EX-10.2



 Exhibit 10.2 

EXECUTION VERSION 
 TERM
CREDIT AND GUARANTY AGREEMENT 
 dated as of April 30, 2014, 

among 
 ENTEGRIS, INC.,

 CERTAIN SUBSIDIARIES OF ENTEGRIS, INC., 

as Guarantors, 
 THE
LENDERS PARTY HERETO 
 and 

GOLDMAN SACHS BANK USA, 

as Administrative Agent and Collateral Agent 
  

 
 GOLDMAN SACHS
BANK USA, 
 as Sole Lead Arranger, Sole Bookrunner and Sole Syndication Agent 

 
  

$460,000,000 Senior Secured Term Credit Facility 
  

 







 TABLE OF CONTENTS 

 

									
	 	 	 	 	 	 	Page	 
		
	SECTION 1. DEFINITIONS AND INTERPRETATION	 	 	1	  
		 	1.1.	 	 Definitions
	 	 	1	  
		 	1.2.	 	 Accounting Terms; Pro Forma Calculations
	 	 	63	  
		 	1.3.	 	 Interpretation, Etc
	 	 	65	  
		 	1.4.	 	 Currency Translation
	 	 	65	  
		 	1.5.	 	 Classification of Loans and Borrowings
	 	 	66	  
		 	1.6.	 	 Effectuation of Transactions
	 	 	66	  
		
	SECTION 2. LOANS	 	 	66	  
		 	2.1.	 	 Loans
	 	 	66	  
		 	2.2.	 	 [Reserved]
	 	 	67	  
		 	2.3.	 	 [Reserved]
	 	 	67	  
		 	2.4.	 	 [Reserved]
	 	 	67	  
		 	2.5.	 	 Pro Rata Shares; Obligations Several; Availability of Funds
	 	 	67	  
		 	2.6.	 	 Use of Proceeds
	 	 	68	  
		 	2.7.	 	 Evidence of Debt; Register; Notes
	 	 	68	  
		 	2.8.	 	 Interest on Loans
	 	 	69	  
		 	2.9.	 	 Conversion/Continuation
	 	 	70	  
		 	2.10.	 	 Default Interest
	 	 	71	  
		 	2.11.	 	 Fees
	 	 	71	  
		 	2.12.	 	 Scheduled Installments; Repayment on Maturity Date
	 	 	71	  
		 	2.13.	 	 Voluntary Prepayments/Commitment Reductions; Call Protection
	 	 	72	  
		 	2.14.	 	 Mandatory Prepayments
	 	 	73	  
		 	2.15.	 	 Application of Prepayments; Waivable Mandatory Prepayments
	 	 	78	  
		 	2.16.	 	 General Provisions Regarding Payments
	 	 	79	  
		 	2.17.	 	 Ratable Sharing
	 	 	80	  
		 	2.18.	 	 Making or Maintaining Eurodollar Rate Loans
	 	 	81	  
		 	2.19.	 	 Increased Costs; Capital Adequacy
	 	 	83	  
		 	2.20.	 	 Taxes; Withholding, Etc
	 	 	84	  
		 	2.21.	 	 Obligation to Mitigate
	 	 	88	  
		 	2.22.	 	 Defaulting Lenders
	 	 	88	  
		 	2.23.	 	 Replacement and Termination of Lenders
	 	 	89	  
		 	2.24.	 	 Incremental Term Facilities
	 	 	90	  
		 	2.25.	 	 Extension Offers
	 	 	92	  
		 	2.26.	 	 Refinancing Term Facilities
	 	 	94	  
		
	SECTION 3. CONDITIONS PRECEDENT	 	 	96	  
		
	SECTION 4. REPRESENTATIONS AND WARRANTIES	 	 	99	  
		 	4.1.	 	 Organization; Requisite Power and Authority; Qualification
	 	 	99	  
		 	4.2.	 	 Equity Interests and Ownership
	 	 	100	  
		 	4.3.	 	 Due Authorization
	 	 	100	  
		 	4.4.	 	 No Conflict
	 	 	100	  
		 	4.5.	 	 Governmental Approvals
	 	 	100	  


  
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		 	4.6.	 	 Binding Obligation
	 	 	100	  
		 	4.7.	 	 Historical Financial Statements; Pro Forma Financial Statements
	 	 	100	  
		 	4.8.	 	 No Material Adverse Change
	 	 	101	  
		 	4.9.	 	 Adverse Proceedings
	 	 	101	  
		 	4.10.	 	 Payment of Taxes
	 	 	101	  
		 	4.11.	 	 Properties
	 	 	101	  
		 	4.12.	 	 Environmental Matters
	 	 	102	  
		 	4.13.	 	 No Defaults
	 	 	103	  
		 	4.14.	 	 Governmental Regulation
	 	 	103	  
		 	4.15.	 	 Federal Reserve Regulations
	 	 	103	  
		 	4.16.	 	 Employee Matters
	 	 	103	  
		 	4.17.	 	 Employee Benefit Plans
	 	 	103	  
		 	4.18.	 	 Solvency
	 	 	104	  
		 	4.19.	 	 Compliance with Laws
	 	 	104	  
		 	4.20.	 	 Disclosure
	 	 	104	  
		 	4.21.	 	 Collateral Matters
	 	 	105	  
		 	4.22.	 	 Insurance
	 	 	106	  
		 	4.23.	 	 Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act
	 	 	106	  
		
	SECTION 5. AFFIRMATIVE COVENANTS	 	 	107	  
		 	5.1.	 	 Financial Statements and Other Reports
	 	 	107	  
		 	5.2.	 	 Existence
	 	 	111	  
		 	5.3.	 	 Payment of Taxes and Claims
	 	 	111	  
		 	5.4.	 	 Maintenance of Properties
	 	 	111	  
		 	5.5.	 	 Insurance
	 	 	112	  
		 	5.6.	 	 Books and Records; Inspections
	 	 	112	  
		 	5.7.	 	 Lenders Meetings
	 	 	113	  
		 	5.8.	 	 Compliance with Laws
	 	 	113	  
		 	5.9.	 	 Environmental Matters
	 	 	113	  
		 	5.10.	 	 Subsidiaries
	 	 	114	  
		 	5.11.	 	 Additional Collateral
	 	 	114	  
		 	5.12.	 	 Further Assurances
	 	 	115	  
		 	5.13.	 	 Maintenance of Ratings
	 	 	115	  
		 	5.14.	 	 Senior Indebtedness
	 	 	115	  
		 	5.15.	 	 Post-Closing Matters
	 	 	115	  
		
	SECTION 6. NEGATIVE COVENANTS	 	 	116	  
		 	6.1.	 	 Indebtedness
	 	 	116	  
		 	6.2.	 	 Liens
	 	 	120	  
		 	6.3.	 	 No Further Negative Pledges
	 	 	123	  
		 	6.4.	 	 Restricted Junior Payments
	 	 	124	  
		 	6.5.	 	 Restrictions on Subsidiary Distributions
	 	 	126	  
		 	6.6.	 	 Investments
	 	 	127	  
		 	6.7.	 	 [Reserved]
	 	 	131	  
		 	6.8.	 	 Fundamental Changes; Disposition of Assets; Equity Interests of Subsidiaries
	 	 	131	  
		 	6.9.	 	 Sales and Leasebacks
	 	 	135	  
		 	6.10.	 	 Transactions with Affiliates
	 	 	135	  


  
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		 	6.11.	 	 Conduct of Business
	 	 	135	  
		 	6.12.	 	 Hedge Agreements
	 	 	136	  
		 	6.13.	 	 Amendments or Waivers of Organizational Documents and Certain Agreements
	 	 	136	  
		 	6.14.	 	 Fiscal Year
	 	 	136	  
		
	SECTION 7. GUARANTEE	 	 	136	  
		 	7.1.	 	 Guarantee of the Obligations
	 	 	136	  
		 	7.2.	 	 Indemnity by the Borrower; Contribution by the Guarantors
	 	 	136	  
		 	7.3.	 	 Liability of Guarantors Absolute
	 	 	138	  
		 	7.4.	 	 Waivers by the Guarantors
	 	 	139	  
		 	7.5.	 	 Guarantors’ Rights of Subrogation, Contribution, Etc
	 	 	140	  
		 	7.6.	 	 Continuing Guarantee
	 	 	141	  
		 	7.7.	 	 Authority of the Guarantors or the Borrower
	 	 	141	  
		 	7.8.	 	 Financial Condition of the Credit Parties
	 	 	141	  
		 	7.9.	 	 Bankruptcy, Etc
	 	 	141	  
		
	SECTION 8. EVENTS OF DEFAULT	 	 	142	  
		 	8.1.	 	 Events of Default
	 	 	142	  
		
	SECTION 9. AGENTS	 	 	145	  
		 	9.1.	 	 Appointment of Agents
	 	 	145	  
		 	9.2.	 	 Powers and Duties
	 	 	145	  
		 	9.3.	 	 General Immunity
	 	 	145	  
		 	9.4.	 	 Agents Entitled to Act in Individual Capacity
	 	 	148	  
		 	9.5.	 	 Lenders’ Representations, Warranties and Acknowledgments
	 	 	148	  
		 	9.6.	 	 Right to Indemnity
	 	 	149	  
		 	9.7.	 	 Successor Administrative Agent and Collateral Agent
	 	 	149	  
		 	9.8.	 	 Collateral Documents and Obligations Guarantee
	 	 	150	  
		 	9.9.	 	 Withholding Taxes
	 	 	153	  
		 	9.10.	 	 Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim
	 	 	153	  
		
	SECTION 10. MISCELLANEOUS	 	 	154	  
		 	10.1.	 	 Notices
	 	 	154	  
		 	10.2.	 	 Expenses
	 	 	156	  
		 	10.3.	 	 Indemnity
	 	 	156	  
		 	10.4.	 	 Set-Off
	 	 	158	  
		 	10.5.	 	 Amendments and Waivers
	 	 	158	  
		 	10.6.	 	 Successors and Assigns; Participations
	 	 	161	  
		 	10.7.	 	 Independence of Covenants
	 	 	167	  
		 	10.8.	 	 Survival of Representations, Warranties and Agreements
	 	 	167	  
		 	10.9.	 	 No Waiver; Remedies Cumulative
	 	 	168	  
		 	10.10.	 	 Marshalling; Payments Set Aside
	 	 	168	  
		 	10.11.	 	 Severability
	 	 	168	  
		 	10.12.	 	 Independent Nature of Lenders’ Rights
	 	 	168	  
		 	10.13.	 	 Headings
	 	 	169	  
		 	10.14.	 	 APPLICABLE LAW
	 	 	169	  
		 	10.15.	 	 CONSENT TO JURISDICTION
	 	 	169	  


  
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		 	10.16.	 	 WAIVER OF JURY TRIAL
	 	 	170	  
		 	10.17.	 	 Confidentiality
	 	 	170	  
		 	10.18.	 	 Usury Savings Clause
	 	 	171	  
		 	10.19.	 	 Counterparts
	 	 	172	  
		 	10.20.	 	 Effectiveness; Entire Agreement
	 	 	172	  
		 	10.21.	 	 PATRIOT Act
	 	 	172	  
		 	10.22.	 	 Electronic Execution of Assignments
	 	 	172	  
		 	10.23.	 	 No Fiduciary Duty
	 	 	172	  
		 	10.24.	 	 Permitted Intercreditor Agreements
	 	 	173	  


  
 iv 









					
	SCHEDULES:	  	1.1(a)	  	Closing Date Material Real Estate Assets
		  	2.1	  	Commitments
		  	4.2	  	Equity Interests and Ownership
		  	4.11(b)	  	Real Estate
		  	4.22	  	Insurance
		  	6.1	  	Indebtedness
		  	6.2	  	Liens
		  	6.3	  	Negative Pledges
		  	6.5	  	Restrictions on Subsidiary Distributions
		  	6.6	  	Investments
		  	6.10	  	Affiliate Transactions
		  	10.1	  	Notices
			
	EXHIBITS:	  	A	  	ABL Intercreditor Agreement
		  	B	  	Assignment Agreement
		  	C	  	Closing Date Certificate
		  	D	  	Compliance Certificate
		  	E	  	Conversion/Continuation Notice
		  	F	  	Counterpart Agreement
		  	G	  	Funding Notice
		  	H	  	Intercompany Indebtedness Subordination Agreement
		  	I	  	Pledge and Security Agreement
		  	J	  	Solvency Certificate
		  	K	  	Supplemental Collateral Questionnaire
		  	L-1	  	Form of US Tax Certificate for Non-US Lenders that are not Partnerships for US Federal Income Tax Purposes
		  	L-2	  	Form of US Tax Certificate for Non-US Lenders that are Partnerships for US Federal Income Tax Purposes
		  	L-3	  	Form of US Tax Certificate for Non-US Participants that are not Partnerships for US Federal Income Tax Purposes
		  	L-4	  	Form of US Tax Certificate for Non-US Participants that are Partnerships for US Federal Income Tax Purposes


  
 v 








 TERM CREDIT AND GUARANTY AGREEMENT dated as of April 30, 2014, among ENTEGRIS,
INC., a Delaware corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER party hereto, as Guarantors, the LENDERS party hereto and GOLDMAN SACHS BANK USA (“Goldman Sachs”), as
Administrative Agent and Collateral Agent. 
 The Lenders have agreed to extend Tranche B Term Loans to the Borrower in an aggregate
principal amount of $460,000,000. 
 NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto agree as follows: 
 SECTION 1. DEFINITIONS AND INTERPRETATION 

1.1. Definitions. As used in this Agreement (including the recitals hereto), the following terms have the meanings specified
below: 
 “ABL Credit Agreement” means the ABL Credit and Guaranty Agreement dated as of the Closing Date, among the
Borrower, the Guarantor Subsidiaries, the lenders party thereto and Goldman Sachs, as administrative agent and collateral agent thereunder. 

“ABL Intercreditor Agreement” means the ABL Intercreditor Agreement in substantially the form set forth in Exhibit A, with
such changes therefrom as may be agreed to by the Administrative Agent or as are contemplated or permitted by Section 10.24. 

“ABL Priority Collateral” as defined in the ABL Intercreditor Agreement. 

“Acquired Business” means Acquired Company and its Subsidiaries. 

“Acquired Business Representations” means the representations and warranties made by or with respect to the Acquired Business
in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or any of its Affiliates has the right under the Merger Agreement not to consummate the Merger, or to terminate the Borrower’s or
such Affiliate’s obligations under the Merger Agreement, as a result of a breach of such representations and warranties. 

“Acquired Company” means ATMI, Inc., a Delaware corporation. 

“Acquired Company Material Adverse Effect” means any effect, change, event, circumstance or occurrence that, individually or
in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, results of operations, assets, liabilities or condition (financial or otherwise) of the Company and the Non-Life Sciences
Subsidiaries, taken as a whole, or (b) the ability of the Company to consummate the Merger or the other transactions contemplated in the Merger Agreement (as defined in this Agreement) (including the sale of the Life Sciences Business pursuant
to the Life Sciences SAPA); provided, however, that none of the following, and no effect, change, event, circumstance or occurrence arising out of, or resulting from, the following, shall constitute or be








 
taken into account, individually or in the aggregate, in determining whether an Acquired Company Material Adverse Effect has occurred or may occur: (A) changes generally affecting the
economy, credit or financial or capital markets, in the United States or elsewhere in the world, including changes in interest or exchange rates; (B) changes generally affecting the industries in which the Company and its Subsidiaries operate;
(C) changes or prospective changes in Applicable Law or GAAP or in accounting standards, any changes or prospective changes in the interpretation or enforcement of any of the foregoing or any changes in general legal, regulatory or political
conditions, in each case occurring after February 4, 2014; (D) changes solely attributable to the announcement or pendency of the Merger Agreement, including the impact thereof on relationships, contractual or otherwise, with customers,
suppliers, distributors, partners, employees or Governmental Entities, or any litigation arising from allegations of breach of fiduciary duty or violation of Applicable Law relating to the Merger Agreement or the transactions contemplated thereby to
the extent addressed in accordance with the requirements of Section 6.10 of the Merger Agreement; (E) acts of war (whether or not declared), sabotage or terrorism, or any escalation or worsening of any such acts of war (whether or not
declared), sabotage or terrorism; (F) volcanoes, tsunamis, pandemics, earthquakes, floods, storms, hurricanes, tornados or other natural disasters; (G) any action taken by the Company or its Subsidiaries that is specifically required by
the Merger Agreement or with the prior written consent or at the direction of Parent in accordance with the Merger Agreement (provided that, to the extent that any such direction or consent is adverse in any material respect to the interests
of any commitment party under the Commitment Letter (as defined in this Agreement) or the Arranger (as defined in this Agreement), the Arranger shall have provided prior written consent to such consent or direction), or the failure to take any
action by the Company or its Subsidiaries if that action is prohibited by the Merger Agreement; (H) changes resulting or arising from the identity of, or any facts or circumstances relating to the Parent or any of its Affiliates;
(I) changes in the price or trading volume of the Company’s Common Stock; or (J) any failure to meet any internal or public projections, forecasts, guidance, estimates, milestones, budgets or internal or published financial or
operating predictions of revenue, earnings, cash flow or cash position (it being understood that the exceptions in clauses (I) and (J) shall not prevent or otherwise affect a determination that the underlying cause of any such change or
failure referred to therein (to the extent not otherwise falling within any of the exceptions provided by clauses (A) through (H) hereof) is, may be, contributed to or may contribute to, an Acquired Company Material Adverse Effect);
provided further, however, that any effect, change, event or occurrence referred to in clauses (A), (B), (C), (E) or (F) may be taken into account in determining whether or not there has been or may be an Acquired
Company Material Adverse Effect to the extent such effect, change, event, circumstance or occurrence has a material disproportionate adverse effect on the Company and the Non-Life Sciences Subsidiaries, taken as a whole, as compared to other
participants in the industries in which the Company and its Subsidiaries operate. The determination of “Acquired Company Material Adverse Effect” shall in all events not take into account all effects, changes, events, circumstances or
occurrences with respect to the Life Sciences Business or any Life Sciences Assets or Life Science Liabilities to be transferred or assumed pursuant to the Life Sciences SAPA except to the extent, and only to the extent, that the Company or any
Non-Life Sciences Subsidiary retains any liability or obligation, whether direct, indirect, contingent or otherwise, in respect thereof. 

  
 2 








 Except as otherwise expressly provided in the previous paragraph with respect to the terms
“Merger Agreement”, the “Arranger” and the “Commitment Letter”, capitalized terms used in the previous paragraph have the meanings assigned thereto in the Merger Agreement as in effect on February 4, 2014. 

“Acquisition” means the purchase or other acquisition (in one transaction or a series of transactions, including pursuant to
any merger or consolidation) of all or substantially all the issued and outstanding Equity Interests in, or all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line
of business of), any Person. 
 “Acquisition Consideration” means, with respect to any Acquisition, (a) the purchase
consideration for such Acquisition, whether paid in Cash or other property (valued at the fair value thereof, as determined reasonably and in good faith by a Financial Officer of the Borrower), but excluding any component thereof consisting of
Equity Interests in the Borrower (other than Disqualified Equity Interests), and whether payable at or prior to the consummation of such Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the
occurrence of any contingency, and including any “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash
flow or profits (or the like) of the Person or assets acquired, provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under
GAAP to be established by the Borrower or any Restricted Subsidiary in respect thereof at the time of the consummation of such Acquisition, and (b) the aggregate amount of Indebtedness assumed by the Borrower or any Restricted Subsidiary in
connection with such Acquisition. 
 “Adjusted Eurodollar Rate” means, for any Interest Period for a Eurodollar Rate Loan,
the rate per annum obtained by dividing (a) (i) the rate per annum determined by the Administrative Agent to be the rate that appears on the page of the Reuters Screen that displays the London interbank offered rate as administered by ICE
Benchmark Administration (or any other Person that takes over the administration of such rate) (such page currently being LIBOR01 page) for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest
Period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on the Interest Rate Determination Date for such Interest Period, or (ii) in the event the rate referred to in the preceding clause (i) does not appear on
such page or if the Reuters Screen shall cease to be available, the rate per annum determined by the Administrative Agent to be the offered rate on such other page or other service that displays the London interbank offered rate as administered by
ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of
approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (iii) in the event the rates referred to in the preceding clauses (i) and (ii) are not available, the rate per annum equal to the offered
rate quoted to first class banks in the London interbank market by JPMorgan Chase Bank, N.A. for deposits (for delivery on the first day of such Interest Period) in Dollars in same day funds of $5,000,000 with maturities comparable to such Interest
Period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, by (b) an amount 

  
 3 








 
equal to one minus the Applicable Reserve Requirement; provided that, notwithstanding the foregoing, in the case of Tranche B Term Loans, the Adjusted Eurodollar Rate shall at no time be
less than 0.75% per annum. 
 “Administrative Agent” means Goldman Sachs, in its capacity as administrative agent for
the Lenders hereunder and under the other Credit Documents, and its successors in such capacity as provided in Section 9. 

