line Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address,
facsimile or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, each Issuing Bank and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from
time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and
(ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar
designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and Requirements of Law, including United States Federal and
state securities Requirements of Law, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to
the Borrower or its securities for purposes of United States Federal or state securities laws. 
 (e) The Administrative Agent, the Issuing
Banks and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices, Committed Loan Notices, notices with request to Letters of Credit under Section 2.17 and Swing Line Loan Notices) purportedly given by or on
behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the
recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, the Issuing Banks, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the
reliance by such Per-son on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the
parties hereto hereby consents to such recording. 
 Section 9.02 Waivers; Amendments. 

(a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The
rights and remedies of the Administrative Agent and the Lenders hereunder 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 any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for
the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of
such Default at the time. 
 (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived,
amended, amended and restated or modified except as provided in Sections 2.02, 2.19 and 2.20 or pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders and acknowledged by the Administrative Agent or
by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce or
forgive the principal amount of any Loan or LC Disbursement or reduce or forgive the rate of interest thereon, or reduce or forgive any fees payable hereunder, without the written consent of each Lender directly affected thereby (it being understood
that the waiver of (or amendment to the terms of) any obligation to pay amounts pursuant to Section 2.10(c) or any waiver or any change to the definition 

  
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of “Consolidated Leverage Ratio,” “Interest Coverage Ratio” or “Consolidated Secured Leverage Ratio” or a defined term related thereto shall not constitute a
reduction or forgiveness of principal, interest or fees), (iii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any
such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby, (iv) change Section 2.15, the definition of “Priority Payment Obligations” (if
such change would exclude any previously included Obligations therefrom) or the Pari Intercreditor Agreement without the written consent of each Lender adversely affected thereby, (v) except as provided in Section 9.16, release all or
substantially all of the Collateral securing the Obligations or all or substantially all of the value of the Guarantees provided by the Guarantors taken as a whole without the written consent of each Lender, or (vi) change any of the provisions
of this Section or the definition of “Required Lenders,” “Required Revolving Lenders,” “Required Term 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 written consent of each Lender; provided that such provisions may be amended or amended and restated pursuant to the establishment of
Incremental Term Loans pursuant to Section 2.02 in order to restrict affiliated lenders and other persons from being included in such definitions; provided, further, that (A) no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent, the Swing Line Lender or any Issuing Bank hereunder without the prior written consent of the Administrative Agent, the Swing Line Lender or such Issuing Bank, as the case may be, (B) no
such agreement shall amend, modify or waive the provisions of Section 6.02, 6.04, 6.10 (including, in each case, the component definitions thereof, solely to the extent such definitions are used in such Section (but not otherwise)) or 6.11 or
remove or reduce any restriction on prepaying, redeeming or otherwise acquiring Junior Debt or Term Loans without the consent of the Required Revolving Lenders and (C) no such Agreement shall increase the amount of Obligations permitted by this
Agreement and the Pari Intercreditor Agreement to be included in “Priority Payment Obligations” without the consent of the Required Revolving Lenders and the Required Term Lenders. 

(c) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made (including by amendment and
restatement) with the consent of the Borrower and the Administrative Agent (but without the consent of any Lender) to the extent necessary (A) to effectuate any Incremental Facilities, Replacement Revolving Facility Commitments, Replacement
Revolving Loans, Extended Revolving Commitments and Extended Revolving Loans in a manner consistent with Sections 2.02, 2.19 and 2.20 and as may be necessary to establish such Incremental Facilities, Extended Revolving Commitments, Term Loans,
Replacement Revolving Facility Commitments, Replacement Revolving Loans or Extended Revolving Loans as a separate Class or tranche from any existing Term Loans, Revolving Commitments or Revolving Loans, as applicable, and, in the case of Extended
Term Loans, to reduce the amortization schedule of the related existing Class of Term Loans proportionately, (B) to incorporate terms favorable to the Lenders in accordance with the definitions of “Permitted Junior Lien Debt”,
“Permitted Other First Lien Debt” or “Permitted Unsecured Indebtedness” or (C) to cure any ambiguity, omission, error, defect or inconsistency and, in each case under this clause (C), such amendment shall become effective
without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within ten Business Days following receipt of notice thereof. 

(d) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, only the consent of the Required Revolving Lenders
shall be necessary to (1) waive or consent to a waiver of an Event of Default under Section 7.01(d) (solely with respect to Section 6.10(b)), (2) modify or amend Section 6.10(b) (including, in each case, the component
definitions thereof, solely to the extent such definitions are used in such Section (but not otherwise)) or this clause (d) or (3) waive any conditions precedent to Revolving Borrowings required pursuant to Article IV. 