“Adverse Proceeding” means any action, suit, proceeding, hearing or investigation, in each case whether administrative,
judicial or otherwise, by or before any Governmental Authority or any arbitrator, that is pending or, to the knowledge of the Borrower or any Restricted Subsidiary, threatened against or affecting the Borrower or any Restricted Subsidiary or any
property of the Borrower or any Restricted Subsidiary. 
 “Affected Lender” as defined in Section 2.18(b). 

“Affected Loans” as defined in Section 2.18(b). 

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by or under
common Control with the Person specified. 
 “Agent” means each of (a) the Administrative Agent, (b) the
Collateral Agent, (c) the Syndication Agent, (d) the Arranger and (e) any other Person appointed under the Credit Documents to serve in an agent or similar capacity, including any Auction Manager. 

“Aggregate Amounts Due” as defined in Section 2.17. 

“Aggregate Payments” as defined in Section 7.2(b). 

“Agreement” means this Term Credit and Guaranty Agreement dated as of April 30, 2014. 

“Anti-Corruption Laws” as defined in Section 4.23. 

“Applicable ECF Percentage” means, with respect to any Fiscal Year, (a) 50% if the Secured Net Leverage Ratio as of the
last day of such Fiscal Year is greater than 1.25:1.00, (b) 25% if the Secured Net Leverage Ratio as of the last day of such Fiscal Year is less than or equal to 1.25:1.00 but greater than 0.75:1.00 and (c) 0% if the Secured Net Leverage
Ratio as of the last day of such Fiscal Year is less than or equal to 0.75:1.00. 
 “Applicable Rate” means, on any day,
(a) with respect to any Tranche B Term Loan, (i) 1.75% per annum, in the case of a Base Rate Loan, and (ii) 2.75% per annum, in the case of a Eurodollar Rate Loan and (b) with respect to Loans of any other Class, the rate
per annum specified in the Incremental Facility Agreement, the Extension Agreement or the Refinancing Facility Agreement, as the case may be, establishing Loans of such Class. 

“Applicable Reserve Requirement” means, at any time, for any Eurodollar Rate Loan, the maximum rate, expressed as a decimal,
at which reserves (including any basic, 

  
 4 








 
marginal, special, supplemental, emergency or other reserves) are required to be maintained by member banks of the United States Federal Reserve System against “Eurocurrency
liabilities” (as such term is defined in Regulation D) under regulations issued from time to time by the Board of Governors or other applicable banking regulator. Without limiting the effect of the foregoing, the Applicable Reserve Requirement
shall reflect any other reserves required to be maintained by such member banks with respect to (a) any category of liabilities that includes deposits by reference to which the applicable Adjusted Eurodollar Rate or any other interest rate for
a Loan is to be determined or (b) any category of extensions of credit or other assets that includes Eurodollar Rate Loans. A Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to
reserve requirements without the benefit of credits for proration, exceptions or offsets that may be available from time to time to the applicable Lender. The rate of interest on Eurodollar Rate Loans shall be adjusted automatically on and as of the
effective date of any change in the Applicable Reserve Requirement. 
 “Approved Electronic Communications” means any
notice, demand, communication, information, document or other material that any Credit Party provides to the Administrative Agent that is distributed to any Agent or any Lender by means of electronic communications pursuant to Section 10.1(b). 

“Arranger” means Goldman Sachs, in its capacity as the sole lead arranger and sole bookrunner for the credit facility
established under this Agreement. 
 “Asset Sale” means (a) any Disposition of assets made in reliance on
Section 6.8(b)(x) or 6.8(b)(xii), other than any such Disposition (or series of related Dispositions) resulting in aggregate Net Proceeds not exceeding $5,000,000, and (b) the Specified Disposition. 

“Assignment Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit B, with such
amendments or modifications thereto as may be approved by the Administrative Agent. 
 “Assignment Effective Date” as
defined in Section 10.6(b). 
 “Auction” as defined in Section 10.6(i)(A). 

“Auction Manager” means (a) the Administrative Agent or (b) any other financial institution agreed to by the
Borrower and the Administrative Agent (whether or not an Affiliate of the Administrative Agent) to act as an auction manager in connection with any repurchases of Loans pursuant to Section 10.6(i). 

“Authorized Officer” means, with respect to any Person, any Financial Officer of such Person or any individual holding the
position of chairman of the board (if an officer), chief executive officer, president, vice president (or the equivalent thereof) or general counsel of such Person; provided that, when such term is used in reference to any document executed
by, or a certification of, an Authorized Officer, the secretary or assistant secretary of such Person shall have delivered an incumbency certificate to the Administrative Agent as to the authority of such individual. 

  
 5 








 “Available Basket Amount” means, as of any date: 

(a) the sum of (i) $50,000,000 plus (ii) the Available Excess Cash Flow Amount as of such date,
plus 
 (b) 100% of the aggregate net cash proceeds received by the Borrower after the Closing Date from the issuance and sale of
its common stock, excluding (i) any such issuance or sale to any Subsidiary, (ii) any issuance of directors’ qualifying shares or of other Equity Interests that are required to be held by specified Persons under applicable law and
(iii) any issuance or sale of Equity Interests referred to in the proviso to Section 6.6(j)(i), plus 

(c) the aggregate amount of Returns as of such date in respect of any Acquisition or other Investments made (or deemed
made pursuant to the definition of the term “Unrestricted Subsidiary”) using the Available Basket Amount, provided that the aggregate amount by which the Available Basket Amount is increased pursuant to this clause (c) in
respect of any Acquisition or other Investment shall not exceed the amount by which the Available Basket Amount shall have been reduced on account of the Acquisition Consideration with respect to such Acquisition or the original amount of any such
other Investment, plus 
 (d) in the event any Unrestricted Subsidiary has been designated as a Restricted Subsidiary,
or has been merged or consolidated with the Borrower or a Restricted Subsidiary (where the surviving entity in such merger or consolidation is the Borrower or a Restricted Subsidiary), or transfers or conveys all or substantially all of its assets
to, or is liquidated into, the Borrower or a Restricted Subsidiary, on or prior to such date, the lesser of (i) the amount of all Investments made using the Available Basket Amount in such Unrestricted Subsidiary (including any such Investment
deemed made pursuant to the definition of the term “Unrestricted Subsidiary”), net of the aggregate amount, if any, by which the Available Basket Amount shall have been increased prior to such time in respect of such Investments pursuant
to clause (c) above, and (B) the fair value of such Unrestricted Subsidiary (as determined reasonably and in good faith by an Authorized Officer of the Borrower) at the time it is designated as a Restricted Subsidiary or the time of such
merger, consolidation, transfer, conveyance or liquidation, as applicable; plus 
 (e) the Declined Mandatory
Prepayment Retained Amount as of such date, minus 
 (f) the aggregate amount of Permitted Stock Repurchases made
after the Closing Date and on or prior to such date, minus 
 (g) the portion of the Available Basket Amount
previously utilized pursuant to Section 6.4(l) or 6.6(s), with the utilization of Section 6.6(s) for any Acquisition being the Acquisition Consideration in respect thereof and the utilization of Section 6.6(s) for any other Investment
(or any deemed Investment in respect of any designation of an Unrestricted Subsidiary) being the amount thereof as of the date the applicable Investment is made, determined in accordance with the definition of “Investment” (or the
definition of “Unrestricted Subsidiary”). 

  
 6 








 “Available Excess Cash Flow Amount” means, as of any date, an amount equal to
the sum, for the Fiscal Years of the Borrower in respect of which financial statements and the related Compliance Certificate have been delivered in accordance with Sections 5.1(a) and 5.1(d), and for which prepayments required by
Section 2.14(d) (if any) have been made, in each case on or prior to such date (commencing with the Fiscal Year ending December 31, 2014), of the products of (a) the amount of Consolidated Excess Cash Flow (to the extent such amount
exceeds zero and, in the case of the Fiscal Year ending on December 31, 2014, only to the extent of the portion thereof attributable to the period commencing with the first full Fiscal Quarter commencing after the Closing Date) for each such
Fiscal Year multiplied by (b) the Retained ECF Percentage for such Fiscal Year (it being understood that the Retained ECF Percentage of Consolidated Excess Cash Flow for any such Fiscal Year (or such portion thereof) shall be included in
the Available Excess Cash Flow Amount regardless of whether a prepayment is required for such Fiscal Year under Section 2.14(d), provided that (i) such product for any Fiscal Year shall be reduced (but not below zero) by the sum (in
each case, only to the extent such prepayments are financed with Internally Generated Cash) of (A) the aggregate principal amount of the Borrowings voluntarily prepaid by the Borrower pursuant to Section 2.13 during such Fiscal Year, plus
(B) the aggregate principal amount of any prepayments of Permitted Revolving Indebtedness during such Fiscal Year, but solely to the extent the revolving commitments thereunder are permanently reduced in connection therewith (and solely to the
extent of the amount of such permanent reduction and excluding any reduction in connection with a refinancing thereof), plus (C) the aggregate principal amount of any prepayments, repurchases or redemptions of any Permitted Credit Agreement
Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness that, in each case, constitutes Permitted Pari Passu Secured Indebtedness during such Fiscal Year and (ii) if any portion of the prepayment of Loans that otherwise
would have been required to be made pursuant to Section 2.14(d) with respect to any Fiscal Year is held back in reliance on Section 2.14(g), the amount calculated pursuant to this definition for such Fiscal Year shall be reduced by a like
amount (and in the event a prepayment is subsequently made pursuant to Section 2.14(g) with respect to all or any part of such held-back amount, the amount calculated pursuant to this definition for such Fiscal Year shall be increased, but not
in excess of the original reduction, by the amount of such subsequent prepayment)). 
 “Bankruptcy Code” means
Title 11 of the United States Code entitled “Bankruptcy”. 
 “Base Rate” means, for any day, the rate per
annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus  1⁄2 of
1% per annum and (c) the Adjusted Eurodollar Rate that would be applicable to a Eurodollar Rate Loan with an Interest Period of one month commencing on such day plus 1%; provided that, notwithstanding the foregoing, in the case of
Tranche B Term Loans, the Base Rate shall at no time be less than 1.75% per annum. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted Eurodollar Rate shall be effective on the
effective day of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted Eurodollar Rate, as the case may be. 

“Base Rate Borrowing” means a Borrowing comprised of Base Rate Loans. 

  
 7 








 “Base Rate Loan” means a Loan bearing interest at a rate determined by reference
to the Base Rate. 
 “Board of Governors” means the Board of Governors of the United States Federal Reserve System. 

“Borrower” as defined in the preamble hereto. 

“Borrowing” means Loans of the same Class and Type made, converted or continued on the same date and, in the case of
Eurodollar Rate Loans, as to which a single Interest Period is in effect. 
 “Business Day” means any day other than a
Saturday or Sunday, a day that is a legal holiday under the laws of the State of New York or a day on which banking institutions located in such State are authorized or required by law to remain closed; provided that, with respect to all
notices, determinations, fundings and payments in connection with the Adjusted Eurodollar Rate or any Eurodollar Rate Loan, such day is also a day for trading by and between banks in Dollar deposits in the London interbank market. 

“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 in conformity with GAAP.
The amount of such obligations shall be the capitalized amount thereof determined in conformity with GAAP, and the final maturity of such obligations shall be the date of the last payment due under such lease (or other arrangement) before such lease
(or other arrangement) may be terminated by the lessee without payment of a premium or penalty. For purposes of Section 6.2, a Capital Lease Obligation shall be deemed to be secured by a Lien on the property being leased and such property shall
be deemed to be owned by the lessee. 
 “Cash” means money, currency or a credit balance in any demand or deposit account.

 “Cash Equivalents” means, as at any date of determination, any of the following: (a) marketable securities
(i) issued or directly and unconditionally guaranteed as to interest and principal by the United States of America or (ii) issued by any agency of the United States of America, in each case maturing within two years after such date;
(b) marketable direct obligations issued by any State of the United States of America or the District of Columbia or any political subdivision of any such State or District or any public instrumentality thereof, in each case maturing within two
years after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (c) commercial
paper maturing no more than 270 days from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least
P-1 from Moody’s; (d) certificates of deposit or bankers’ acceptances maturing within one year after such date and issued or accepted by any commercial bank organized under the laws of the
United States of America, any State thereof or the District of Columbia that (i) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (ii) has Tier 1 capital


  
 8 








 
(as defined in such regulations) of not less than $1,000,000,000; (e) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in
clause (a) above and entered into with a financial institution satisfying the criteria of clause (d) above; (f) shares of any money market mutual fund that (i) has substantially all its assets invested continuously in the types
of investments referred to in clauses (a) through (d) above, (ii) has net assets of not less than $5,000,000,000 and (iii) has the highest rating obtainable from either S&P or Moody’s; (g) in the case of any Foreign
Subsidiary, other short-term investments that are analogous to the foregoing, are of comparable credit quality and are customarily used by companies in the jurisdiction of such Foreign Subsidiary for cash management purposes; and (h) marketable
corporate bonds for which an active trading market exists and price quotations are available, in each case maturing within two years after such date and issued by Persons that are not Affiliates of the Borrower and where such Persons (i) in the
case of any such bonds maturing more than 12 months from the date of the acquisition thereof, have a long-term credit rating of at least AA- from S&P or Aa3 from Moody’s or (ii) in the case of any such bonds maturing less than or equal
to 12 months from the date of the acquisition thereof, have a long-term credit rating of at least A+ from S&P or A1 from Moody’s, provided that the portfolio of any such bonds included as Cash Equivalents at any time shall have a
weighted average maturity of not more than 360 days. 
 “CFC” means (a) each Person that is a “controlled foreign
person” for purposes of the Internal Revenue Code and (b) each Subsidiary of any such controlled foreign person. 
 “CFC
Holding Company” means each Domestic Subsidiary that is treated as a partnership or a disregarded entity for United States federal income tax purposes and that has no material assets other than assets that consist (directly or indirectly
through disregarded entities or partnerships) of Equity Interests or indebtedness (as determined for United States tax purposes) in one or more CFCs. 

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or
taking effect of any rule, regulation, treaty or other law, (b) any change in any rule, regulation, treaty or other law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or
(c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall
Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International
Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in
Law”, regardless of the date enacted, adopted, promulgated or issued. 
 “Change of Control” means (a) the
acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Exchange Act and the rules of the SEC thereunder) of Equity Interests in the Borrower representing more than 35% of the
aggregate ordinary voting power represented by the issued and outstanding Equity Interests in the Borrower, (b) persons who were (i) directors of the Borrower on the Closing Date, (ii) nominated by the board of directors of the
Borrower or (iii) appointed by 

  
 9 








 
directors who were directors of the Borrower on the Closing Date or were nominated as provided in clause (ii) above, in each case other than any person whose initial nomination or
appointment occurred as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors on the board of directors of the Borrower (other than any such solicitation made by such board of
directors), ceasing to occupy a majority of the seats (excluding vacant seats) on the board of directors of the Borrower or (c) the occurrence of any “change of control” (or similar event, however denominated) under and as defined in
any Permitted Senior Notes Indebtedness Document, any Permitted Credit Agreement Refinancing Indebtedness Document, any Permitted Incremental Equivalent Indebtedness Document, any Permitted Revolving Indebtedness Document or any credit agreement,
indenture or other agreement or instrument evidencing or governing the rights of the holders of any other Material Indebtedness of the Borrower or any Restricted Subsidiary. 

“Claiming Guarantor” as defined in Section 7.2(b). 

“Class”, when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, are Tranche B Term Loans, Incremental Term Loans of any Series, Extended Term Loans established as a separate “Class” pursuant to Section 2.25 or Refinancing Term Loans of any Series, (b) any Commitment, refers to
whether such Commitment is a Tranche B Term Loan Commitment, an Incremental Term Loan Commitment of any Series or a Refinancing Term Loan Commitment of any Series and (c) any Lender, refers to whether such Lender has a Loan or Commitment
of a particular Class. 
 “Closing Date” means the date on which the conditions specified in Section 3 have been
satisfied (or waived in accordance with Section 10.5). 
 “Closing Date Certificate” means a Closing Date Certificate
substantially in the form of Exhibit C. 
 “Collateral” means, collectively, all of the property (including Equity
Interests) on which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations. 

“Collateral Agent” means Goldman Sachs, in its capacity as collateral agent for the Secured Parties under the Credit
Documents, and its successors in such capacity as provided in Section 9. 
 “Collateral and Guarantee Requirement” means,
at any time, the requirement that: 
 (a) the Collateral Agent shall have received from the Borrower and each Designated
Subsidiary either (i) a counterpart of this Agreement duly executed and delivered on behalf of such Person or (ii) in the case of any Person that becomes a Designated Subsidiary after the Closing Date, a Counterpart Agreement duly executed
and delivered on behalf of such Person; 
 (b) the Collateral Agent shall have received from the Borrower and each
Designated Subsidiary either (i) a counterpart of the Pledge and Security Agreement duly 

  
 10 








 
executed and delivered on behalf of such Person or (ii) in the case of any Person that becomes a Designated Subsidiary after the Closing Date, a supplement to the Pledge and Security
Agreement, in the form specified therein, duly executed and delivered on behalf of such Person; 
 (c) in the case of
any Person that becomes a Designated Subsidiary after the Closing Date, the Administrative Agent shall have received, to the extent reasonably requested by the Administrative Agent, documents, opinions and certificates with respect to such
Designated Subsidiary of the type referred to in paragraphs (b), (i), (m) and (r) of Section 3; 

(d) all Equity Interests owned by or on behalf of any Credit Party shall have been pledged pursuant to the Pledge and
Security Agreement and, in the case of Equity Interests in any Foreign Subsidiary, where the Collateral Agent reasonably requests in connection with the pledge of such Equity Interests, a Foreign Pledge Agreement (provided that the Credit
Parties shall not be required to pledge (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company or (ii) Equity Interests constituting Excluded Property) and the Collateral Agent shall, to the extent
required by the Pledge and Security Agreement or such Foreign Pledge Agreement, have received certificates or other instruments representing all such Equity Interests, together with undated stock powers or other instruments of transfer with respect
thereto endorsed in blank; 
 (e) (i) all Indebtedness owed by any Credit Party to any Restricted Subsidiary that
is not a Credit Party shall be subordinated to the Obligations pursuant to the Intercompany Indebtedness Subordination Agreement, (ii) all Indebtedness of any Person (other than the Borrower or a Restricted Subsidiary) in a principal amount of
$1,500,000 or more that is owing to any Credit Party shall be evidenced by a promissory note and (iii) all the promissory notes referred to in clause (ii) above, and all promissory notes evidencing any Indebtedness of the Borrower or any
Restricted Subsidiary that is owing to any Credit Party, shall, in each case, have been pledged pursuant to the Pledge and Security Agreement, and the Collateral Agent shall have received all such notes, together with undated instruments of transfer
with respect thereto endorsed in blank; 
 (f) all instruments and documents, including UCC financing statements,
required by applicable law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Collateral Documents and to perfect such Liens to the extent required by, and with the
priority required by, the Collateral Documents shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or recording; 

(g) the Collateral Agent shall have received (i) a Mortgage with respect to each Material Real Estate Asset, duly
executed and delivered by the record owner of such Material Real Estate Asset (and in the event any Material Real Estate Asset subject to a Mortgage pursuant to this definition is located in a jurisdiction that imposes mortgage recording taxes or
any similar taxes, fees or charges, the amount secured by such Mortgage shall be limited to the fair market value of such Material Real Estate Asset (as 

  
 11 








 
determined reasonably and in good faith by the Borrower)), (ii) a policy or policies of title insurance or a marked up commitment or signed pro forma therefor (each, a “Mortgage
Policy”) issued by a nationally recognized title insurance company insuring the Lien of each Mortgage as a valid and enforceable Lien on the Material Real Estate Asset described therein, free of any other Liens other than Permitted Liens,
which policies shall be in form and substance reasonably satisfactory to the Collateral Agent, together with such endorsements, coinsurance and reinsurance as the Collateral Agent may reasonably request, (iii) a completed Flood Certificate with
respect to each Material Real Estate Asset, which Flood Certificate shall be addressed to the Collateral Agent and shall otherwise comply with the Flood Program, (iv) if such Material Real Estate Asset is a Flood Hazard Property, (x) a
written acknowledgement from the applicable Credit Party of receipt of written notification from the Collateral Agent as to the existence of such Material Real Estate Asset and as to whether the community in which such Material Real Estate Asset is
located is participating in the Flood Program and (y) if such Material Real Estate Asset is located in a community that participates in the Flood Program, evidence that the applicable Credit Party has obtained a policy of flood insurance that
is in compliance with all applicable requirements of the Flood Program and (v) such surveys, abstracts, appraisals, legal opinions and other documents as the Collateral Agent may reasonably request with respect to any such Mortgage or Material
Real Estate Asset; 
 (h) with respect to each deposit account and each securities account maintained by any Credit
Party with any depository bank or securities intermediary (other than (i) any deposit account or securities account that constitutes Excluded Property and (ii) deposit accounts the daily balance in which does not at any time exceed
$1,500,000 for any such account or $5,000,000 for all such accounts), the Collateral Agent shall have received a counterpart, duly executed and delivered by the applicable Credit Party and such depositary bank or securities intermediary, as the case
may be, of a Control Agreement; and 
 (i) each Credit Party shall have obtained all consents and approvals reasonably
required (in the good faith judgment of the Borrower) to be obtained by it in connection with the execution and delivery of all Collateral Documents to which it is a party, the performance of its obligations thereunder and the granting by it of the
Liens thereunder. 
 Notwithstanding anything herein to the contrary, the foregoing definition shall not require (a) compliance with
the requirements of clause (g) above with respect to any Specified Real Estate Asset prior to the date that is the earlier of (i) 90 days after the Borrower determines that it will no longer pursue the Specified Disposition or that
such Specified Real Estate Asset will not be part of the Specified Disposition and (ii) the first anniversary of the Closing Date, (b) compliance with the requirements of clause (h) above prior to the date that is 90 days after the
Closing Date (or such later date as the Collateral Agent may agree to in writing) or (c) the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, legal opinions, consents, approvals or
other deliverables with respect to, any particular assets of the Credit Parties if and for so long as the Collateral Agent, in consultation with the Borrower, determines that the cost of creating or perfecting such pledges or security interests in
such assets, or obtaining such deliverables (including the cost of obtaining flood insurance, if required) shall be excessive in view of the benefits to be obtained by the Lenders therefrom. 

  
 12 








 The Collateral Agent may grant extensions of time for the creation and perfection of security
interests in or the obtaining of title insurance, legal opinions, consents, approvals or other deliverables with respect to particular assets or the provision of any Obligations Guarantee by any Restricted Subsidiary (including extensions beyond the
Closing Date or in connection with assets acquired, or Restricted Subsidiaries formed or acquired, after the Closing Date) where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it
would otherwise be required to be accomplished by this Agreement or the Collateral Documents. 
 Notwithstanding the foregoing provisions of
this definition or anything in this Agreement or any other Credit Document to the contrary: 
 (a) Liens required to be
granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in the Collateral Documents and, to the extent appropriate in the applicable jurisdiction, as agreed between the
Administrative Agent and the Borrower; 
 (b) the Collateral and Guarantee Requirement shall not apply to any of the
following assets (collectively, the “Excluded Property”; each capitalized term used in this clause (b) but not defined in this Agreement having the meaning given to it in the Pledge and Security Agreement): (i) any
Leasehold Property and any Real Estate Asset that is not a Material Real Estate Asset, (ii) any motor vehicles and other assets subject to certificates of title, except to the extent perfection of a security interest therein may be accomplished
by the filing of UCC financing statements or an equivalent thereof in appropriate form in the applicable jurisdiction, (iii) any Commercial Tort Claim as to which the claim thereunder is less than $3,000,000, (iv) any Deposit Account
(A) that is a disbursement account the funds in which (I) are used solely for the payment of salaries and wages, workers’ compensation and similar expenses and (II) in the aggregate do not at any time exceed the aggregate amount that
the Borrower determines reasonably and in good faith would be required to make such payments becoming due and payable during the following 30 days, (B) the funds in which consist solely of funds held by any Credit Party in trust for any
director, officer or employee of the Borrower or any of the Subsidiaries or any employee benefit plan maintained by the Borrower or any of the Subsidiaries and (C) the funds in which consist solely of cash earnest money deposits or funds
deposited under escrow or similar arrangements in connection with any letter of intent or purchase agreement for an Acquisition or any other Investment permitted hereunder, (v) (A) any assets if, for so long and to the extent a security
interest may not be granted in such assets as a matter of applicable law and (B) any lease, license, contract or other agreement or any rights or interests thereunder if, for so long and to the extent the grant of a security interest therein
would (x) constitute or result in (1) the unenforceability of any right, title or interest of the applicable Credit Party in or (2) a breach or termination pursuant to the terms of, or a default under, such lease, license, contract or
other agreement or (y) require a consent, approval, license or authorization not obtained from a Governmental Authority or third party, except, in each case under this clause (v), to the extent that such law or the terms in such lease, license,
contract or other agreement providing for such prohibition, breach, right of termination or default or requiring such consent, approval, license or authorization is ineffective under the UCC or 

  
 13 








 
other applicable law, provided that this clause (v) shall not exclude Proceeds thereof and Accounts and Payment Intangibles arising therefrom the assignment of which is expressly
deemed effective under the UCC, (vi) any property subject to a Lien securing purchase money obligation or Capital Lease Obligation (or any Refinancing Indebtedness in respect thereof) if, for so long and to the extent the grant of a security
interest therein would constitute or result in a breach or a default under the related agreements, except, in each case under this clause (vi), to the extent that such breach or default is ineffective under the UCC or other applicable law,
provided that this clause (vi) shall apply only if such Lien and such purchase money obligation or Capital Lease Obligation are permitted hereunder, (vii) any licenses or state or local franchises, charters and authorizations of a
Governmental Authority if, for so long and to the extent the grant of a security interest therein is prohibited or restricted by applicable law, except, in each case under this clause (vii), to the extent that such prohibition or restriction is
ineffective under the UCC or other applicable law, (viii) Equity Interests in any Person that is not a wholly owned Restricted Subsidiary if, for so long and to the extent (A) the Organizational Documents of such Person or any related
joint venture, shareholders’ or similar agreement prohibits or restricts such pledge without the consent of any Person other than the Borrower or a Restricted Subsidiary (it being understood that neither the Borrower nor any Guarantor
Subsidiary shall be required to seek the consent of third parties thereunder), (B) in the case of any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), such Equity Interests have been pledged in connection with
any Indebtedness of such Person (but only to the extent that such Equity Interests remain pledged in connection with such Indebtedness)) or (C) Margin Stock, (ix) any “intent to use” trademark application for which a statement of
use has not been filed with the United States Patent and Trademark Office, but only to the extent that the grant of a security interest therein would invalidate such trademark application, (x) any assets to the extent the grant of a security
interest in such assets would result in material adverse tax consequences to the Borrower and the Restricted Subsidiaries, as reasonably determined by the Borrower and notified by the Borrower to the Collateral Agent in writing, and
(xi) Letter-of-Credit Rights, except to the extent constituting a Supporting Obligation of other Collateral as to which perfection of a security interest therein may be accomplished solely by the filing of a UCC financing statement in the
applicable jurisdiction (it being understood that no actions shall be required to perfect a security interest in a Letter-of-Credit Rights, other than the filing of a UCC financing statement), in each case of this clause (b) other than any
Proceeds, substitutions or replacements of the foregoing (unless such Proceeds, substitutions or replacements themselves would constitute assets described in clauses (i) through (xi) above); provided, in each case, that such assets
shall constitute Excluded Property only if they are not subject to any Lien securing any Permitted Credit Agreement Refinancing Indebtedness, any Permitted Incremental Equivalent Indebtedness or any Permitted Revolving Indebtedness; 

(c) except with respect to Indebtedness represented or evidenced by certificates or instruments to the extent required by
clause (e) of the first paragraph of this definition, perfection by possession or “control” shall not be required with respect to any promissory notes or other evidences of Indebtedness owned by a Credit Party and constituting
Collateral; 

  
 14 








 (d) no Credit Party shall be required to obtain any landlord waivers, estoppels,
collateral access agreements or similar third party agreements; 
 (e) no actions in any jurisdiction outside of the United
States or that are necessary to create or perfect any security interest in assets located or titled outside of the United States shall be required, other than in connection with the entry into Foreign Pledge Agreements reasonably requested by the
Collateral Agent as required by clause (d) of the first paragraph of this definition; and 
 (f) no Credit Party shall
be required to deliver to the Collateral Agent any certificates or instruments representing or evidencing, or any stock powers or other instruments of transfer in respect of, Equity Interests in any Subsidiary that is not a Material Subsidiary. 

“Collateral Documents” means the Pledge and Security Agreement, the Mortgages, the Intellectual Property Grants of Security
Interest, the Control Agreements, the Foreign Pledge Agreements, if any, and all other instruments, documents and agreements delivered by or on behalf of any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to
grant to, or perfect in favor of, the Collateral Agent, for the benefit of the Secured Parties, a Lien on any property of such Credit Party as security for the Obligations. 

“Collateral Questionnaire” means the Collateral Questionnaire delivered by the Borrower and the Acquired Company pursuant to
paragraph (i) of Section 3. 
 “Commitment” means a Tranche B Term Loan Commitment, an Incremental Term Loan
Commitment of any Class or a Refinancing Term Loan Commitment of any Class. 
 “Commitment Letter” means the Amended and
Restated Commitment Letter dated March 10, 2014, among Goldman Sachs, Jefferies Finance LLC, PNC Bank, National Association, RBS Citizens, N.A., Stifel Financial Corporation, Stifel, Nicolaus & Company, Inc., U.S. Bank National
Association, U.S. Bancorp Investments, Inc. and the Borrower (including any joinders thereto entered into subsequent to March 10, 2014). 

“Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit D. 

“Confidential Information Memorandum” means the Confidential Information Memorandum dated March 2014, relating to the
Borrower and the Transactions. 
 “Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by
net income (however denominated) or that are franchise Taxes or branch profits Taxes. 
 “Consolidated Adjusted EBITDA”
means, for any period: 
 (a) Consolidated Net Income for such period; plus 

  
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 (b) an amount which, in the determination of Consolidated Net Income for
such period, has been deducted (or, in the case of amounts pursuant to clauses (ix) and (xii) below, not already included in Consolidated Net Income) for, without duplication: 

(i) total interest expense determined in conformity with GAAP (including (A) amortization of original issue discount
resulting from the issuance of Indebtedness at less than par, (B) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers’ acceptances, (C) non-cash interest payments, (D) the
interest component of Capital Lease Obligations, (E) net payments, if any, made (less net payments, if any, received) pursuant to interest rate Hedge Agreements with respect to Indebtedness, (F) amortization or write-off of deferred
financing fees, debt issuance costs, commissions, fees and expenses, including commitment, letter of credit and administrative fees and charges with respect to the credit facilities established hereunder and with respect to other Indebtedness
permitted to be incurred hereunder, and (G) any expensing of commitment and other financing fees) and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into
for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations, and costs of surety bonds in connection with financing activities (whether amortized or immediately expensed), for such period, 

(ii) provision for taxes based on income, revenues, profits or capital, including Federal, foreign, state, local,
franchise, excise and similar taxes and foreign withholding taxes paid or accrued during such period, including (A) penalties and interest related to such taxes or arising from any tax examinations and (B) in respect of repatriated funds,
for such period, 
 (iii) total depreciation expense and total amortization expense for such period, 

(iv) extraordinary, unusual or nonrecurring charges, expenses or losses for such period, 

(v) any charges, expenses or losses for such period attributable to disposed, abandoned or discontinued operations, 

(vi) any after-tax losses attributable to any Disposition of assets by the
Borrower or any Restricted Subsidiary, other than Dispositions of inventory and other Dispositions in the ordinary course of business, 

(vii) non-cash charges, expenses or losses for such period, including (A) impairment charges and reserves and any
other write-down or write-off of assets, (B) non-cash fair value adjustments of Investments and (C) non-cash compensation expense, but excluding (1) any such non-cash charge, expense or loss to the extent that it represents an
amortization of a prepaid cash expense that was paid and not expensed in a prior period or write-down or write-off or reserves 

  
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with respect to accounts receivable (including any addition to bad debt reserves or bad debt expense) or inventory and (2) any noncash charge, expense or loss to the extent it represents an
accrual of or a reserve for cash expenditures in any future period, provided that, at the option of the Borrower, notwithstanding the exclusion in this clause (2) any such noncash charge, expense or loss may be added back in determining
Consolidated Adjusted EBITDA for the period in which it is recognized, so long as any cash expenditure made on account thereof in any future period is deducted pursuant to clause (d) of this definition, 

(viii) restructuring charges, accruals and reserves, severance costs, relocation costs, retention and completion bonuses,
integration costs and business optimization expenses, including any restructuring costs, business optimization expenses and integration costs related to Acquisitions, project start-up costs, transition costs, costs related to the opening, closure
and/or consolidation of offices and facilities (including the termination or discontinuance of activities constituting a business), contract termination costs, recruiting, signing and completion bonuses and expenses, future lease commitments,
systems establishment costs, conversion costs, excess pension charges and curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of pension liabilities) and consulting fees, for such period;

 (ix) the amount of net cost savings, operating expense reductions, other operating improvements and synergies
projected by the Borrower in good faith to be realized (calculated on a pro forma basis as though such items had been realized on the first day of the applicable Test Period) as a result of actions taken or to be taken in connection with the Merger,
the Life Sciences Sale or any other Pro Forma Event, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of Consolidated Adjusted EBITDA from such actions, provided that (A)(1) such
cost savings, operating expense reductions, other operating improvements and synergies are reasonably identifiable, factually supportable and reasonably anticipated to be realized within the timeframe set forth in clause (2) below, as
determined in good faith by the Borrower, (2) such actions (or substantial steps in respect of such actions) have been taken or are to be taken within 18 months after the consummation of the Merger, the Life Sciences Sale or such other Pro
Forma Event, as applicable, which is expected to result in such cost savings, operating expense reductions, operating improvements or synergies and (3) if the Borrower is otherwise required under this Agreement to deliver to the Administrative
Agent a certificate of an Authorized Officer in connection with such Pro Form Event or any related Pro Forma Event, then such certificate (and, in any event, the Compliance Certificate for any Test Period with respect to which any amount shall have
been added pursuant to this clause (ix) with respect to such Pro Forma Event) shall include a certification by a Financial Officer of the Borrower that the requirements of clauses (1) and (2) above with respect to such Pro Form Event
have been satisfied, (B) no cost savings, operating expense reductions, operating improvements and synergies shall be added pursuant to this clause (ix) to the extent duplicative of any items otherwise added in calculating Consolidated


  
 17 








 
Adjusted EBITDA, whether pursuant to the requirements of Section 1.2(b) or otherwise, for such period, (C) projected (and not yet realized) amounts may no longer be added in calculating
Consolidated Adjusted EBITDA pursuant to this clause (ix) after 18 months after the consummation of the Merger, the Life Sciences Sale or such other Pro Forma Event, as applicable, and (D) the aggregate amount of such cost savings,
operating expense reductions, other operating improvements and synergies added in reliance on this clause (ix) for any period of four consecutive Fiscal Quarters shall not exceed 20% of Consolidated Adjusted EBITDA for such period calculated
before giving effect to any such addbacks and adjustments, 
 (x) fees, costs and expenses incurred in connection with
the Transactions during such period, 
 (xi) transaction fees and expenses incurred, or amortization thereof, during
such period in connection with, to the extent permitted hereunder, any Acquisition or other Investment, any Disposition (other than in the ordinary course of business), any Insurance/Condemnation Event, any incurrence of Indebtedness, any issuance
of Equity Interests or any amendments or waivers of the Credit Documents or any agreements or instruments relating to any other Indebtedness permitted hereunder, in each case, whether or not consummated, 

(xii) charges, expenses, losses and lost profits for such period to the extent indemnified or insured by a third party,
including expenses covered by indemnification provisions in connection with any Acquisition or Disposition permitted by this Agreement and lost profits covered by business interruption insurance, in each case, to extent that coverage has not been
denied and only so long as such amounts are either actually reimbursed to the Borrower or any Restricted Subsidiary during such period or the Borrower has made a good faith determination that there exists reasonable evidence that such amounts will
be reimbursed to the Borrower or any Restricted Subsidiary within 12 months after the related amount is first added to Consolidated Adjusted EBITDA pursuant to this clause (xii), 

(xiii) cash receipts (or any netting arrangements resulting in reduced cash expenses) during such period not included in
Consolidated Adjusted EBITDA in any prior period to the extent non-cash gains relating to such receipts were deducted in the calculation of Consolidated Adjusted EBITDA pursuant to clause (c) below for any prior period and not added back, 

(xiv) net losses during such period (A) resulting from fair value accounting required by FASB Accounting Standard
Codification 815, (B) relating to mark-to-market of amounts denominated in foreign currencies resulting from the application of FASB Accounting Standard Codification 830 or (C) attributable to foreign currency translation, 

  
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 (xv) any losses for such period attributable to early extinguishment of
Indebtedness or obligations under any Hedge Agreement or other derivative instrument, 
 (xvi) cash expenses relating to
contingent or deferred payments in connection with any Acquisition or other Investment permitted hereunder (including earn-outs, non-compete payments, consulting payments and similar obligations) and any adjustments thereof and any purchase price
adjustments for such period, and 
 (xvii) any income (or loss) attributable to non-controlling interests in any
non-wholly owned Restricted Subsidiary; minus 
 (c) an amount which, in the determination of Consolidated Net
Income for such period, has been included for, without duplication: 
 (i) all extraordinary, unusual or nonrecurring
gains and items of income during such period, 
 (ii) any gains or income attributable to disposed, abandoned or
discontinued operations, 
 (iii) any after-tax gains attributable to any
Disposition of assets by the Borrower or any Restricted Subsidiary, other than Dispositions of inventory and other Dispositions in the ordinary course of business, 

(iv) any non-cash gains or income (other than the accrual of revenue in the ordinary course) during such period, but
excluding any such items in respect of which cash was received in a prior period or will be received in a future period, 

(v) net gains during such period (A) resulting from fair value accounting required by FASB Accounting Standard
Codification 815, (B) relating to mark-to-market of amounts denominated in foreign currencies resulting from the application of FASB Accounting Standard Codification 830 or (C) attributable to foreign currency translation, and 

(vi) any gains for such period attributable to early extinguishment of Indebtedness or obligations under any Hedge
Agreement or other derivative instrument; minus 
 (d) to the extent not deducted in Consolidated Net Income
during such period, all cash payments made during such period on account of non-cash charges that were added back in calculating Consolidated Adjusted EBITDA for a prior period in reliance on the proviso to clause (b)(vii) above. 

For the avoidance of doubt, Consolidated Adjusted EBITDA for any period prior to the Closing Date shall be determined on a Pro Forma Basis giving effect to
the Transactions as if they had been consummated on the first day of such period. 

  
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 “Consolidated Capital Expenditures” means, for any period, the aggregate of all
expenditures made by the Borrower and the Restricted Subsidiaries during such period that are or should be included in “purchase of property, plant and equipment” or similar items on a consolidated statement of cash flows, or that should
otherwise be capitalized on a consolidated balance sheet, of the Borrower and the Restricted Subsidiaries for such period prepared in conformity with GAAP; provided that Consolidated Capital Expenditures shall not include any expenditures
(a) for assets to the extent made with Net Proceeds reinvested pursuant to Section 2.14(a) or 2.14(b) or (b) that constitute an Acquisition or other Investment permitted under Section 6.6. For the avoidance of doubt, Consolidated
Capital Expenditures for any period prior to the Closing Date shall be determined on a Pro Forma Basis giving effect to the Transactions as if they had been consummated on the first day of such period. 