Section 9.03 No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, the Issuing Bank or the Administrative Agent to
exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are
cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. 

  
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 Notwithstanding anything to the contrary contained herein or in any other Loan Document (but
subject to the terms of the Pari Intercreditor Agreement), the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and
proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.01 for the benefit of all the Lenders and the Issuing Banks; provided,
however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the
other Loan Documents, (b) any Issuing Bank or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuing Bank or Swing Line Lender, as the case may be) hereunder and under the
other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 9.09 (subject to the terms of Section 2.15 and the Pari Intercreditor Agreement), or (d) any Lender from filing proofs of claim or
appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent
hereunder and under the other Loan Documents, then (i) subject to the Pari Intercreditor Agreement, the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 7.01 and (ii) in
addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to the Pari Intercreditor Agreement and Section 2.15, any Lender may, with the consent of the Required Lenders, enforce any rights and
remedies available to it and as authorized by the Required Lenders. 
 Section 9.04 Expenses; Indemnity; Damage Waiver. 

(a) The Borrower shall pay (i) all reasonable, documented, out-of-pocket expenses incurred by the Administrative Agent and its Related
Parties (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and
administration of this Agreement and the other Loan Documents or any amendments, restatements, modifications or waivers (or any proposed amendments, restatements, modifications or waivers) of the provisions hereof or thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable, documented, out-of-pocket expenses incurred by the Issuing Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or
any demand for payment thereunder and (iii) all reasonable, documented, out-of-pocket expenses incurred by the Administrative Agent, any Lender or any Issuing Bank (including the fees, charges and disbursements of any counsel for the
Administrative Agent, any Lender or any Issuing Bank) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in
connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable, documented, out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. 

(b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Issuing Bank, and each Related
Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable, documented, out-of-pocket
related expenses (including the reasonable, documented fees, charges and disbursements (A) one primary counsel for all Indemnitees in any one action and (B) one local counsel in each applicable jurisdiction unless, in each case, in the
reasonable opinion of such counsel representation of all Indemnitees would be inappropriate due to the existence of an actual or potential conflict of interest owed to any unaffiliated third party) that may be incurred by any Indemnitee or asserted
against any Indemnitee by any third party or by any Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and
any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the
applicable Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or
release of Hazardous Materials on or from any property owned or operated by a Borrower or any of its Subsidiaries, or any action or proceeding relating to Environmental Laws related in any way to a Borrower or any of its Subsidiaries, or
(iv) any actual or prospective 

  
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claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any
other Loan Party or by any such persons directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory
or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Borrower against an Indemnitee for breach in bad faith or a material
breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. 

(c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this
Section to be paid by the Borrower to the Administrative Agent (or any sub-agent thereof), an Issuing Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such
Issuing Bank or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or such Issuing Bank in its capacity as such, or against
any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or an Issuing Bank in connection with such capacity. 

(d) To the fullest extent permitted by applicable law, the parties shall not assert, and each hereby waives, any claim against any Indemnitee,
on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that the foregoing shall not in any way limit the indemnification obligations of the
Borrower pursuant to clause (b) above to the extent that such special, indirect, consequential or punitive damages are included in any claim by a third party unaffiliated with the applicable Indemnitee with respect to which the applicable
Indemnitee is entitled to indemnification pursuant to clause (b) above. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials
distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or
thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. 

(e) All amounts due under this Section shall be payable not later than ten Business Days after demand therefor. 

(f) The agreements in this Section shall survive the resignation of the Administrative Agent and any Issuing Bank, the replacement of any
Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations. 
 Section 9.05
Successors and Assigns. 
 (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the
extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

  
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 (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may
assign to one or more assignees (“assignee” or “assignees”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitments and the Loans at the time
owing to it) with the prior written consent of: 
 (A) the Borrower (such consent not to be unreasonably withheld or
delayed); provided that no consent of the Borrower shall be required for an assignment (i) of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund, (ii) of a Revolving Commitment or Revolving Loans to a Revolving
Lender or an Affiliate of a Revolving Lender or (iii) if an Event of Default pursuant to Section 7.01(a), (b), (h) or (i) has occurred and is continuing, any other assignee; provided, further, that the Borrower
shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice of the proposed assignment; 

(B) the Administrative Agent (such consent not to be unreasonably withheld or delayed), provided that no consent of the
Administrative Agent shall be required for an assignment of any Term Loan to an assignee that is a Lender, an Affiliate of a Lender or an Approved Fund; and 