“Consolidated Current Assets” means the total assets of the Borrower and the Restricted Subsidiaries on a consolidated basis
that may properly be classified as current assets in conformity with GAAP, excluding (a) Cash and Cash Equivalents, (b) assets relating to current or deferred Taxes based on income or profits and (c) assets held for sale. 

“Consolidated Current Liabilities” means the total liabilities of the Borrower and the Restricted Subsidiaries on a
consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding (a) the current portion of Long-Term Indebtedness, (b) accruals for current or deferred Taxes based on income or profits,
(c) accruals of interest expense not overdue, (d) accruals of expense for restructuring reserves and (e) revolving credit Indebtedness, including Indebtedness incurred under the ABL Credit Agreement. 

“Consolidated Excess Cash Flow” means, with respect to any period, an amount, not less than zero, equal to: 

(a) the sum, without duplication, of (i) Consolidated Net Income for such period, plus (ii) the amount
of all non-cash charges (including depreciation expense, amortization expense and deferred tax expense) deducted in arriving at Consolidated Net Income, plus (iii) the aggregate net amount of non-cash loss on the Disposition of assets by
the Borrower and the Restricted Subsidiaries (other than Dispositions of inventory and other Dispositions in the ordinary course of business), to the extent deducted in arriving at Consolidated Net Income, plus (iv) the aggregate amount
of any non-cash loss for such period attributable to the early extinguishment of Indebtedness, Hedge Agreements or other derivative instruments, to the extent deducted in arriving at Consolidated Net Income;
minus 
 (b) the sum, without duplication (in each case, for the Borrower and the Restricted Subsidiaries on a
consolidated basis), of: 
 (i) Consolidated Capital Expenditures that are (A) actually made during such period, to
the extent financed with Internally Generated Cash, or (B) at the option of the Borrower, committed during such period pursuant to binding contracts with third parties to be made during the period of 180 days immediately following the end of
such period; provided that (1) if any Consolidated Capital 

  
 20 








 
Expenditures are deducted from Consolidated Excess Cash Flow pursuant to clause (B) above, such amount shall be added to the Consolidated Excess Cash Flow for the immediately succeeding
period of four consecutive Fiscal Quarters of the Borrower to the extent the expenditure is not actually made within such 180-day period or is financed other than with Internally Generated Cash and (2) no deduction shall be taken in the
immediately succeeding period of four consecutive Fiscal Quarters when such amounts deducted pursuant to clause (B) are actually spent, 

(ii) the aggregate principal amount of Indebtedness of the Borrower and the Restricted Subsidiaries repaid or prepaid by
the Borrower and the Restricted Subsidiaries during such period, to the extent financed with Internally Generated Cash, including, to the extent so financed, (A) the principal component of payments in respect of Capital Lease Obligations,
(B) scheduled Installments of Loans made pursuant to Section 2.12 and (C) the aggregate amount of Cash paid by the Borrower to acquire any Loans assigned to it pursuant to any Auction (only to the extent of the amount of Cash so
paid), but excluding (1) any prepayment of Loans pursuant to Section 2.13 or 2.14, (2) any repayment or prepayment of Permitted Revolving Indebtedness or other revolving extensions of credit (except, other than in the case of
Permitted Revolving Indebtedness, to the extent that any repayment or prepayment of such Indebtedness is accompanied by a permanent reduction in related commitments), (3) repayments or prepayments of Permitted Pari Passu Secured Indebtedness to
the extent reducing the required prepayment of Loans in respect of such period pursuant to Section 2.14(d) and (4) repayments or prepayments of Junior Indebtedness except to the extent permitted by Section 6.4(h) (it being understood
and agreed that any amount excluded pursuant to clauses (1) through (4) above may not be deducted under any other clause of this definition), 

(iii) to the extent not deducted in arriving at Consolidated Net Income, Restricted Junior Payments of the type referred
to in clause (a) or (b) of the definition of such term made by the Borrower and the Restricted Subsidiaries in Cash during such period under Sections 6.4(d), 6.4(e), 6.4(f), 6.4(k) and 6.4(l) (solely to the extent made in reliance on
clause (a)(i) of the Available Basket Amount) to the extent financed with Internally Generated Cash, 
 (iv) (A) to the
extent not deducted in arriving at Consolidated Net Income, the aggregate amount of any premium, make-whole or penalty payments actually paid in Cash during such period that are required to be made in connection with any prepayment or satisfaction
and discharge of Indebtedness, to the extent not financed with Excluded Sources, and (B) to the extent included in arriving at Consolidated Net Income, the aggregate amount of any income for such period attributable to the early extinguishment
of Indebtedness, Hedge Agreements or other derivative instruments, 

  
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 (v) to the extent not deducted in arriving at Consolidated Net Income,
payments actually made in Cash during such period in satisfaction of noncurrent liabilities (other than Indebtedness), 

(vi) to the extent not deducted in arriving at Consolidated Net Income for such period or any prior period, Cash fees and
expenses paid in Cash during such period in connection with the Transactions or, to the extent permitted hereunder, any Acquisition or other Investment permitted under Section 6.4, any issuance of Equity Interests in the Borrower or any
incurrence of Indebtedness (whether or not consummated), in each case to the extent not financed with Excluded Sources, 

(vii) to the extent not deducted in arriving at Consolidated Net Income for such period or any prior period, the aggregate
amount of other expenditures that are actually made in Cash during such period (including expenditures for payment of financing fees), 

(viii) the amount of Cash payments (A) actually made during such period to consummate any Acquisition or other
Investment permitted under Sections 6.6(b), 6.6(j), 6.6(k), 6.6(s) (solely to the extent made in reliance on clause (a)(i) of the definition of “Available Basket Amount”) and 6.6(t), to the extent financed with Internally
Generated Cash, or (B) at the option of the Borrower, committed during such period pursuant to binding contracts with third parties to make such Acquisition or other Investments during the period of 180 days immediately following the end of
such period; provided that (1) if any amount is deducted from Consolidated Excess Cash Flow pursuant to clause (B) above, such amount shall be added to Consolidated Excess Cash Flow for the immediately succeeding period of four
consecutive Fiscal Quarters of the Borrower to the extent such Acquisition or other Investment is not actually consummated during such 180-day period or is financed other than with Internally Generated Cash and (2) no deduction shall be taken
in the immediately succeeding period of four consecutive Fiscal Quarters when such amounts deducted pursuant to clause (B) are actually spent, 

(ix) to the extent not deducted in arriving at such Consolidated Net Income for such period or any prior period, the
amount of Cash payments made in respect of pensions and other postemployment benefits during such period, 
 (x) Cash
expenditures in respect of Hedge Agreements during such period to the extent they exceed the amount of expenditures expensed in determining Consolidated Net Income for such period, 

(xi) to the extent not deducted in arriving at Consolidated Net Income for such period or any prior period, the aggregate
amount of all Cash taxes paid or tax reserves set aside or payable (without duplication), including penalties and interest, for such period, and 

(xii) to the extent included in arriving at such Consolidated Net Income, the aggregate net amount of non-cash gain on the
Disposition of assets by the Borrower and the Restricted Subsidiaries (other than Dispositions of inventory and other Dispositions in the ordinary course of business); plus 

  
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 (c) the Consolidated Working Capital Adjustment. 

“Consolidated Net Income” means, for any period, the net income (or loss) of the Borrower and the Subsidiaries for such
period, determined on a consolidated basis in conformity with GAAP and to the extent attributable to the Borrower, provided that (a) any net income (or loss) of any Person (including any Unrestricted Subsidiary or any Person accounted
for by the equity method of accounting) that is not the Borrower or a Restricted Subsidiary shall be excluded, except to the extent of amount of Cash and Cash Equivalents (or of other assets, but only to the extent of Cash and Cash Equivalents
received during the same accounting period as such distribution of such assets as a result of a conversion of such assets into Cash or Cash Equivalents) actually distributed during such period by any such Person to the Borrower or a Restricted
Subsidiary as a dividend or similar distribution (and except that the provisions of this clause (a) will not apply to the extent inclusion of such net income (or loss) of such Person is required for any calculation of Consolidated Adjusted
EBITDA on a Pro Forma Basis), (b) the net income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged or consolidated with or into the Borrower or any Restricted Subsidiary shall be excluded (except
to the extent inclusion of such net income (or loss) of such Person is required for any calculation of Consolidated Adjusted EBITDA on a Pro Forma Basis), (c) the cumulative effect of a change in accounting principles during such period shall
be excluded, (d) the accounting effects during such period of adjustments to inventory, property and equipment, goodwill and other intangible assets and deferred revenue required or permitted by GAAP (including the effects of such adjustments
pushed down to the Borrower and the Restricted Subsidiaries), and all other impacts of the application of purchase accounting, as a result of any Acquisition shall be excluded and (e) solely for the purpose of determining the Available Basket
Amount pursuant to clause (a)(ii) of the definition of such term, the income of any Restricted Subsidiary that is not a Guarantor shall be excluded to the extent that, on the date of determination, the declaration or payment of Cash dividends or
similar distributions by such Restricted Subsidiary of such income is not permitted without approval of any Governmental Authority that has not been obtained or is not permitted by operation of the terms of the Organizational Documents of such
Restricted Subsidiary or any Contractual Obligation, judgment, decree, order or other applicable law applicable to such Restricted Subsidiary or its equity holders that has not been waived, except (solely to the extent permitted to be paid) to the
extent of the amount of Cash and Cash Equivalents actually distributed during such period by such Restricted Subsidiary to the Borrower or any other Credit Party as a dividend or similar distribution. For the avoidance of doubt, Consolidated Net
Income for any period prior to the Closing Date shall be determined on a Pro Forma Basis giving effect to the Transactions as if they had been consummated on the first day of such period. 

“Consolidated Secured Net Debt” means, as of any date, (a) the aggregate principal amount of Indebtedness of the
Borrower and the Restricted Subsidiaries outstanding as of such date, in the amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in conformity with GAAP (but without giving effect to any accounting


  
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principle that results in the amount of any such Indebtedness (other than zero coupon Indebtedness) as reflected on such balance sheet to be below the stated principal amount of such
Indebtedness), consisting solely of Indebtedness for borrowed money, obligations evidenced by bonds, debentures, notes or similar instruments, Capital Lease Obligations and purchase money Indebtedness, in each case only if such Indebtedness is
secured by a Lien on any asset of the Borrower or any Restricted Subsidiary, plus (b) Guarantees by the Borrower or any Restricted Subsidiary of Indebtedness of the type (whether or not secured) described in clause (a) above of
any Person other than the Borrower or a Restricted Subsidiary, in each case only if such Guarantees are secured by a Lien on any asset of the Borrower or any Restricted Subsidiary, minus (c) the aggregate amount of Unrestricted Cash as
of such date (but disregarding the proceeds of Indebtedness that is incurred on such date). 
 “Consolidated Total Assets”
means, as of any date, the consolidated total assets of the Borrower and the Restricted Subsidiaries as set forth on the consolidated balance sheet of the Borrower as of the last day of the applicable Test Period prepared in conformity with GAAP
(but excluding all amounts attributable to Unrestricted Subsidiaries); provided that prior to the first delivery of financial statements pursuant to Section 5.1(a) or 5.1(b), this definition shall be applied based on the pro forma
consolidated balance sheet of the Borrower as of March 31, 2014 included in the Pro Forma Financial Statements. 

“Consolidated Total Net Debt” means, as of any date, (a) the aggregate principal amount of Indebtedness of the Borrower
and the Restricted Subsidiaries outstanding as of such date, in the amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in conformity with GAAP (but without giving effect to any accounting principle
that results in the amount of any such Indebtedness (other than zero coupon Indebtedness) as reflected on such balance sheet to be below the stated principal amount of such Indebtedness), consisting solely of Indebtedness for borrowed money,
obligations evidenced by bonds, debentures, notes or similar instruments, Capital Lease Obligations and purchase money Indebtedness, plus (b) Guarantees by the Borrower or any Restricted Subsidiary of Indebtedness of the type described
in clause (a) of any Person other than the Borrower or a Restricted Subsidiary, minus (c) the aggregate amount of Unrestricted Cash as of such date (but disregarding the proceeds of Indebtedness that is incurred on such date). 

“Consolidated Working Capital” means, as of any date, the excess of (a) Consolidated Current Assets as of such date over
(b) Consolidated Current Liabilities as of such date. 
 “Consolidated Working Capital Adjustment” means, for any
period, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period. In calculating the Consolidated Working
Capital Adjustment for any period, there shall be excluded the effect of reclassification during such period of current assets to long term assets and current liabilities to long term liabilities and the effect of any Acquisition consummated during
such period; provided that there shall be included with respect to any Acquisition consummated during such period an amount (which may be a negative number) by which the Consolidated Working Capital attributable to the Persons or assets
acquired in such Acquisition as of the date of the consummation thereof exceeds (or is less than) the Consolidated Working Capital attributable to such Persons or assets as of the end of such period. 

  
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 “Contractual Obligation” means, with respect to any Person, any provision of any
Security issued by such Person or any indenture, mortgage, deed of trust, contract, undertaking or other agreement or instrument to which such Person is a party or by which such Person or any of its properties is bound or to which such Person or any
of its properties is subject. 
 “Contributing Guarantor” as defined in Section 7.2(b). 

“Control” means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies, or the dismissal or appointment of the management, of such Person, whether through the ownership of Securities, by contract, or otherwise. The words “Controlling”, “Controlled by” and
“under common Control with” have correlative meanings. 
 “Control Agreement” means, with respect to any deposit
account or securities account maintained by any Credit Party, a control agreement in form and substance reasonably satisfactory to the Collateral Agent, duly executed and delivered by such Credit Party and the depositary bank or the securities
intermediary, as the case may be, with which such account is maintained. 
 “Conversion/Continuation Date” means the
effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation Notice. 

“Conversion/Continuation Notice” means a Conversion/Continuation Notice substantially in the form of Exhibit E. 

“Counterpart Agreement” means a Counterpart Agreement substantially in the form of Exhibit F. 

“Credit Date” means the date of any Credit Extension, including the Closing Date. 

“Credit Document” means each of this Agreement, the Collateral Documents, the Post-Closing Letter Agreement, the Counterpart
Agreements, the Extension Agreements, the Incremental Facility Agreements, the Refinancing Facility Agreements, any Permitted Intercreditor Agreement and, except for purposes of Section 10.5, the Notes, if any. 

“Credit Extension” means the making of a Loan. 

“Credit Parties” means the Borrower and the Guarantor Subsidiaries. 

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

  
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 “Declined Mandatory Prepayment Retained Amount” means any portion of the amount
of any mandatory prepayment of Loans required pursuant to Section 2.14(a), 2.14(b), 2.14(d) or 2.14(e) that has been declined by the Lenders in accordance with Section 2.15(c), but only to the extent retained by the Borrower in accordance
with Section 2.15(c). 
 “Default” means a condition or event that, after notice or lapse of time or both, would constitute
an Event of Default. 
 “Defaulting Lender” means, subject to Section 2.22(b), any Lender that (a) has failed
(i) to 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 good faith in writing that such failure
is the result of such Lender’s determination that one or more conditions precedent to funding (which conditions precedent, together with the applicable default, if any, shall be specifically identified in such writing) has not been satisfied,
or (ii) to pay to the Administrative Agent, the Collateral Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Borrower or the Administrative
Agent 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 the applicable default, if any, 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 Administrative Agent and Borrower), or (d) the
Administrative Agent has received notification that such Lender, or a direct or indirect parent company of such Lender, (i) is insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its
debts as they become due, or makes a general assignment for the benefit of its creditors or (ii) is the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or
sequestrator or the like has been appointed for such Lender or its direct or indirect parent company, or such Lender or its direct or indirect parent company has taken any action in furtherance of or indicating its consent to or acquiescence in any
such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in such Lender or any direct or indirect parent company thereof by a Governmental
Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such
Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. 

“Designated Subsidiary” means each Restricted Subsidiary other than (a) any Subsidiary that is not a wholly owned
Subsidiary, (b) any Subsidiary that is a CFC or a CFC Holding Company, (c) unless otherwise agreed by the Borrower, any Subsidiary that is not a Material Subsidiary, (d) any Subsidiary that is prohibited or restricted by applicable
law or, in the case of any Person that becomes a Subsidiary after the Closing Date, any contract or 

  
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agreement in effect at the time such Person becomes a Subsidiary (and not entered into in contemplation of or in connection with such Person becoming a Subsidiary) from providing an Obligations
Guarantee (including any such prohibition or restriction arising from any requirement to obtain the consent of any Governmental Authority or any third party under such contract or other agreement) or (e) any Subsidiary where the provision of an
Obligations Guarantee by such Subsidiary would result in material adverse tax consequences to the Borrower, as reasonably determined by the Borrower in consultation with the Administrative Agent; provided that no Subsidiary shall be excluded
pursuant to any of the foregoing clauses of this definition if such Subsidiary shall be an obligor (including pursuant to a Guarantee) under any Permitted Senior Notes Indebtedness, any Permitted Credit Agreement Refinancing Indebtedness, any
Permitted Incremental Equivalent Indebtedness or any Permitted Revolving Indebtedness. 
 “Disposition” means any sale,
transfer, lease or other disposition (including any sale or issuance of Equity Interests in a Restricted Subsidiary) of any property by any Person, including any sale, transfer or other disposition, with or without recourse, of any notes or accounts
receivable or any rights and claims associated therewith. “Dispose” has the meaning correlative thereto. 

“Disqualified Equity Interest” means, with respect to any Person, any Equity Interest in such Person that, by its terms (or
by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the occurrence of any event or condition, (a) matures or is
mandatorily redeemable (other than solely for Equity Interests in such Person that are not Disqualified Equity Interests and Cash in lieu of fractional shares of such Equity Interests), whether pursuant to a sinking fund obligation or otherwise,
(b) is redeemable at the option of the holder thereof (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and Cash in lieu of fractional shares of such Equity Interests), in whole or in
part, or is required to be repurchased by the Borrower or any Restricted Subsidiary, in whole or in part, at the option of the holder thereof or (c) is or becomes convertible into or exchangeable for, either mandatorily or at the option of the
holder thereof, Indebtedness or any other Equity Interests (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and Cash in lieu of fractional shares of such Equity Interests), in each case,
prior to the date that is 91 days after the latest Maturity Date (determined as of the date of issuance thereof or, in the case of any such Equity Interests outstanding on the date hereof, the date hereof), except, in the case of clauses
(a) and (b), as a result of a “change of control” or “asset sale”, so long as any rights of the holders thereof upon the occurrence of such a change of control or asset sale event are subject to the prior payment in full of
all Obligations; provided that an Equity Interest in any Person that is issued to any employee or to any plan for the benefit of employees or by any such plan to such employees shall not constitute a Disqualified Equity Interest solely
because it may be required to be repurchased by such Person or any of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability. 

“Disqualified Institution” means (a) such competitors of the Borrower and the Subsidiaries as have been identified by
name in writing by the Borrower to the Administrative Agent prior to the Closing Date or from time to time thereafter and (b) Affiliates of any such 

  
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competitor (i) that have been identified by name in writing by the Borrower to the Administrative Agent prior to the Closing Date or from time to time thereafter or (ii) where such
Affiliate’s relationship to such competitor is readily apparent on its face from the name of such Affiliate, in each case other than any such Affiliate that is a bank, financial institution or bona fide debt fund or investment vehicle that
regularly invests in commercial loans or similar extensions of credit in the ordinary course of business and for which no personnel involved with the relevant competitor (A) make investment decisions or (B) have access to non-public
information relating to the Borrower or any Subsidiary). Upon the request of any Lender, the Administrative Agent shall make the list of Disqualified Institutions that have been so identified by name pursuant to this definition available to such
Lender. It is understood and agreed that any identification by the Borrower pursuant to this definition after the Closing Date shall not apply retroactively to disqualify any Person that shall have become a Lender or a participant prior thereto (but
that no further assignments or delegations to, or sales of participations by, may be made to any such Person thereafter). Notwithstanding anything to the contrary in this Agreement, each of the parties hereto acknowledges and agrees that the
Administrative Agent (x) except for any Person expressly identified by name in writing by the Borrower to the Administrative Agent, shall not have any responsibility or obligation to determine whether any Lender or any potential assignee Lender
is a Disqualified Institution and (y) shall not have any liability with respect to any assignment or participation made to a Disqualified Institution. 

“Dollars” and the sign “$” mean the lawful money of the United States of America. 

“Domestic Subsidiary” means any Subsidiary organized under the laws of the United States of America, any State thereof or the
District of Columbia. 
 “Eligible Assignee” means (a) any Lender, any Affiliate of any Lender and any Related Fund
(any two or more Related Funds of any Lender being treated as a single Eligible Assignee for all purposes hereof) and (b) any commercial bank, insurance company, investment or mutual fund or other Person that is an “accredited
investor” (as defined in Regulation D under the Securities Act) and that extends credit or buys loans in the ordinary course of business; provided that none of (i) any natural person, (ii) any Credit Party or any Affiliate
of any Credit Party or (iii) any Disqualified Institution shall be an Eligible Assignee. 
 “Employee Benefit Plan”
means any “employee benefit plan”, as defined in Section 3(3) of ERISA, that is sponsored, maintained or contributed to by, or required to be contributed to by, the Borrower, any Restricted Subsidiary or any of their respective ERISA
Affiliates. 
 “Environmental Claim” means any investigation, written notice or demand, claim, action, suit, proceeding,
abatement order or other order or directive (conditional or otherwise) by any Governmental Authority or by or on behalf of any other Person, arising (a) pursuant to or in connection with any actual or alleged violation of, or liability under,
any Environmental Law, (b) in connection with any presence or Release of any Hazardous Material or any actual or alleged Hazardous Materials Activity or (c) in connection with any actual or alleged damage, injury, threat or harm to the
health and safety of any Person or to natural resources or the environment. 

  
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 “Environmental Laws” means all laws (including common law), statutes,
ordinances, orders, rules, regulations, codes, decrees, directives, judgments, Governmental Authorizations or any other requirements of, or binding agreements with, Governmental Authorities relating to (a) pollution or protection of the
environment and natural resources, (b) the generation, use, storage, transportation, recycling or disposal, including the arrangement for recycling or disposal, or Release of, or exposure to, Hazardous Materials or (c) occupational safety
and health or industrial hygiene, each with respect to the protection of human health from exposure to Hazardous Materials, in any manner applicable to the Borrower or any Restricted Subsidiary or to any Facility. 

“Equity Interests” means any and all shares, interests, participations or other equivalents (however designated) of capital
stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or acquire any of the
foregoing (other than, prior to the date of such conversion, Indebtedness that is convertible into any such Equity Interests). 

“ERISA” means the Employee Retirement Income Security Act of 1974. 

“ERISA Affiliate” means, with respect to any Person, (a) any corporation that is a member of a controlled group of
corporations within the meaning of Section 414(b) of the Internal Revenue Code of which such Person is a member, (b) any trade or business (whether or not incorporated) that is a member of a group of trades or businesses under common
control within the meaning of Section 414(c) of the Internal Revenue Code of which such Person is a member and (c) for purposes of provisions relating to Section 412 of the Internal Revenue Code, any member of an affiliated service
group within the meaning of Section 414(m) or 414(o) of the Internal Revenue Code of which such Person, any corporation described in clause (a) above or any trade or business described in clause (b) above is a member. Any Person that
was, but has since ceased to be, an ERISA Affiliate (within the meaning of the previous sentence) of the Borrower or any Restricted Subsidiary shall continue to be considered an ERISA Affiliate of the Borrower or such Restricted Subsidiary within
the meaning of this definition for six years after such creation. 
 “ERISA Event” means (a) a “reportable
event” within the meaning of Section 4043(c) of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for notice to the PBGC is waived), (b) the failure of the Borrower,
any Restricted Subsidiary or any of their respective ERISA Affiliates to meet the minimum funding standard of Section 412 of the Internal Revenue Code or Section 302 of ERISA with respect to any Pension Plan, (c) the filing pursuant
to Section 412(c) of the Internal Revenue Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension Plan, (d) the failure to make by its due date a required installment
under Section 430(j) of the Internal Revenue Code with respect to any Pension Plan or the failure of the Borrower, any Restricted Subsidiary or any of their respective ERISA Affiliates to make any required contribution to a Multiemployer Plan
(unless any such failures are corrected by the final due date for the plan year for which such failures occurred), (e) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a written notice of
intent to terminate such plan in a distress termination described in 

  
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Section 4041(c) of ERISA, (f) the withdrawal by the Borrower, any Restricted Subsidiary or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing
sponsors or the termination of any such Pension Plan resulting in liability to the Borrower, any Restricted Subsidiary or any of their respective Affiliates pursuant to Section 4063 or 4064 of ERISA, (g) the institution by the PBGC of
proceedings to terminate any Pension Plan, or the occurrence of any condition or event that could reasonably be expected to be constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan,
(h) the imposition of liability on the Borrower, any Restricted Subsidiary or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA,
(i) the withdrawal of the Borrower, any Restricted Subsidiary or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any
potential liability therefor, (j) the receipt by the Borrower, any Restricted Subsidiary or any of their respective ERISA Affiliates of notice from any Multiemployer Plan (i) concerning the imposition of withdrawal liability,
(ii) that such Multiemployer Plan is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, (iii) that such Multiemployer Plan is in “endangered” or “critical” status (within the meaning of
Section 432 of the Internal Revenue Code or Section 305 of ERISA) or (iv) that such Multiemployer Plan intends to terminate or has terminated under Section 4041A or 4042 of ERISA, (k) the occurrence of an act or omission
that could reasonably be expected to give rise to the imposition on the Borrower, any Restricted Subsidiary or any of their respective ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the Internal Revenue Code in
respect of any Employee Benefit Plan, (l) the occurrence of an act or omission that could reasonably be expected to give rise to the imposition on the Borrower or any Restricted Subsidiary of fines, penalties, taxes or related charges under
Section 409, Section 502(c), 502(i) or 502(l), or Section 4071 of ERISA in respect of any Employee Benefit Plan, (m) the assertion of a claim (other than routine claims for benefits) against any Employee Benefit Plan other than a
Multiemployer Plan or the assets thereof, or against the Borrower, any Restricted Subsidiary or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan, (n) a written determination that any Pension Plan is, or is
reasonably expected to be, in “at risk” status (as defined in Section 430(i)(4) of the Internal Revenue Code or Section 303(i)(4) of ERISA) with respect to any plan year, (o) the imposition of a Lien pursuant to
Section 430(k) of the Internal Revenue Code or ERISA, (p) the occurrence of a non-exempt “prohibited transaction” (as defined in Section 4975 of the Internal Revenue Code or Section 406 of ERISA) or (q) any Foreign
Benefit Event. 
 “Eurodollar Rate Borrowing” means a Borrowing comprised of Eurodollar Rate Loans. 

“Eurodollar Rate Loan” means a Loan bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate. 

“Event of Default” means any condition or event set forth in Section 8.1. 

“Exchange Act” means the United States Securities Exchange Act of 1934. 

“Excluded Property” as defined in the definition of the term “Collateral and Guarantee Requirement”. 

  
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 “Excluded Sources” means (a) proceeds of any incurrence or issuance of
Long-Term Indebtedness and (b) proceeds of any issuance or sale of Equity Interests in the Borrower. 
 “Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise
Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction
imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, United States federal withholding Taxes imposed (or that would be imposed) on amounts payable to or for the
account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment
requested by the Borrower under Section 2.23) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.20, amounts with respect to such Taxes were payable either to such
Lender’s assignor immediately before such Lender acquired the applicable interest in such Loan or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to
comply with Section 2.20(g) and (d) any United States federal withholding Taxes imposed under FATCA. 
 “Existing Credit
Agreement” means the Credit Agreement dated as of June 9, 2011, among the Borrower and Poco Graphite, Inc., as borrowers, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent. 

“Extended Term Borrowing” means a Borrowing comprised of Extended Term Loans of a particular Class. 

“Extended Term Loan Exposure” means, with respect to any Lender, for any Class of Extended Term Loans at any time, the
aggregate principal amount of the Extended Term Loans of such Class of such Lender at such time. 
 “Extended Term Loans”
as defined in the definition of the term Extension Permitted Amendment. 
 “Extending Lenders” as defined in Section
2.25(a). 
 “Extension Agreement” means an Extension Agreement, in form and substance reasonably satisfactory to the
Administrative Agent and the Borrower, among the Borrower, the Administrative Agent and one or more Extending Lenders, effecting one or more Extension Permitted Amendments and such other amendments hereto and to the other Credit Documents as are
contemplated by Section 2.25. 
 “Extension Offer” as defined in Section 2.25(a). 

“Extension Permitted Amendment” means an amendment to this Agreement and the other Credit Documents, effected in connection
with an Extension Offer pursuant to Section 2.25, providing for an extension of the Maturity Date applicable to the Loans of the Extending Lenders of the applicable Extension Request Class (such Loans being referred to as the “Extended
Term Loans”) and, in connection therewith: 
 (a) an increase or decrease in the yield with respect to such Extended
Term Loans (including any increase or decrease in, or an introduction of, interest margins, benchmark rate floors, fixed interest rates or fees or premiums), 

  
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 (b) a modification of the scheduled amortization resulting therefrom,
provided that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the remaining weighted average life to maturity of the Loans of the applicable Extension Request Class (and, for purposes of determining
the weighted average life to maturity of any such Loans, the effects of any prepayments made prior to the date of the determination shall be disregarded), 

(c) a modification of voluntary or mandatory prepayments resulting therefrom (including prepayment premiums, “no
call” terms and other restrictions thereon), provided that such requirements may provide that such Extended Term Loans may participate in any mandatory prepayments (other than, except if the Loans of the applicable Extension Request
Class constitute Tranche B Term Loans, any mandatory prepayment under Section 2.14(e)) on a pro rata basis (or on a basis that is less than pro rata) with the Loans of the applicable Extension Request Class, but may not provide for
mandatory prepayment requirements that are more favorable than those applicable to the Loans of the applicable Extension Request Class, 

(d) an increase in the fees payable to, or the inclusion of new fees to be payable to, the Extending Lenders in respect of such
Extension Offer or their Extended Term Loans, and/or 
 (e) an addition of any covenants applicable to the Borrower and/or
the Restricted Subsidiaries, provided that to the extent such covenants are not consistent with those applicable to the Loans of the applicable Extension Request Class, such differences shall be reasonably satisfactory to the Administrative
Agent (it being agreed, however, that (i) any Extension Agreement may include any Previously Absent Financial Maintenance Covenant if such Previously Absent Financial Maintenance Covenant applies only to periods after the latest Maturity Date
in effect at the time of the effectiveness thereof or this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of all Lenders and (ii) any Extension Agreement may include covenants and other
provisions applicable only to periods after the latest Maturity Date in effect at the time of effectiveness thereof). 
 “Extension
Request Class” as defined in Section 2.25(a). 
 “Facility” means any real property (including all buildings,
fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by the Borrower or any Restricted Subsidiary or any of their respective predecessors or Affiliates. 

“Fair Share” as defined in Section 7.2(b). 

  
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 “Fair Share Contribution Amount” as defined in Section 7.2(b). 

“FATCA” means Sections 1471 through 1474 of the Internal Revenue 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, any official intergovernmental agreements with respect thereto and any
agreements entered into pursuant to Section 1471(b)(1) of the Code. 
 “Federal Funds Effective Rate” means, for any
day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published
on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate charged to the Administrative Agent on such day on such
transactions as shall be determined by the Administrative Agent. 
 “Fee Letter” means the Amended and Restated Fee Letter
dated March 10, 2014, among Goldman Sachs, Jefferies Finance LLC, PNC Bank, National Association, RBS Citizens, N.A., Stifel Financial Corporation, Stifel, Nicolaus & Company, Inc., U.S. Bank National Association, U.S. Bancorp
Investments, Inc. and the Borrower (including any joinders thereto entered into subsequent to March 10, 2014). 
 “Financial
Officer” means, with respect to any Person, any individual holding the position of chief financial officer, treasurer, corporate controller or director of treasury operations of such Person; provided that, when such term is used in
reference to any document executed by, or a certification of, a Financial Officer, the secretary or assistant secretary of such Person shall have delivered an incumbency certificate to the Administrative Agent as to the authority of such individual.

 “Financial Officer Certification” means, (a) with respect to any consolidated financial statements of the Borrower,
a certificate of the chief financial officer or the chief accounting officer of such Person stating that such financial statements present fairly, in all material respects, the consolidated financial position of the Borrower and the Subsidiaries as
of the dates indicated and the consolidated results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a consistent basis (except as otherwise disclosed in such financial statements), subject to
changes resulting from audit and normal year-end adjustments, and (b) with respect to any Unrestricted Subsidiary Reconciliation Statement, a certificate of the chief financial officer of the Borrower
stating that such reconciliation statement accurately reflects all adjustments necessary to treat the Unrestricted Subsidiaries as if they were not consolidated with the Borrower and to otherwise eliminate all accounts of the Unrestricted
Subsidiaries and reflects no other adjustment from the related GAAP financial statement (except as otherwise disclosed in such reconciliation statement). 

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year. 

  
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 “Fiscal Year” means the fiscal year of the Borrower and the Subsidiaries ending
on December 31 of each calendar year. 
 “Flood Certificate” means a “Standard Flood Hazard Determination
Form” of the Federal Emergency Management Agency. 
 “Flood Hazard Property” means any Real Estate Asset subject to a
Mortgage in favor of the Collateral Agent, for the benefit of the Secured Parties, the improvements on which are located in an area designated by the Federal Emergency Management Agency as having special flood hazards. 

“Flood Program” means the National Flood Insurance Program created by the US Congress pursuant to the National Flood
Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004. 

“Flood Zone” means areas having special flood hazards as described in the National Flood Insurance Act of 1968. 

“Foreign Benefit Event” means, with respect to any Foreign Pension Plan, (a) the existence of unfunded liabilities in
excess of the amount permitted under any applicable law, (b) the failure to make the required contributions or payments, under any applicable law, on or before the due date for such contributions or payments (including any applicable grace
period) or (c) the receipt of a notice from an applicable Governmental Authority relating to the intention to terminate any such Foreign Pension Plan or to appoint a trustee or similar official to administer any such Foreign Pension Plan, in
either case to protect the interests of the participants or to avoid any unreasonable deterioration of the financial condition of the Foreign Pension Plan or any unreasonable increase in liability with respect to the Foreign Pension Plan or alleging
the insolvency of any such Foreign Pension Plan, in each case, which could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. 

“Foreign Lender” means a Lender that is not a US Person. 

“Foreign Pension Plan” means any material defined benefit plan described in Section 4(b)(4) of ERISA that under
applicable law is required to be funded through a trust or other funding vehicle, other than a trust or funding vehicle maintained exclusively by a Governmental Authority. 

“Foreign Pledge Agreement” means a pledge or charge agreement pursuant to which a Credit Party grants a Lien on Equity
Interests in a Foreign Subsidiary to secure the Obligations, governed by the law of the jurisdiction of organization of such Foreign Subsidiary and in form and substance reasonably satisfactory to the Collateral Agent. 

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

“Funding Notice” means a notice substantially in the form of Exhibit G. 

  
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 “GAAP” means, at any time, subject to Section 1.2, United States generally
accepted accounting principles as in effect at such time, applied in accordance with the consistency requirements thereof. 

“Goldman Sachs” as defined in the preamble hereto. 

“Governmental Act” means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto
government or Governmental Authority. 
 “Governmental Authority” means any federal, state, municipal, national,
supranational or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity, officer or examiner exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to any government or any court, in each case whether associated with the United States of America, any State thereof or the District of Columbia or a foreign entity or government. 

“Governmental Authorization” means any permit, license, registration, approval, exemption, authorization, plan, directive,
binding agreement, consent order or consent decree made to, or issued, promulgated or entered into by or with, any Governmental Authority. 

“Grantor” as defined in the Pledge and Security Agreement. 

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the
guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct
or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or
lease property, Securities or services for the purpose of assuring the owner of such Indebtedness of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Indebtedness or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness; provided that the term “Guarantee”
shall not include (i) endorsements for collection or deposit in the ordinary course of business or (ii) reasonable indemnity obligations entered into in connection with any Acquisition or any Disposition permitted hereunder (other than any
such obligations with respect to Indebtedness). The amount, as of any date of determination, of any Guarantee shall be the principal amount outstanding on such date of Indebtedness guaranteed thereby (or, in the case of (A) any Guarantee the
terms of which limit the monetary exposure of the guarantor or (B) any Guarantee of an obligation that does not have a principal amount, the maximum monetary exposure as of such date of the guarantor under such Guarantee (as determined, in the
case of clause (A), pursuant to such terms or, in the case of clause (B), reasonably and in good faith by the chief financial officer of the Borrower)). 

“Guarantor Subsidiary” means each Restricted Subsidiary that is a party hereto as a “Guarantor Subsidiary” and a
party to the Pledge and Security Agreement as a “Grantor” thereunder (it being understood, for the avoidance of doubt, that no Subsidiary that is excluded from being a Designated Subsidiary shall be required to be a Guarantor Subsidiary).


  
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 “Guarantors” means each Guarantor Subsidiary; provided that, for purposes
of Section 7, the term “Guarantors” shall also include the Borrower. 
 “Hazardous Materials” means any
chemical, material, waste or substance that is prohibited, limited or regulated by or pursuant to any Environmental Law, and any petroleum products, distillates or byproducts and all other hydrocarbons, radon, asbestos or asbestos-containing
materials, urea formaldehyde foam insulation, polychlorinated biphenyls, chlorofluorocarbons and all other ozone-depleting substances, and heavy metals. 

“Hazardous Materials Activity” means any activity, event or occurrence involving any Hazardous Materials, including the
generation, use, storage, transportation, recycling or disposal, including the arrangement for recycling or disposal, or Release of, or exposure to, or presence of, any Hazardous Materials, and any treatment, abatement, removal, remediation,
corrective action or response action with respect to any of the foregoing. 
 “Hedge Agreement” means any agreement with
respect to any swap, forward, future or derivative transaction, or any option or similar agreement, involving, or settled by reference to, one or more rates, currencies, commodities, prices of equity or debt securities or instruments, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value, or any similar transaction or combination of the foregoing transactions; provided that no phantom stock, stock option, stock appreciation right or
similar plan or right providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Hedge Agreement. 

“Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted
for, charged, or received under the laws applicable to any Lender that are presently in effect or, to the extent allowed by law, under such applicable laws that may hereafter be in effect and that allow a higher maximum nonusurious interest rate
than applicable laws now allow. 
 “Historical Acquired Company Financial Statements” means (a) the audited
consolidated balance sheets and related audited statements of operations, stockholders’ equity and cash flows, in each case prepared in conformity with GAAP, of the Acquired Company and its consolidated Subsidiaries for each of the fiscal years
ended December 31, 2011, 2012 and 2013 and (b) the unaudited consolidated balance sheets and related unaudited consolidated statements of operations, stockholders’ equity and cash flows, in each case prepared in conformity with GAAP,
of the Acquired Company and its consolidated Subsidiaries for each subsequent fiscal quarter ended at least 40 days prior to the Closing Date. 

“Historical Borrower Financial Statements” means (a) the audited consolidated balance sheets and related audited
statements of operations, comprehensive income, equity and cash flows, in each case prepared in conformity with GAAP, of the Borrower and its consolidated Subsidiaries for each of the Fiscal Years ended December 31, 2011, 2012 and 2013


  
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and (b) the unaudited consolidated balance sheets and related unaudited consolidated statements of operations, comprehensive income, equity and cash flows, in each case prepared in
conformity with GAAP, of the Borrower and its consolidated Subsidiaries for each subsequent Fiscal Quarter ended at least 40 days prior to the Closing Date. 