(C) in the case of an assignment of a Revolving Commitment, each Issuing Bank and the Swing Line Lender (each such consent not
to be unreasonably withheld or delayed). 
 (ii) Assignments shall be subject to the following additional conditions: 

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount
of the assigning Lender’s Revolving Commitment or Loans of any Class, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent) shall not be less than (x) with respect to the Revolving Facility, $5,000,000 and (y) with respect to Term Loans, $1,000,000, in each case, unless each of the Borrower and the
Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default under clause (a), (b), (h) or (i) of Article VII has occurred and is continuing; 

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights
and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of its Revolving Commitments or
Revolving Loans; 
 (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment
and Assumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in its sole discretion); 

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and

 (E) the assignee shall not be (i) the Borrower or any of the Borrower’s Affiliates except in accordance with
Section 2.21 and clause (e) below or (ii) a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person); and 

  
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 (F) no Ineligible Institution shall constitute a permitted assignee under
this Agreement. 
 (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the
effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of
the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.14 and 9.04). Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this Section 9.05 shall be null and void. 
 (iv) The
Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of
the Lenders, and the Commitments of, and principal amount (and related interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive
absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender (with respect to such Lender’s own interests only), at any reasonable time and from time to time upon reasonable prior notice. 

(v) Upon its receipt of a duly completed Assignment and Assumption with respect to a permitted assignment 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 (unless waived), and any written
consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for
purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. 
 (c) (i) Any Lender may, without
the consent of the Borrower or the Administrative Agent, sell participations to one or more banks, institutions 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 and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement and the other Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan
Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) or the first proviso to Section 9.03(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower
agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.14 (subject to the requirements and limitations of such Sections; provided that any documentation required to be provided pursuant to
Section 2.14(e) shall be provided solely to the participating Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 9.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.15(e) 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 on which it enters the name and address of each Participant and the principal amounts (and related interest) of each Participant’s interest in
the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any
Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person 

  
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except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding or other governmental inquiry to establish that such commitment, loan, letter of credit
or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the parties hereto shall treat each Person
whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. 

(ii) A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.14 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such Participant, except to the extent such entitlement to receive a greater payment results from a Change in Law after the Participant becomes a Participant. 

(d) 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 without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank or other applicable central bank that governs or regulates the activities of such Lender, and this Section shall not
apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto. 
 (e) Any Lender may, so long as no Event of Default has occurred and is continuing and no Revolving Loans or
Swing Line Loans are outstanding after giving effect thereto, at any time, assign all or a portion of its rights and obligations with respect to Term Loans under this Agreement to the Borrower or one of its Subsidiaries through (x) Dutch
auctions open to all Lenders on a pro rata basis in accordance with procedures of the type described in Section 2.21 or (y) notwithstanding any other provision in this Agreement, open market purchase on a non-pro rata basis;
provided that in connection with assignments pursuant to clauses (x) and (y) above: 
 (i) if a Subsidiary
is the assignee, upon such assignment, transfer or contribution, such Subsidiary shall automatically be deemed to have contributed the principal amount of such Term Loans, plus all accrued and unpaid interest thereon, to the Borrower; or 

(ii) if the assignee is the Borrower (including through contribution or transfers set forth in clause (i) above), (A) the
principal amount of such Term Loans, along with all accrued and unpaid interest thereon, so contributed, assigned or transferred to the Borrower shall be deemed automatically cancelled and extinguished on the date of such contribution, assignment or
transfer, (B) the aggregate outstanding principal amount of Term Loans of the remaining Lenders shall reflect such cancellation and extinguishing of the Term Loans then held by the Borrower and (C) the Borrower shall promptly provide
notice to the Administrative Agent of such contribution, assignment or transfer of such Term Loans, and the Administrative Agent, upon receipt of such notice, shall reflect the cancellation of the applicable Term Loans in the Register; 

(iii) the Borrower shall be in compliance with Section 6.10 on a pro forma basis; 

(iv) the Borrower and its subsidiaries shall not purchase more than 50% of the aggregate principal amount of the Term Loans
outstanding on the Closing Date; 
 (v) all parties to the relevant transactions shall render customary “big-boy”
disclaimer letters; and 
 (vi) at the time any the Borrower or any of its Subsidiaries is making purchases of Term Loans it
shall enter into an assignment and assumption agreement reasonably satisfactory to the Administrative Agent documenting the foregoing; 

  
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 Section 9.06 Survival. All covenants, agreements, representations and warranties made
by any Loan Parties herein, in the other Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or the other Loan Documents shall be considered to have been relied upon by the other
parties hereto and shall survive the execution and delivery of this Agreement and the other Loan Documents and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the
Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Revolving Commitments have not expired or terminated. The provisions of Sections 2.12, 2.13, 2.14 and 9.04 and
Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments, any assignment of rights by or
replacement of a Lender or the termination of this Agreement or any provision hereof. 
 Section 9.07 Counterparts; Integration;
Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This
Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent or the Lead Arranger constitute the entire contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective as provided in Section 4.01, and thereafter shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by email or telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. 