“Incremental Amount” means, as of any date of determination, an amount not in excess of (a) (i) $225,000,000
minus (ii) the sum of (A) the excess, if any, of (x) the sum of (1) the aggregate amount of commitments under the Permitted Revolving Indebtedness Documents then in effect plus (2) (but without duplication to the
extent representing a usage of such commitments) the aggregate principal amount of Permitted Revolving Indebtedness then outstanding over (y) $85,000,000, (B) the aggregate amount of Incremental Term Loan Commitments established and,
without duplication, the aggregate principal amount of Incremental Term Loans incurred, in each case, prior to such date in reliance on this clause (a) and (C) the aggregate principal amount of any Permitted Incremental Equivalent
Indebtedness incurred prior to such date in reliance on this clause (a), plus (b) an additional amount so long as, in the case of this clause (b), after giving Pro Forma Effect to the incurrence of Indebtedness with respect to which the
Incremental Amount is being determined and the use of proceeds thereof (but without netting the Cash proceeds of such Indebtedness), (i) in the case of incurrence of any Incremental Term Loans or Permitted Incremental Equivalent Indebtedness
that is secured, the Secured Net Leverage Ratio, determined as of the last day of the Test Period most recently ended on or prior to such date, shall not exceed 2:00:1.00 or (ii) in the case of incurrence of any Permitted Incremental Equivalent
Indebtedness that is Permitted Unsecured Indebtedness, either (A) the Total Net Leverage Ratio, determined as of the last day of the Test Period most recently ended on or prior to such date, shall not exceed 3.75:1.00 or (B) solely in the
case of the incurrence of any such Permitted Incremental Equivalent Indebtedness the proceeds of which are used to finance a Permitted Acquisition, the Total Net Leverage Ratio, determined as of the last day of the Test Period most recently ended on
or prior to such date, shall be less than the Total Net Leverage Ratio, determined as of such date but without giving Pro Forma Effect to the incurrence of such Indebtedness and the use of proceeds thereof; provided that (x) if, for
purposes of determining capacity under clause (b) above, Pro Forma Effect is given to the entire committed amount of any Indebtedness with respect to which the Incremental Amount is being determined, such committed amount may thereafter be
borrowed and reborrowed, in whole or in part, from time to time, without any further testing under this definition (provided that such committed amount shall, solely for purposes of calculating availability under clause (b) above and
Section 6.1(l), at all times thereafter be deemed to be fully funded as Indebtedness for borrowed money) and (y) any Incremental Term Loans and Permitted Incremental Equivalent Indebtedness may be incurred in reliance on clause
(b) above regardless of whether there is capacity under clause (a) above, or may be incurred in reliance in part on clause (b) above and in part on clause (a) above, all as determined by the Borrower in its sole discretion. 

“Incremental Facility Agreement” means an Incremental Facility Agreement, in form and substance reasonably satisfactory to
the Administrative Agent and the Borrower, among the Borrower, the Administrative Agent and one or more Incremental Lenders, establishing Incremental Term Loan Commitments of any Class, specifying the purposes for which the proceeds of the Loans
made pursuant thereto will be used and effecting such other amendments hereto and to the other Credit Documents as are contemplated by Section 2.24. 

  
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 “Incremental Lender” means a Lender with an Incremental Term Loan Commitment or
an Incremental Term Loan. 
 “Incremental Term Borrowing” means a Borrowing comprised of Incremental Term Loans of a
particular Class. 
 “Incremental Term Loan” means a loan made by an Incremental Term Lender to the Borrower pursuant to
Section 2.24. 
 “Incremental Term Loan Commitment” means, with respect to any Lender, the commitment, if any, of such
Lender, established pursuant an Incremental Facility Agreement and Section 2.24, to make Incremental Term Loans of any Class hereunder, expressed as an amount representing the maximum principal amount of the Incremental Term Loans of such Class
to be made by such Lender, subject to any increase or reduction pursuant to the terms and conditions hereof. The initial amount of each Lender’s Incremental Term Loan Commitment of any Class, if any, is set forth in the Incremental Facility
Agreement or Assignment Agreement pursuant to which such Lender shall have established or assumed its Incremental Term Loan Commitment of such Class. 

“Incremental Term Loan Exposure” means, with respect to any Lender, for any Class of Incremental Term Loans at any time,
(a) prior to the making of the Incremental Term Loans of such Class, the Incremental Term Loan Commitment of such Lender to make Incremental Term Loans of such Class at such time and (b) after the making of the Incremental Term Loans of
such Class, the aggregate principal amount of the Incremental Term Loans of such Class of such Lender at such time. 
 “Incremental
Term Loan Maturity Date” means, with respect to Incremental Term Loans of any Class, the scheduled date on which such Incremental Term Loans shall become due and payable in full hereunder, as specified in the applicable Incremental Facility
Agreement. 
 “Indebtedness” means, with respect to any Person, without duplication, (a) all obligations of such
Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property
acquired by such Person (excluding trade accounts payable incurred in the ordinary course of business), (d) all obligations of such Person in respect of deferred purchase price of property or services (excluding (i) current accounts
payable incurred in the ordinary course of business, (ii) deferred compensation payable to directors, officers or employees of such Person or any of its Subsidiaries and (iii) any purchase price adjustment or earnout obligation incurred in
connection with an acquisition, except to the extent that the amount payable pursuant to such purchase price adjustment or earnout obligation is, or becomes, reasonably determinable), (e) all Capital Lease Obligations of such Person,
(f) the maximum aggregate amount (determined after giving effect to any prior drawings or reductions that have been reimbursed) of all letters of credit and letters of guaranty in respect of which such Person is an account party, (g) the
principal component of all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (h) all Indebtedness of others secured by any Lien on any property owned or acquired by such Person, whether or not the


  
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Indebtedness secured thereby has been assumed by such Person, valued, as of any date of determination, at the lesser of (i) the principal amount of such Indebtedness and (ii) the fair
market value of such property (as determined in good faith by such Person), (i) all Guarantees by such Person of Indebtedness of others and (j) all Disqualified Equity Interests in such Person, valued, as of the date of determination, at
the greater of (i) the maximum aggregate amount that would be payable upon maturity, redemption, repayment or repurchase thereof (or of Disqualified Equity Interests or Indebtedness into which such Disqualified Equity Interests are convertible
or exchangeable) and (ii) the maximum liquidation preference of such Disqualified Equity Interests. The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner to the extent such
Person is liable therefor as a result of such Person’s ownership interest in such other Person, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. 

“Indemnified Liabilities” means any and all liabilities, obligations, losses, damages (including natural resource damages),
penalties, claims (including Environmental Claims), actions, judgments, suits, costs (including the costs of any investigation, study, sampling, or testing of any Hazardous Materials and any Hazardous Materials Activity), expenses and disbursements
of any kind or nature whatsoever (including the reasonable fees, expenses and other charges of counsel and consultants for the Indemnitees in connection with any investigative, administrative or judicial proceeding or hearing commenced or threatened
by any Person (including by any Credit Party or any Affiliate thereof), whether or not any such Indemnitee shall be designated as a party or a potential party thereto (but limited, in the case of any one such proceeding or hearing, to fees, expenses
and other charges of one firm of primary counsel and one firm of local counsel in each applicable jurisdiction for all the Indemnitees (and, if any Indemnitee shall have advised the Borrower that there is an actual or perceived conflict of interest,
one additional firm of primary counsel and one additional firm of local counsel in each applicable jurisdiction for each group of affected Indemnitees that are similarly situated), and any fees or expenses incurred by the Indemnitees in enforcing
this indemnity), whether direct, indirect, special, consequential or otherwise and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and
Environmental Laws), on common law or equitable causes of action or on contract or otherwise, that may be imposed on, incurred by or asserted against any such Indemnitee, in any manner relating to or arising out of (a) this Agreement or the
other Credit Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreement to make Credit Extensions, the syndication of the credit facilities provided for herein or the use or intended use of the proceeds
thereof, any amendments, waivers or consents with respect to any provision of this Agreement or any of the other Credit Documents, or any enforcement of any of the Credit Documents (including any sale of, collection from, or other realization upon
any of the Collateral or the enforcement of the Obligations Guarantee)), (b) any commitment letter, engagement letter, fee letter or other letter or agreement delivered by any Agent, any Arranger or any Lender to the Borrower, or any Affiliate
thereof, in connection with the arrangement of the credit facilities provided for herein or in connection with the transactions contemplated by this Agreement or (c) any Environmental Claim or any Hazardous Materials Activity directly or
indirectly relating to or arising from any past or present activity, operation, land ownership, or practice of the Borrower or any Subsidiary; provided that none of the foregoing shall include any Taxes, other than Taxes that represent
liabilities, obligations, losses, damages, penalties, claims, costs, expenses or disbursements relating to or arising from any non-Tax action, judgment, suit or claim. 

  
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 “Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on
or with respect to any payment made by or on account of any obligation of any Credit Party under any Credit Document and (b) to the extent not otherwise described in clause (a), Other Taxes. 

“Indemnitee” as defined in Section 10.3. 

“Installment” means (a) when used in respect of the Tranche B Term Loans or Tranche B Term Borrowings, each payment of
the principal amount thereof due under Section 2.12(a) (including the payment due on the Tranche B Term Loan Maturity Date) and (b) when used in respect of any Loans or Borrowings of any other Class, each payment of the principal amount
thereof due under Section 2.12(b) (including the payment due on the Maturity Date applicable to Loans of such Class). 

“Insurance/Condemnation Event” means any casualty or other insured damage to, or any taking under the power of eminent domain
or by condemnation or similar proceeding of, or any disposition under a threat of such taking of, all or any part of any assets of the Borrower or any Restricted Subsidiary, other than any of the foregoing resulting in aggregate Net Proceeds not
exceeding $5,000,000. 
 “Intellectual Property” as defined in the Pledge and Security Agreement. 

“Intellectual Property Grant of Security Interest” as defined in the Pledge and Security Agreement. 

“Intercompany Indebtedness Subordination Agreement” means an Intercompany Indebtedness Subordination Agreement substantially
in the form of Exhibit H. 
 “Interest Payment Date” means (a) with respect to any Base Rate Loan, the last
Business Day of March, June, September and December of each year, commencing on the first such date to occur at least three months after the Closing Date, and (b) with respect to any Eurodollar Rate Loan, the last day of each Interest Period
applicable to such Loan and, in the case of any such Loan with an Interest Period of longer than three months’ duration, each date that is three months, or an integral multiple thereof, after the commencement of such Interest Period. 

“Interest Period” means, with respect to any Eurodollar Rate Borrowing, the period commencing on the date of such Borrowing
and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter (or, in the case of any Eurodollar Rate Borrowing of any Class, such other period thereafter as shall have been consented to by
each Lender of such Class), as selected by the Borrower in the applicable Funding Notice or Conversion/Continuation Notice; provided that (a) if an 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 no succeeding Business Day occurs in such month, in which case such Interest Period shall end on the immediately preceding Business Day, (b) any


  
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Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest
Period) shall, subject to clause (c) below, end on the last Business Day of the last calendar month of such Interest Period and (c) notwithstanding anything to the contrary in this Agreement, no Interest Period for a Eurodollar Rate
Borrowing of any Class may extend beyond the Maturity Date for Borrowings of such Class. For purposes hereof, the date of a Eurodollar Rate Borrowing shall initially be the date on which such Borrowing is made and thereafter shall be the effective
date of the most recent conversion or continuation of such Borrowing. 
 “Interest Rate Determination Date” means, with
respect to any Interest Period, the date that is two Business Days prior to the first day of such Interest Period. 
 “Internal
Revenue Code” means the Internal Revenue Code of 1986, as amended. 
 “Internally Generated Cash” means, with
respect to any period, net Cash of the Borrower and the Restricted Subsidiaries provided by operating activities of the Borrower and the Restricted Subsidiaries during such period, excluding (a) Net Proceeds of any Disposition (other than
Dispositions of inventory and other Dispositions in the ordinary course of business) or any Insurance/Condemnation Event, (b) proceeds of any incurrence or issuance of Indebtednesses and (c) proceeds of any issuance or sale of Equity
Interests in the Borrower or any Restricted Subsidiary or any capital contributions to the Borrower or any Restricted Subsidiary; provided that proceeds of an incurrence of any Permitted Revolving Indebtedness shall be deemed to be Internally
Generated Cash. 
 “Investment” means, with respect to a specified Person, any Equity Interests, evidences of Indebtedness
or other Securities (including any option, warrant or other right to acquire any of the foregoing) of, or any capital contribution or loans or advances (other than advances made in the ordinary course of business that would be recorded as accounts
receivable on the balance sheet of the specified Person prepared in conformity with GAAP) to, Guarantees of any Indebtedness of (including any such Guarantees arising as a result of the specified Person being a co-maker of any note or other
instrument or a joint and several co-applicant with respect to any letter of credit or letter of guaranty), or any investment in the form of transfer of property for consideration that is less than the fair value thereof (as determined reasonably
and in good faith by the chief financial officer of the Borrower) to, any other Person that are held or made by the specified Person. The amount, as of any date of determination, of (a) any Investment in the form of a loan or an advance shall
be the aggregate principal amount thereof made on or prior to such date of determination, minus the amount, as of such date of determination, of any Returns with respect thereto, but without any adjustment for write-downs or write-offs (including as
a result of forgiveness of any portion thereof) with respect to such loan or advance after the date thereof, (b) any Investment in the form of a Guarantee shall be determined in accordance with the definition of the term “Guarantee”,
(c) any Investment in the form of a purchase or other acquisition for value of any Equity Interests, evidences of Indebtedness or other Securities of any Person shall be the fair value (as determined reasonably and in good faith by the chief
financial officer of the Borrower) of the consideration therefor (including any Indebtedness assumed in connection therewith), plus the fair value (as so determined) of all additions, as of such date of determination, thereto, and minus the amount,
as of such date of determination, of any Returns 

  
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with respect thereto, but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the time of such
Investment and (d) any Investment (other than any Investment referred to in clause (a), (b) or (c) above) in the form of a transfer of Equity Interests or other property by the investor to the investee, including any such transfer in
the form of a capital contribution, shall be the fair value (as determined reasonably and in good faith by the chief financial officer of the Borrower) of such Equity Interests or other property as of the time of such transfer (less, in the case of
any investment in the form of transfer of property for consideration that is less than the fair value thereof, the fair value (as so determined) of such consideration as of the time of the transfer), minus the amount, as of such date of
determination, of any Returns with respect thereto, but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the time of such transfer. 

“IRS” means the United States Internal Revenue Service. 

“Junior Indebtedness” means (a) any Permitted Senior Notes Indebtedness, (b) any Permitted Credit Agreement
Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness that, in each case, is Permitted Junior Lien Secured Indebtedness or Permitted Unsecured Indebtedness and (c) any Subordinated Indebtedness, other than any
Subordinated Indebtedness owing to the Borrower or any Restricted Subsidiary. 
 “Junior Lien Intercreditor Agreement”
means, with respect to any Permitted Junior Lien Secured Indebtedness, an intercreditor agreement, in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, that contains terms and conditions that are within the
range of terms and conditions customary for intercreditor agreements that are of the type that govern intercreditor relationships between holders of senior secured credit facilities and holders of the same type of Indebtedness as such Permitted
Junior Lien Secured Indebtedness. 
 “Leasehold Property” means, as of any time of determination, any leasehold interest
then owned by any Credit Party in any leased real property. 
 “Lender” means each Person listed on the signature pages
hereto as a Lender, and any other Person that shall have become a party hereto in accordance with the terms hereof pursuant to an Assignment Agreement, an Incremental Facility Agreement or a Refinancing Facility Agreement, other than any such Person
that shall have ceased to be a party hereto pursuant to an Assignment Agreement. 
 “Lien” means any lien, mortgage,
pledge, assignment, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, and any lease or license in the nature thereof) and any option, trust or other preferential arrangement
having the practical effect of any of the foregoing. 
 “Life Sciences Sale” means the sale by the Acquired Company of the
Life Sciences business pursuant to and on the terms set forth in the Life Sciences Sale Agreement. 
 “Life Sciences Sale
Agreement” means the Share and Asset Purchase Agreement, dated as of December 22, 2013, among the Acquired Company, ATMI Packaging, Inc., Advanced Technology Materials, Inc., ATMI SARL, ATMI BELGIUM LLC and Pall Corporation. 

  
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 “Limited Condition Acquisition” means any Acquisition where consummation of such
Acquisition by the Borrower or any Restricted Subsidiary is not conditioned on the availability of, or on obtaining, third party financing. 

“Loan” means a Tranche B Term Loan, an Incremental Term Loan of any Class, an Extended Term Loan of any Class or a
Refinancing Term Loan of any Class. 
 “Long-Term Indebtedness” means any Indebtedness that, in conformity with GAAP,
constitutes (or, when incurred, constituted) a long-term liability. 
 “Majority in Interest”, when used in reference to
Lenders of any Class, means, at any time, Lenders having Tranche B Term Loan Exposure, Extended Term Loan Exposure of any Class, Incremental Term Loan Exposure of any Class or Refinancing Term Loan Exposure of any Class, as the case may be,
representing more than 50% of the Tranche B Term Loan Exposure, the Extended Term Loan Exposure of such Class, the Incremental Term Loan Exposure of such Class or the Refinancing Term Loan Exposure of such Class, as the case may be, of all the
Lenders of such Class at such time. For purposes of this definition, the amount of the Tranche B Term Loan Exposure, the Extended Term Loan Exposure of any Class, the Incremental Term Loan Exposure of any Class or the Refinancing Term Loan Exposure
of any Class shall be determined by excluding the Tranche B Term Loan Exposure, the Extended Term Loan Exposure of such Class, the Incremental Term Loan Exposure of such Class or the Refinancing Term Loan Exposure of such Class, as the case may be,
of any Defaulting Lender. 
 “Margin Stock” as defined in Regulation U. 

“Material Adverse Effect” means a material adverse effect on (a) the business, results of operations, assets,
liabilities (actual or contingent) or financial condition of the Borrower and the Restricted Subsidiaries taken as a whole, (b) the ability of the Credit Parties (taken as a whole) to fully and timely perform any of their payment obligations
under the Credit Documents or (c) the rights and remedies available to, or conferred upon, any Agent or any Lender under the Credit Documents. 

“Material Indebtedness” means (a) any Permitted Senior Notes Indebtedness, any Permitted Credit Agreement Refinancing
Indebtedness, any Permitted Incremental Equivalent Indebtedness and any Permitted Revolving Indebtedness and (b) any other Indebtedness (other than the Loans and Guarantees under the Credit Documents), or obligations in respect of one or more
Hedge Agreements, of any one or more of the Borrower and the Restricted Subsidiaries in an aggregate principal amount of $50,000,000 or more. In the case of any Material Indebtedness that is a Guarantee of any other Indebtedness, each reference to
“Material Indebtedness” shall be deemed to include a reference to such Guaranteed Indebtedness. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Restricted
Subsidiary in respect of any Hedge 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 Hedge Agreement were terminated
at such time. 

  
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 “Material Real Estate Asset” means (a) each Real Estate Asset set forth on
Schedule 1.1(a) and (b) each Real Estate Asset located in the United States acquired by any Credit Party after the Closing Date (or owned by any Person that becomes a Credit Party after the Closing Date and located in the United States) that,
together with the improvements thereon and all contiguous and all related parcels and the improvements thereon, has a book or fair value of $10,000,000 or more (as determined reasonably and in good faith by an Authorized Officer of the Borrower), in
each case, as of the time of acquisition of such Real Estate Asset by such Credit Party or as of the time such Person becomes a Credit Party, as applicable. 

“Material Subsidiary” means each Restricted Subsidiary (a) the total assets of which (determined on a consolidated basis
for such Restricted Subsidiary and its Restricted Subsidiaries, but excluding all amounts attributable to Unrestricted Subsidiaries) equal 2.5% or more of the Consolidated Total Assets or (b) the consolidated revenues of which (determined on a
consolidated basis for such Restricted Subsidiary and its Restricted Subsidiaries) equal 2.5% or more of the consolidated revenues of the Borrower and the Restricted Subsidiaries, in each case as of the last day of the most recently ended Test
Period; provided that if at the end of or for any Test Period the combined consolidated total assets or combined consolidated revenues of all Restricted Subsidiaries that under clauses (a) and (b) above would not constitute Material
Subsidiaries would, but for this proviso, exceed 5.0% of the Consolidated Total Assets or 5.0% of the consolidated revenues of the Borrower and the Restricted Subsidiaries, then one or more of such excluded Restricted Subsidiaries shall for all
purposes of this Agreement be deemed to be Material Subsidiaries in descending order based on the amounts (determined on a consolidated basis for such Restricted Subsidiary and its Restricted Subsidiaries) of their total assets or revenues, as the
case may be, until such excess shall have been eliminated. For purposes of this definition, the Consolidated Total Assets and consolidated revenues of the Borrower as of any date prior to, or for any period that commenced prior to, the Closing Date
shall be determined on a Pro Forma Basis to give effect to the Merger and the other Transactions to occur on the Closing Date. 

“Maturity Date” means the Tranche B Term Loan Maturity Date, any Incremental Term Loan Maturity Date, any Refinancing Term
Loan Maturity Date or the scheduled “maturity date” with respect to any Extended Term Loans specified in any Extension Agreement, as the context requires. 