Section 9.08 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a
particular jurisdiction shall not invalidate such provision in any other jurisdiction. 
 Section 9.09 Right of Setoff. If an Event
of Default shall have occurred and be continuing, each Lender and each of its Affiliates 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 obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter
existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in
addition to other rights and remedies (including other rights of setoff) which such Lender may have. Each Lender agrees to notify the Administrative Agent promptly after any such setoff and application; provided that the failure to give such
notice shall not affect the validity of such setoff and application. 
 Section 9.10 Governing Law; Jurisdiction; Consent to Service of
Process. 
 (a) This Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract
or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby (including any power of attorney set
forth in the Loan Documents) and thereby shall be governed by and construed in accordance with the law of the State of New York. 
 (b) The
Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the
Administrative Agent, any Lender, any Issuing Bank or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State
of New York sitting in New York County, and of the United States District Court of the Southern District of New York sitting in New York County, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally
submits to the jurisdiction of such courts and agrees that all claims in respect of any such action or proceeding may be 

  
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heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, any Lender, the
Swing Line Lender or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against the Borrower or any other Loan Party or their respective properties in the courts of any
jurisdiction. 
 (c) The Borrower and each other Loan Party 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 court referred to in paragraph
(b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in
this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 
 Section 9.11
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 ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT,
THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED TO
IT, 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 DOCUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 
 Section 9.12 Headings. Article and
Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 

Section 9.13 Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory or self-regulatory authority,
(c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any other Loan
Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this
Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower, (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or an
agreement described in clause (f) hereof or (ii) becomes available to the Administrative Agent or any Lender on a non-confidential basis from a source other than the Borrower, (i) on a confidential basis to (x) any rating agency
in connection with rating the Borrower or any of its subsidiaries or the Loans hereunder, (y) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the facilities or
(z) market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent in connection with the administration and management of this Agreement and the other Loan Documents or
(j) subject to an agreement containing provisions substantially the same as those of this Section, to any Person to whom or for whose benefit that such Lender pledges 

  
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or assigns a security interest pursuant to Section 9.05(d). For the purposes of this Section, “Information” means all information received from the Borrower or its
Affiliates relating to the Borrower, its subsidiaries or their businesses, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by the Borrower or its Affiliates
and other than information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry. Any Person required to maintain the confidentiality of Information
as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would reasonably accord to its own
confidential information. 
 Subject to Section 9.18, each Lender acknowledges that information furnished to it pursuant to this
Agreement or the other Loan Documents may include material non-public information concerning the Borrower and its Affiliates and their related parties or their respective securities, and confirms that it has developed compliance procedures regarding
the use of material non-public information and that it will handle such material non-public information in accordance with those procedures and applicable law, including Federal and state securities laws. 

Subject to Section 9.18, all information, including requests for waivers and amendments, furnished by the Borrower or the Administrative
Agent pursuant to, or in the course of administering, this Agreement or the other Loan Documents will be syndicate-level information, which may contain material non-public information about the Borrower and its Affiliates and their related parties
or their respective securities. Accordingly, each Lender represents to the Borrower and the Administrative Agent that it has identified in its administrative questionnaire a credit contact who may receive information that may contain material
non-public information in accordance with its compliance procedures and applicable law, including Federal and state securities laws. 

Section 9.14 USA PATRIOT Act. Each Lender subject to the Act hereby notifies the Borrower that pursuant to the requirements of the USA
PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is hereby required to obtain, verify and record information that identifies the Borrower, which information includes the name and
address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act. 
 Section
9.15 Collateral and Guarantee Matters. 
 (a) The Lenders irrevocably authorize the Administrative Agent to enter into the Pari
Intercreditor Agreements and any other customary intercreditor agreement or arrangement in form and substance reasonably satisfactory to the Administrative Agent with the holders of any Indebtedness secured by Liens on the Collateral (or any agent
thereof) permitted under this Agreement that in the good faith determination of the Administrative Agent is necessary to effectuate the incurrence of such Indebtedness. 

(b) Any Lien on any property granted to or held by the Administrative Agent under any Loan Document shall automatically be released
(i) upon all of the Obligations (other than (x) (A) Cash Management Obligations and (B) Obligations under Specified Swap Agreements not yet due and payable, and (y) contingent obligations not yet accrued and payable) having
been paid in full, all Letters of Credit having been cash collateralized or otherwise back-stopped (including by “grandfathering” into any future credit facilities), in each case, on terms reasonably satisfactory to the relevant Issuing
Bank in its sole discretion, or having expired or having been terminated, and the Total Revolving Commitments having expired or having been terminated, (ii) upon any sale, transfer or other disposition not prohibited hereunder or under any
other Loan Document to any Person other than a Loan Party, (iii) subject to Section 9.02, if approved, authorized or ratified in writing by the Required Lenders, (iv) owned by a Subsidiary Guarantor upon (or substantially
simultaneously with) release of such Subsidiary Guarantor from its obligations under its Guarantee Agreement pursuant to clause (c) below, or (v) as expressly provided in the Collateral Documents. 

(c) Any Subsidiary Guarantor shall automatically be released from its obligations under the Guarantee Agreement (A) in the event of
dissolution of such Person, (B) if such Person is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this Agreement, upon (or substantially
simultaneously with) effectiveness of such designation or when it first ceases to be a Restricted Subsidiary, respectively, (C) if the obligations under this Agreement are discharged in accordance with the terms of this Agreement or (D) as
otherwise expressly provided in the Guarantee Agreement. 

  
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 (d) 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, release any Subsidiary Guarantor from its obligations under the Guarantee Agreement, or enter into an intercreditor agreement
pursuant to this Section 9.15. In each case as specified in this Section 9.15, the Administrative Agent will, at the Loan Parties’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may
reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Subsidiary Guarantor from its obligations under the Guarantee Agreement, in
each case in accordance with the terms of the Loan Documents and this Section 9.15; subject to receipt by the Administrative Agent of a certificate of an authorized officer of the Borrower certifying that such transaction and release are
permitted under this Agreement and the other Loan Documents. 
 Section 9.16 No Advisory or Fiduciary Relationship. In connection
with all aspects of each transaction contemplated hereby, the Borrower acknowledges and agrees for itself and on behalf of the Loan Parties that (i) the Revolving Facility provided for hereunder and any related arranging or other services in
connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between the Loan Parties, on the one hand, and the Agent Parties and
the Lenders, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any
amendment, waiver or other modification hereof or thereof); (ii) in connection with the process leading to such transaction, each of the Agent Parties and the Lenders is and has been acting solely as a principal and is not the agent or
fiduciary for the Loan Parties; (iii) the Lead Arrangers, Agent Parties and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, those of the Borrower and
its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (iv) the Agent Parties and the Lenders have not provided
and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Loan Parties have
consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate. 
 Section 9.17 Platform;
Borrower Materials. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers may, but shall not be obligated to, make available to the Lenders and the Issuing Banks materials and/or information provided
by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system (the
“Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the
respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to
identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word
“PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the Issuing Banks and the
Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities
laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made
available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being
suitable only for posting on a portion of the Platform not designated “Public Side Information.” 

  
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 Section 9.18 Electronic Execution of Assignments and Certain Other Documents. The
words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including
without limitation Assignment and Assumptions, amendments or other loan notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms
approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the
case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on
the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless
expressly agreed to by the Administrative Agent pursuant to procedures approved by it. 
 Section 9.19 Acknowledgement and Consent to
Bail-In of EEA Financial Institutions. Solely to the extent any Lender or Issuing Bank that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement,
arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or Issuing Bank that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may
be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may
be payable to it by any Lender or Issuing Bank that is an EEA Financial Institution; and 
 (b) the effects of any Bail-In Action on any such
liability, including, if applicable: 
 (A) a reduction in full or in part or cancellation of any such liability; 

(B) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial
Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such
liability under this Agreement or any other Loan Document; or 
 (C) the variation of the terms of such liability in
connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. 
 Section 9.20 Pari Intercreditor
AgreementSection 9.21 . The provisions of the Pari Intercreditor Agreement shall at all times apply to the
Obligations and Secured Parties even if the Pari Intercreditor Agreement is not in effect at such time. 
 Section 9.21 Acknowledgement Regarding Any Supported QFCs. 

To the extent that the Loan
Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties
acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with
the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may
in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):  

(a) In the
event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and
any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC 


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

(b) As used
in this Section 9.21, the following terms have the following meanings: 

“BHC Act
Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party. 

“Covered
Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and
interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


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

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

[Signature pages intentionally removed] 

  
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