“Merger” means the merger of Merger Sub with and into the Acquired Company, with the Acquired Company surviving such merger
as a wholly owned Subsidiary of the Borrower. 
 “Merger Agreement” means the Agreement and Plan of Merger dated as
of February 4, 2014, among the Borrower, Merger Sub and the Acquired Company, together with the schedules, exhibits and other definitive documentation relating thereto. 

“Merger Sub” means Atomic Merger Corporation, a Delaware corporation. 

  
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 “Moody’s” means Moody’s Investors Service, Inc., or any successor to
its rating agency business. 
 “Mortgage” means a mortgage, deed of trust, assignment of leases and rents or other security
document granting a Lien on any Material Real Estate Asset in favor of the Collateral Agent, for the benefit of the Secured Parties, as security for the Obligations. Each Mortgage shall be in form and substance reasonably satisfactory to the
Collateral Agent. 
 “Mortgage Policy” as defined in the definition of “Collateral and Guarantee Requirement”.

 “Multiemployer Plan” means any Employee Benefit Plan that is a “multiemployer plan” as defined in
Section 3(37) of ERISA to which the Borrower, any Restricted Subsidiary or any of their respective ERISA Affiliates makes or is obligated to make contributions. 

“Narrative Report” means, with respect to any financial statements for which such report is required, a narrative report
describing, in reasonable detail, the results of operations of the Borrower and the Subsidiaries in the form prepared for presentation to senior management thereof for the applicable Fiscal Year or Fiscal Quarter (and for the period from the
beginning of the then current Fiscal Year to the end of such Fiscal Quarter). 
 “Net Proceeds” means, with respect to any
event, (a) the Cash (which term, for purposes of this definition, shall include Cash Equivalents) proceeds (including, in the case of any Insurance/Condemnation Event, insurance, condemnation and similar proceeds) received in respect of such
event, including any Cash received in respect of any non-Cash proceeds, but only as and when received, net of (b) the sum, without duplication, of (i) all fees and out of pocket costs and expenses incurred in connection with such event by
the Borrower or any Restricted Subsidiary to Persons that are not Affiliates of the Borrower (including attorneys’, accountants’ and consultants’ fees, investment banking and advisory fees and underwriting discounts and commissions),
(ii) in the case of any Asset Sale or any Insurance/Condemnation Event, (A) the amount of all payments (including in respect of principal, accrued interest and premiums) required to be made by the Borrower and the Restricted Subsidiaries
as a result of such event (x) to repay Indebtedness (other than Loans, Permitted Credit Agreement Refinancing Indebtedness, Permitted Incremental Equivalent Indebtedness or Permitted Revolving Indebtedness) secured by the assets subject thereto
and (y) in the case of any Asset Sale by (other than the Specified Disposition), or any Insurance/Condemnation Event affecting the assets of, a Restricted Subsidiary that is CFC or CFC Holding Company, to repay any Indebtedness of such CFC or
CFC Holding Company and (B) the amount of all payments reasonably estimated to be required to be made by the Borrower and the Restricted Subsidiaries in respect of purchase price adjustment, indemnification and similar contingent liabilities
that are directly attributable to such event or in respect of any retained liabilities associated with such event (including pension and other post-employment benefit liabilities and environmental liabilities), (iii) the amount of all Taxes
(including transfer taxes, deed or recording taxes and repatriation taxes or any withholding or deduction) paid (or reasonably estimated to be payable) by the Borrower and the Restricted Subsidiaries in connection with such event and (iv) in
the case of any proceeds from any Asset Sale by (other than the Specified Disposition), or any Insurance/Condemnation Event affecting 

  
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the assets of, a Restricted Subsidiary that is not a wholly-owned Subsidiary, the portion of such proceeds received by such Restricted Subsidiary attributable to the noncontrolling interests in
such Restricted Subsidiary, in each case as determined reasonably and in good faith by the chief financial officer of the Borrower. For purposes of this definition, in the event any estimate with respect to contingent liabilities or Taxes as
described in clause (b)(ii)(B) or (b)(iii) above shall be reduced, the amount of such reduction shall, except to the extent such reduction is made as a result of a payment having been made in respect of the applicable contingent liabilities or
Taxes, be deemed to be receipt, on the date of such reduction, of Cash proceeds in respect of such event. 
 “Note” means a
promissory note issued to any Lender pursuant to Section 2.7(c). 
 “Obligations” means all obligations of every
nature of each Credit Party under this Agreement and the other Credit Documents, whether for principal, interest (including default interest accruing pursuant to Section 2.10 and interest (including such default interest) that would continue to
accrue pursuant to Credit Documents on any such obligation after the commencement of any proceeding under the Debtor Relief Laws with respect to any Credit Party, whether or not such interest is allowed or allowable against such Credit Party in any
such proceeding), fees (including prepayment fees), reimbursement of expenses, indemnification or otherwise. 
 “Obligations
Guarantee” means the Guarantee of the Obligations created under Section 7. 
 “Organizational Documents”
means (a) with respect to any corporation or company, its certificate or articles of incorporation, organization or association, as amended, and its bylaws, as amended, (b) with respect to any limited partnership, its certificate or
declaration of limited partnership, as amended, and its partnership agreement, as amended, (c) with respect to any general partnership, its partnership agreement, as amended, and (d) with respect to any limited liability company, its
certificate of formation or articles of organization, as amended, and its operating agreement, as amended, and in the case of any Foreign Subsidiary, any analogous organizational documents. In the event any term or condition of this Agreement or any
other Credit Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily
certified by such governmental official. 
 “Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as
a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising solely from such Recipient 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 or enforced any Credit Document, or sold or assigned an interest in any Loan or Credit Document). 

“Other Taxes” means any and all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes
that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any other Credit
Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.23) 

  
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 “Pari Passu Intercreditor Agreement” means, with respect to any Permitted Pari
Passu Secured Indebtedness, an intercreditor agreement, in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, that contains terms and conditions that are within the range of terms and conditions customary for
intercreditor agreements that are of the type that govern intercreditor relationships between holders of senior secured credit facilities and holders of the same type of Indebtedness as such Permitted Pari Passu Secured Indebtedness. 

“Participant Register” as defined in Section 10.6(g). 

“PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act (Title III of Pub. L. 107-56). 
 “PBGC” means the Pension Benefit Guaranty Corporation. 

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, that is subject to Section 412 of the
Internal Revenue Code or is covered by Title IV of ERISA. 
 “Permitted Acquisition” means any Acquisition by the Borrower
or any of its wholly owned Restricted Subsidiaries; provided that: 
 (a) immediately prior and after giving
effect thereto, no Event of Default shall have occurred and be continuing or would result therefrom, provided that in the case of any Limited Condition Acquisition financed, in whole or in part, with the proceeds of Incremental Term Loans,
the condition set forth in this clause (a) may be waived or modified in a manner determined by the Borrower and the Incremental Lenders providing the applicable Incremental Term Loan Commitments, as set forth in the applicable Incremental
Facility Agreement; 
 (b)(i) in the case of any Acquisition of Equity Interests in a Person, each of such Person and
its Subsidiaries will become a Restricted Subsidiary (or will be merged or consolidated with or into the Borrower or any Restricted Subsidiary, with the continuing or surviving Person being the Borrower (in the case of any such transaction involving
the Borrower) or a Restricted Subsidiary) and (ii) in the case of any Acquisition of other assets, such assets will be owned by the Borrower or any Restricted Subsidiary; 

(c) all actions required to be taken with respect to such Person or such assets, as the case may be, in order to satisfy
the requirements set forth in clauses (a), (b) and (c) of the definition of the term “Collateral and Guarantee Requirement” (subject to the discretion of the Collateral Agent set forth in such definition) shall have been taken
(or arrangements for the taking of such actions satisfactory to the Collateral Agent shall have been made) (it being understood that all other requirements set forth in such definition that are applicable to such Acquisition shall be required to be
satisfied in accordance with (and within the time periods provided in) Sections 5.10 and 5.11); and 
 (d) the business
of any such acquired Person, or such acquired assets, as the case may be, constitutes a business permitted by Section 6.11. 

  
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 “Permitted Credit Agreement Refinancing Indebtedness” means Indebtedness
permitted under Section 6.1(k). 
 “Permitted Credit Agreement Refinancing Indebtedness Documents” means any credit
agreement, indenture or other agreement or instrument evidencing or governing the rights of the holders of any Permitted Credit Agreement Refinancing Indebtedness. 

“Permitted Encumbrances” means: 

(a) Liens imposed by law for Taxes that are not overdue by more than 30 days or are being contested in good faith in
compliance with Section 5.3, if adequate reserves with respect thereto are maintained by the applicable Person in conformity with GAAP; 

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction
contractors’ 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 5.3, if adequate reserves with
respect thereto are maintained by the applicable Person in conformity with GAAP; 
 (c) pledges and deposits made
(i) in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws (other than any Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or
Section 303(k) of ERISA or a violation of Section 436 of the Internal Revenue Code) and (ii) in respect of letters of credit, bank guarantees or similar instruments issued for the account of the Borrower or any Restricted Subsidiary
in the ordinary course of business supporting obligations of the type set forth in clause (i) above; 
 (d) pledges
and deposits made (i) in the ordinary course of business to secure the performance of bids, trade contracts (other than for payment of Indebtedness), leases (other than capital leases), statutory obligations (other than any Lien imposed
pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) of ERISA or a violation of Section 436 of the Internal Revenue Code), surety and appeal bonds, performance bonds, completion guarantees and other obligations of
a like nature (including those to secure health, safety and environmental obligations) and (ii) in respect of letters of credit, bank guarantees or similar instruments issued for the account of the Borrower or any Restricted Subsidiary in the
ordinary course of business supporting obligations of the type set forth in clause (i) above; 
 (e) judgment liens
in respect of judgments that do not constitute an Event of Default under Section 8.1(h); 

  
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 (f) easements, zoning restrictions, rights-of-way, encroachments,
protrusions 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 and the Restricted Subsidiaries, taken as a whole and other matters on title that are reasonably acceptable to the Collateral Agent; 

(g) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of
any real property that does not materially interfere with the ordinary conduct of the business of the Borrower and the Restricted Subsidiaries, taken as a whole; 

(h) ground leases in respect of real property on which facilities owned or leased by the Borrower or any Restricted Subsidiary
are located; 
 (i) banker’s liens, rights of setoff or similar rights and remedies as to deposit accounts or other
funds maintained with depository institutions; provided that such deposit accounts or funds are not established or deposited for the purpose of providing collateral for any Indebtedness and are not subject to restrictions on access by the
Borrower or any Restricted Subsidiary in excess of those required by applicable banking regulations; 
 (j) Liens encumbering
reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; 

(k) Liens of a collection bank arising under Section 4-210 of the Uniform
Commercial Code on the items in the course of collection; 
 (l) Liens arising by virtue of precautionary UCC financing
statement filings (or similar filings under applicable law) regarding operating leases entered into by the Borrower and the Restricted Subsidiaries in the ordinary course of business; 

(m) Liens representing any interest or title of a lessor or sublessor, or a lessee or sublessee, in the property subject to any
lease (other than any capital lease) permitted by this Agreement (and all encumbrances and other matters affecting such interest or title); 

(n) 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; 
 (o) (i) Liens arising out of conditional sale, title retention, consignment
or similar arrangements for the sale of goods in the ordinary course of business and bailment arrangements entered into in the ordinary course of business (excluding any general inventory financing) and permitted by this Agreement and
(ii) Liens arising by operation of law under Article 2 of the Uniform Commercial Code (and any similar provision of any other requirement of law) in favor of a seller or buyer of goods; 

(p) Liens that are customary contractual rights of set-off; 

  
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 (q) Liens on specific items of inventory or other goods and proceeds thereof
securing obligations in respect of documentary letters of credit issued to facilitate the purchase, shipment or storage of such inventory or such other goods; 

(r) deposits of Cash with the owner or lessor of premises leased and operated by the Borrower or any Restricted Subsidiary to
secure the performance of its obligations under the lease for such premises, in each case in the ordinary course of business; and 

(s) leases, nonexclusive licenses, subleases or nonexclusive sublicenses granted to others in the ordinary course of business
that do not interfere in any material respect with the ordinary course of business of the Borrower and the Restricted Subsidiaries, taken as a whole; 

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness, other than Liens referred to in clauses
(c), (d) or (q) above securing letters of credit, bank guarantees and similar instruments. 
 “Permitted Incremental
Equivalent Indebtedness” means Indebtedness permitted under Section 6.1(j). 
 “Permitted Incremental Equivalent
Indebtedness Documents” means any credit agreement, indenture or other agreement or instrument evidencing or governing the rights of the holders of any Permitted Incremental Equivalent Indebtedness. 

“Permitted Intercreditor Agreement” means the ABL Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any
Pari Passu Intercreditor Agreement. 
 “Permitted Junior Lien Secured Indebtedness” means any secured Indebtedness of the
Borrower and/or any Guarantor Subsidiary in the form of one or more series of junior lien secured notes, bonds, debentures, loans or “mezzanine” debt, and the Guarantees thereof by any Credit Party; provided that (a) such
Indebtedness is secured by Liens on all or a portion of the Collateral on a junior priority basis with the Liens on the Collateral securing the Obligations and is not secured by any assets of the Borrower or any Restricted Subsidiary other than the
Collateral, (b) such Indebtedness is not Guaranteed by any Subsidiaries other than the Guarantor Subsidiaries and (c) the administrative agent, collateral agent, trustee and/or any similar representative acting on behalf of the holders of
such Indebtedness shall have become party to (i) the ABL Intercreditor Agreement, providing that the Liens on the ABL Priority Collateral securing such Indebtedness shall rank junior in priority to the Liens on the ABL Priority Collateral
securing the Permitted Revolving Indebtedness, and (ii) a Junior Lien Intercreditor Agreement, providing that the Liens on the Collateral securing such Indebtedness shall rank junior in priority to the Liens on the Collateral securing the
Obligations; provided that if such Indebtedness is the initial Permitted Junior Lien Secured Indebtedness incurred by the Borrower and the Guarantor Subsidiaries, then the Borrower and the Guarantor Subsidiaries shall have executed and
delivered the Junior Lien Intercreditor Agreement (or an acknowledgement thereof in the form specified therein) and the Administrative Agent agrees to execute and deliver, on behalf of the Lenders and the other Secured Parties, the Junior Lien
Intercreditor Agreement. It is understood and agreed that, notwithstanding the final paragraph of Section 6.1, Permitted Junior Lien Secured Indebtedness may only be incurred and outstanding in reliance on Section 6.1(j) or 6.1(k). 

  
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 “Permitted Lien” means any Lien permitted by Section 6.2. 

“Permitted Pari Passu Secured Indebtedness” means any secured Indebtedness of the Borrower and/or any Guarantor Subsidiary in
the form of one or more series of senior secured notes, bonds or debentures, and the Guarantees thereof by any Credit Party; provided that (a) such Indebtedness is secured by Liens on all or a portion of the Collateral on a pari passu
basis with the Liens on the Collateral securing the Obligations (it being understood that the determination as to whether such Liens are on a pari passu basis shall be made without regard to control of remedies) and is not secured by any assets of
the Borrower or any Restricted Subsidiary other than the Collateral, (b) such Indebtedness is not Guaranteed by any Subsidiaries other than the Guarantor Subsidiaries and (c) the administrative agent, collateral agent, trustee and/or any
similar representative acting on behalf of the holders of such Indebtedness shall have become party to (i) the ABL Intercreditor Agreement, providing that the Liens on the ABL Priority Collateral securing such Indebtedness shall rank junior in
priority to the Liens on the ABL Priority Collateral securing the Permitted Revolving Indebtedness, and (ii) a Pari Passu Intercreditor Agreement, providing that the Liens on the Collateral securing such Indebtedness shall rank equal in
priority to the Liens on the Collateral securing the Obligations (it being understood that the determination as to whether such Liens rank equal in priority shall be made without regard to control of remedies); provided that if such
Indebtedness is the initial Permitted Pari Passu Secured Indebtedness incurred by the Borrower and the Guarantor Subsidiaries, then the Borrower and the Guarantor Subsidiaries shall have executed and delivered the Pari Passu Intercreditor Agreement
(or an acknowledgement thereof in the form specified therein) and the Administrative Agent agrees to execute and deliver, on behalf of the Lenders and the other Secured Parties, the Pari Passu Intercreditor Agreement. It is understood and agreed
that, notwithstanding the final paragraph of Section 6.1, Permitted Pari Passu Secured Indebtedness may only be incurred and outstanding in reliance on Section 6.1(j) or 6.1(k). 

“Permitted Revolving Indebtedness” means Indebtedness permitted under Section 6.1(l). As of the date hereof,
Indebtedness under the ABL Credit Agreement constitutes Permitted Revolving Indebtedness. 
 “Permitted Revolving Indebtedness
Documents” means the ABL Credit Agreement and any other credit agreement or other agreement or instrument evidencing or governing the rights of the holders of any Permitted Revolving Indebtedness. 

“Permitted Senior Notes Indebtedness” means Indebtedness permitted under Section 6.1(m). 

“Permitted Senior Notes Indebtedness Documents” means any credit agreement, indenture or other agreement or instrument
evidencing or governing the rights of the holders of any Permitted Senior Notes Indebtedness. 
 “Permitted Stock
Repurchases” as defined in Section 6.4(f). 

  
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 “Permitted Unsecured Indebtedness” means any Indebtedness of the Borrower and/or
any Guarantor Subsidiary in the form of one or more series of senior unsecured or subordinated unsecured notes, bonds, debentures, loans or “mezzanine” debt; provided that (a) such Indebtedness is not secured by any Liens on
any assets of the Borrower or any Restricted Subsidiary and (b) such Indebtedness is not Guaranteed by any Subsidiaries other than the Subsidiary Guarantors. 

“Person” means any natural person, corporation, limited partnership, general partnership, limited liability company, limited
liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, and any Governmental Authority. 

“Platform” means IntraLinks/IntraAgency, SyndTrak or another similar website or other information platform. 

“Pledge and Security Agreement” means the Term Pledge and Security Agreement to be executed by the Credit Parties
substantially in the form of Exhibit I. 
 “Post-Closing Letter Agreement” means the Post-Closing Letter Agreement
dated as of the date hereof, among the Borrower, the Administrative Agent and the Collateral Agent. 
 “Previously Absent Financial
Maintenance Covenant” means, at any time, (a) any financial maintenance covenant that is not included in this Agreement at such time and (b) any financial maintenance covenant that is included in this Agreement at such time but
has covenant levels or effectiveness triggers that are more restrictive on the Borrower and the Restricted Subsidiaries than the covenant levels or effectiveness triggers set forth in this Agreement at such time. 

“Prime Rate” means the rate of interest quoted in the print edition of The Wall Street Journal, Money Rates Section as
the Prime Rate (currently defined as the base rate on corporate loans posted by at least 75% of the nation’s 30 largest banks), as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or
best rate actually charged to any customer. Any Agent and any Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate. 

“Private Lenders” means Lenders that wish to receive Private-Side Information. 

“Private-Side Information” means any information with respect to the Borrower and the Subsidiaries that is not Public-Side
Information. 
 “Pro Forma Basis”, “Pro Forma Compliance” and “Pro Forma Effect” means,
with respect to any Pro Forma Event, that such Pro Forma Event and the following transactions in connection therewith (to the extent applicable) shall be deemed to have occurred as of the first day of the applicable period of measurement for the
applicable covenant or requirement: (a) historical income statement items (whether positive or negative) attributable to the property or Person, if any, subject to such Pro Forma Event, (i) in the case of a Disposition of a business unit,
division, product line or line of business of the Borrower or a Restricted Subsidiary, a 

  
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Disposition that otherwise results in a Restricted Subsidiary ceasing to be a Subsidiary or a designation of a Subsidiary as an Unrestricted Subsidiary, shall be excluded, and (ii) in the
case of an Acquisition by the Borrower or a Restricted Subsidiary, whether by merger, consolidation or otherwise, any other Investment that results in a Person becoming a Subsidiary or a designation of a Subsidiary as a Restricted Subsidiary, shall
be included, (b) any repayment, retirement, redemption, satisfaction, and discharge or defeasance of Indebtedness and (c) any Indebtedness incurred or assumed by the Borrower or any of the Restricted Subsidiaries in connection therewith,
and if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect
to such Indebtedness as at the relevant date of determination (taking into account any hedging obligations applicable to such Indebtedness if such hedging obligation has a remaining term in excess of 12 months). “Pro Forma Basis,”
“Pro Forma Compliance” and “Pro Forma Effect” in respect of any Pro Forma Event shall be calculated in a reasonable and factually supportable manner by the Borrower. For the avoidance of doubt, the amount of net cost savings,
operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of actions taken or to be taken in connection with any Pro Forma Event may be included in Consolidated
Adjusted EBITDA in the manner, and subject to the limitations, set forth in the definition of such term. 
 “Pro Forma
Event” means (a) any Acquisition by the Borrower or a Restricted Subsidiary, whether by merger, consolidation or otherwise, or any other Investment that results in a Person becoming a Subsidiary, (b) any Disposition of a business
unit, division, product line or line of business of the Borrower or a Restricted Subsidiary and any other Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary, (c) any designation of a Subsidiary as a Restricted
Subsidiary or as an Unrestricted Subsidiary and (d) any incurrence or issuance or repayment, retirement, redemption, satisfaction and discharge or defeasance of Indebtedness or any Restricted Junior Payment where the consummation thereof, or
the determination of whether such transaction is permitted to be consummated under this Agreement, requires that a financial covenant or test be calculated on a Pro Forma Basis or after giving Pro Forma Effect to such transaction; provided
that any such Acquisition, Investment or Disposition involving consideration of less than $20,000,000 shall, in each case in the sole discretion of the Borrower, be deemed not to constitute a Pro Forma Event hereunder. 

“Pro Forma Financial Statements” means customary pro forma consolidated balance sheets and related pro forma consolidated
statements of operations of the Borrower and its consolidated Subsidiaries as of the end of and for the most recently ended Fiscal Year and the latest 12-month period ended at least 40 days prior to the Closing Date, prepared after giving effect to
the Transactions as if they had occurred as of the end of such period (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations), in each case under and in accordance with Article 11 of Regulation S-X and the relevant SEC rules and regulations applicable thereto for Form S-1 registration statements; provided that such pro forma financial
statements shall not be required to include adjustments for purchase accounting (including adjustment of the type contemplated by Financial Accounting Standards Board ASC Topic 805, Business Combinations (formerly SFAS 141R)). 

  
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 “Pro Rata Share” means, with respect to any Lender, at any time, (a) when
used in reference to payments, computations and other matters relating to the Tranche B Term Loans or Tranche B Term Borrowings, the percentage obtained by dividing (i) the Tranche B Term Loan Exposure of such Lender at such time by
(ii) the aggregate Tranche B Term Loan Exposure of all the Lenders at such time, (b) when used in reference to payments, computations and other matters relating to Incremental Term Loan Commitments, Incremental Term Loans or
Incremental Term Borrowings of any Class, the percentage obtained by dividing (i) the Incremental Term Loan Exposure of such Class of such Lender at such time by (ii) the aggregate Incremental Term Loan Exposure of such Class of all the
Lenders at such time, (c) when used in reference to payments, computations and other matters relating to Extended Term Loans or Extended Term Borrowings of any Class, the percentage obtained by dividing (i) the aggregate Extended Term Loan
Exposure of such Class of such Lender at such time by (ii) the aggregate amount of the Extended Term Loan Exposure of such Class of all the Lenders at such time, (d) when used in reference to payments, computations and other matters
relating to Refinancing Term Loan Commitments, Refinancing Term Loans or Refinancing Term Borrowings of any Class, the percentage obtained by dividing (i) the Refinancing Term Loan Exposure of such Class of such Lender at such time by
(ii) the aggregate Refinancing Term Loan Exposure of such Class of all the Lenders at such time and (e) when used for any other purpose (including under Section 9.6), the percentage obtained by dividing (i) an amount equal to the
sum of the Tranche B Term Loan Exposure, the Incremental Term Loan Exposure, the Extended Term Loan Exposure and the Refinancing Term Loan Exposure of such Lender at such time by (ii) an amount equal to the sum of the aggregate
Tranche B Term Loan Exposure, the aggregate Incremental Term Loan Exposure, the aggregate Extended Term Loan Exposure and the aggregate Refinancing Term Loan Exposure of all the Lenders at such time. 

“Projections” means the projections of the Borrower and the Restricted Subsidiaries for each Fiscal Quarter of the Fiscal
Year 2014 and for each Fiscal Year thereafter through and including the Fiscal Year 2021. 
 “Public Lenders” means Lenders
that do not wish to receive Private-Side Information. 
 “Public-Side Information” means information that is either
(a) available to all holders of Traded Securities of the Borrower and its Subsidiaries or (b) not material non-public information (for purposes of United States federal, state or other applicable securities laws). 

“Real Estate Asset” means any interest owned by any Credit Party in fee in any real property. 

“Recipient” means the Administrative Agent, the Collateral Agent and any Lender. 

“Refinancing Facility Agreement” means a Refinancing Facility Agreement, in form and substance reasonably satisfactory to the
Administrative Agent and the Borrower, among the Borrower, the Administrative Agent and one or more Refinancing Lenders, establishing Refinancing Term Loan Commitments and effecting such other amendments hereto and to the other Credit Documents as
are contemplated by Section 2.26. 

  
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 “Refinancing Indebtedness” means, in respect of any Indebtedness (the
“Original Indebtedness”), any Indebtedness that extends, renews, refinances or replaces such Original Indebtedness (or any Refinancing Indebtedness in respect thereof); provided that (a) the principal amount of such
Refinancing Indebtedness shall not exceed the principal amount of such Original Indebtedness except by an amount not greater than accrued and unpaid interest on such Original Indebtedness, any original issue discount applicable to such Refinancing
Indebtedness, any unused commitments in respect of such Original Indebtedness (only if and to the extent that, had such Original Indebtedness been incurred under such commitments at the time such Refinancing Indebtedness is incurred, it would have
been permitted hereunder) and any reasonable fees, premiums and expenses relating to such extension, renewal or refinancing; (b) the stated final maturity of such Refinancing Indebtedness shall not be earlier than that of such Original
Indebtedness; (c) the weighted average life to maturity of such Refinancing Indebtedness shall not be shorter than the remaining weighted average life to maturity of such Original Indebtedness (and, for purposes of determining the weighted
average life to maturity of such Original Indebtedness, the effects of any prepayments made prior to the date of the determination shall be disregarded); (d) such Refinancing Indebtedness shall not constitute an obligation (including pursuant
to a Guarantee) of any Restricted Subsidiary that shall not have been (or, in the case of after-acquired Subsidiaries, shall not have been required to become) an obligor in respect of such Original Indebtedness; (e) if such Original
Indebtedness shall have been subordinated to the Obligations, such Refinancing Indebtedness shall also be subordinated to the Obligations on terms not less favorable in any material respect to the Lenders; (f) if such Original Indebtedness
shall be Permitted Credit Agreement Refinancing Indebtedness or Permitted Incremental Equivalent Indebtedness, then (i) such Refinancing Indebtedness satisfies the Specified Permitted Indebtedness Documentation Requirements, (ii) if such
Original Indebtedness was Permitted Pari Passu Secured Indebtedness, such Refinancing Indebtedness, if secured, shall be Permitted Pari Passu Secured Indebtedness or Permitted Junior Lien Secured Indebtedness and (ii) if such Original
Indebtedness was Permitted Junior Lien Secured Indebtedness, such Refinancing Indebtedness, if secured, shall be Permitted Junior Lien Secured Indebtedness or Permitted Pari Passu Secured Indebtedness; and (g) such Refinancing Indebtedness
shall not be secured by any Lien on any asset other than the assets that secured such Original Indebtedness or, to the extent such assets would have been required to secure such Original Indebtedness pursuant to the terms thereof, that are proceeds
and products of, or after-acquired property that is affixed or incorporated into, the assets that secured such Original Indebtedness. 

“Refinancing Lender” as defined in Section 2.26(a). 

“Refinancing Term Borrowing” means a Borrowing comprised of Refinancing Term Loans of a particular Class. 

“Refinancing Term Loan Commitments” as defined in Section 2.26(a). 

“Refinancing Term Loan Exposure” means, with respect to any Lender, for any Class of Refinancing Term Loans at any time,
(a) prior to the making of the Refinancing Term Loans of such Class, the Refinancing Term Loan Commitment of such Lender to make Refinancing Term Loans of such Class at such time and (b) after the making of the Refinancing Term Loans of
such Class, the aggregate principal amount of the Refinancing Term Loans of such Class of such Lender at such time. 

  
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 “Refinancing Term Loan Maturity Date” means, with respect to Refinancing Term
Loans of any Class, the scheduled date on which such Refinancing Term Loans shall become due and payable in full hereunder, as specified in the applicable Refinancing Facility Agreement. 

“Refinancing Term Loans” as defined in Section 2.26(a). 

“Register” as defined in Section 2.7(b). 

“Regulation D” means Regulation D of the Board of Governors. 

“Regulation T” means Regulation T of the Board of Governors. 

“Regulation U” means Regulation U of the Board of Governors. 

“Regulation X” means Regulation X of the Board of Governors. 

“Related Fund” means, with respect to any Lender that is an investment fund, any other investment fund that invests in
commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor. 

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the directors, officers, partners,
members, trustees, employees, controlling persons, agents, administrators, managers, representatives and advisors of such Person and of such Person’s Affiliates. 

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge,
dispersal, dumping, leaching or migration of any Hazardous Material into or through the indoor or outdoor environment, including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material.

 “Repricing Event” means (a) any prepayment or repayment of any Tranche B Term Loan with the proceeds of, or made in
connection with the incurrence of, any Indebtedness that has a weighted average yield lower than the weighted average yield of such Tranche B Term Loan at the time of such prepayment or repayment and (b) any amendment or other modification of
this Agreement that, directly or indirectly, reduces the weighted average yield of any Tranche B Term Loan. For purposes of this definition, “weighted average yield” means, at any time, with respect to any Loan or other Indebtedness, the
weighted average yield to stated maturity of such Loan or other Indebtedness based on the interest rate or rates applicable thereto and giving effect to all upfront or similar fees (but not any arrangement, structuring or underwriting fees) or
original issue discount payable to the Lenders or other applicable creditors advancing such Loan or other Indebtedness with respect thereto (in each case, with upfront or similar fees or original issue discount being deemed to constitute like
amounts of original issue discount, and such fees and original discount being equated to interest margins in a manner consistent with generally 

  
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accepted financial practice based on an assumed life to maturity of the lesser of four years and the tenor of such Loan or other Indebtedness) and to any interest rate “floor”. For
purposes of determining the weighted average yield of any floating rate Indebtedness at any time, the rate of interest applicable to such Indebtedness at such time shall be assumed to be the rate applicable at all times prior to maturity; provided
that appropriate adjustments shall be made for any scheduled changes in rates of interest provided for in the documents governing such Indebtedness. Determinations of the weighted average yield of any Loans or other Indebtedness shall be made by the
Administrative Agent at the request of the Borrower and in a manner consistent with accepted financial practice, and any such determination shall be conclusive, absent manifest error. 

“Requisite Lenders” means, at any time, Lenders having or holding Tranche B Term Loan Exposure, Extended Term Loan
Exposure, Incremental Term Loan Exposure and Refinancing Term Loan Exposure representing more than 50% of the sum of the Tranche B Term Loan Exposure, Extended Term Loan Exposure, Incremental Term Loan Exposure and Refinancing Term Loan Exposure of
all the Lenders at such time. For purposes of this definition, the amount of Tranche B Term Loan Exposure, Extended Term Loan Exposure, Incremental Term Loan Exposure and Refinancing Term Loan Exposure shall be determined by excluding Tranche B Term
Loan Exposure, Extended Term Loan Exposure, Incremental Term Loan Exposure and Refinancing Term Loan Exposure of any Defaulting Lender. 

“Restricted Junior Payment” means (a) any dividend or other distribution, direct or indirect (whether in Cash,
Securities or other property), with respect to any Equity Interests in the Borrower or any Restricted Subsidiary, (b) any payment or distribution, direct or indirect (whether in Cash, Securities or other property), including any sinking fund or
similar deposit, on account of any redemption, retirement, purchase, acquisition, exchange, conversion, cancelation or termination of, or any other return of capital with respect to, any Equity Interests in the Borrower or any Restricted Subsidiary,
and (c) any payment or other distribution, direct or indirect (whether in Cash, Securities or other property) of or in respect of principal of or interest or premium on any Junior Indebtedness, or any payment or other distribution (whether in
Cash, Securities or other property), including any sinking fund or similar deposit, on account of the redemption, retirement, purchase, acquisition, defeasance (including in-substance or legal defeasance),
exchange, conversion, cancelation or termination of any Junior Indebtedness. 
 “Restricted Subsidiary” means any
Subsidiary that is not an Unrestricted Subsidiary. 
 “Retained ECF Percentage” means, with respect to any Fiscal Year,
(a) 100% minus (b) the Applicable ECF Percentage with respect to such Fiscal Year. 
 “Returns” means
(a) with respect to any Investment in the form of a loan or advance, the repayment to the investor in Cash or Cash Equivalents of principal thereof and (b) with respect to any Acquisition or other Investment, any return of capital
(including dividends, distributions and similar payments and profits on sale to a Person other than the Borrower or a Subsidiary) received by the investor in Cash or Cash Equivalents in respect of such Acquisition or other Investment. 

  
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 “Rollover Indebtedness” means Indebtedness of any Credit Party issued to any
Lender in lieu of such Lender’s applicable Pro Rata Share of any prepayment of any Borrowing made pursuant to Section 2.13(a)(i). 

“S&P” means Standard & Poor’s Financial Services, a division of McGraw-Hill Financial, Inc., or any
successor to its rating agency business. 
 “Sale/Leaseback Transaction” means an arrangement relating to property owned by
the Borrower or any Restricted Subsidiary whereby the Borrower or such Restricted Subsidiary Disposes of such property to any Person and the Borrower or any Restricted Subsidiary leases such property, or other property that it intends to use for
substantially the same purpose or purposes as the property Disposed of, from such Person or its Affiliates. 
 “Sanctions”
as defined in Section 4.23. 
 “Sanctions Laws” as defined in Section 4.23. 

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

“Secured Net Leverage Ratio” means, as of any date, the ratio of (a) Consolidated Secured Net Debt as of such date to
(b) Consolidated Adjusted EBITDA for the period of four consecutive Fiscal Quarters of the Borrower most recently ended on or prior to such date. 

“Secured Parties” as defined in the Pledge and Security Agreement. 

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or
participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in
general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire,
any of the foregoing. 
 “Securities Act” means the United States Securities Act of 1933. 

“Senior Notes” means the 6.00% Senior Notes due 2022 issued by the Borrower on April 1, 2014. 

“Series” refers to Incremental Term Loan Commitments (and any Incremental Term Loans thereunder) established pursuant to an
Incremental Facility Agreement, or to Refinancing Term Loan Commitments (and any Refinancing Term Loans thereunder) established pursuant to a Refinancing Facility Agreement, in each case that have identical terms and conditions. 

“Solvency Certificate” means a Solvency Certificate executed by the chief financial officer of the Borrower substantially in
the form of Exhibit J. 

  
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 “Solvent” means that, as of the date of determination, (a) the fair value
of the assets of the Borrower and the Restricted Subsidiaries, on a consolidated basis, exceeds their debts and liabilities, subordinated, contingent or otherwise, on a consolidated basis, (b) the present fair saleable value of the property of
the Borrower and the Restricted Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or
otherwise, on a consolidated basis, as such debts and other liabilities become absolute and matured, (c) the Borrower and the Restricted Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated,
contingent or otherwise, on a consolidated basis, as such liabilities become absolute and matured and (d) the Borrower and the Restricted Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for
which they have unreasonably small capital. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability. 

“Specified Acquired Company Financial Statements” means such audited and unaudited financial statements of the Acquired
Company and its Subsidiaries (giving effect to the Life Sciences Sale as either (a) discontinued operations pursuant to ASC 205-20-45, Presentation of Financial Statements–Discontinued Operations or (b) as necessary to permit the
preparation of Pro Forma Financial Statements, but including after giving effect to the Life Sciences Sale and, otherwise, under and in accordance with Article 11 of Regulation S-X and the relevant SEC rules and regulations applicable thereto for
Form S-1 registration statements) as are required to satisfy the financial statement requirements of the SEC for inclusion in a registration statement for a registered offering of senior unsecured debt Securities on Form S-1 (other than
consolidating and other financial statements and data that would be required by Sections 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act) or that would be necessary for the underwriters of such Securities to receive customary
“comfort” (including customary negative assurance comfort, including with respect to change period comfort) from the independent registered public accounting firms of the Borrower and the Acquired Company in connection with the offering of
such Securities. 
 “Specified Disposition” the sale (including by way of the sale of Equity Interests in the Subsidiary
identified in writing to the Administrative Agent prior to the Closing Date and whether by merger, consolidation or otherwise) of all or substantially all of the business and operations representing the line of business of the Borrower and the
Restricted Subsidiaries identified in writing to the Administrative Agent prior to the Closing Date. 
 “Specified Permitted
Indebtedness Documentation Requirements” means, with respect to any Indebtedness, the requirements that the terms of such Indebtedness (excluding interest rates (whether fixed or floating), interest margins, benchmark rate floors, fees,
original issue discounts and prepayment or redemption terms (including “no call” terms and other restrictions thereunder) and premiums) are, when taken as a whole, not materially more favorable to the lenders or holders providing such
Indebtedness than those applicable under this Agreement when taken as a whole (other than covenants (including any Previously Absent Financial Maintenance Covenant) or other provisions applicable only to periods after the latest Maturity Date in
effect at the time of incurrence of such Indebtedness) (it being understood that such Indebtedness shall not include any Previously Absent Financial Maintenance Covenant 

  
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unless such Previously Absent Financial Maintenance Covenant applies only to periods after the latest Maturity Date in effect at the time of incurrence of such Indebtedness or this Agreement is
amended to include such Previously Absent Financial Maintenance Covenant for the benefit of all Lenders); provided that a certificate of an Authorized Officer of the Borrower delivered to the Administrative Agent at least five Business Days
prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good
faith that such terms and conditions satisfy the requirement of this definition shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies the Borrower in writing within such five
Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees)). 

“Specified Real Estate Asset” means each Material Real Estate Asset that is intended by the Borrower to be part of the
Specified Disposition and identified in writing to the Administrative Agent prior to the Closing Date. 
 “Specified
Representations” means the representations and warranties set forth in Sections 4.1(a), 4.1(b)(ii) and 4.1(b)(iii) (in each case, solely with respect to the Credit Parties), 4.3 (solely with respect to the Credit Documents), 4.4(b) (solely
with respect to the Credit Documents), 4.6, 4.14, 4.15, 4.18, 4.21(a), 4.23(a) and 4.23(c). 
 “Subordinated Indebtedness”
of any Person means any Indebtedness of such Person that is contractually subordinated in right of payment to any other Indebtedness of such Person. 

“Subsidiary” means, with respect to any Person (the “parent”) at any date, (a) any Person the accounts
of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in conformity with GAAP as of such date and (b) any other Person of which Equity Interests
representing more than 50% of the equity value or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, by the parent or one
or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Unless otherwise specified, all references herein to Subsidiaries shall be deemed to refer to Subsidiaries of the Borrower. 

“Supplemental Collateral Questionnaire” means a certificate in the form of Exhibit K or any other form approved by the
Collateral Agent. 
 “Syndication Agent” means Goldman Sachs, in its capacity as syndication agent for the credit facility
established under this Agreement. 
 “Tax” means all present or future taxes, levies, imposts, duties, deductions,
withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 

“Term Priority Collateral” as defined in the ABL Intercreditor Agreement. 

  
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 “Term Priority Collateral Proceeds Account” means a deposit account maintained
with a depository institution reasonably acceptable to the Collateral Agent and that is subject to a Control Agreement in favor of the Collateral Agent in which Net Proceeds of an Asset Sale or an Insurance/Condemnation Event are deposited by the
Borrower or a Restricted Subsidiary, or by the Collateral Agent as loss payee, to be held as cash collateral securing the Obligations pending release as contemplated by Section 2.14(a) or 2.14(b). 

“Test Period” means, on any date of determination, the most recent period of four consecutive Fiscal Quarters of the Borrower
for which financial statements have been delivered pursuant to Section 5.1(a) or 5.1(b) (or, prior to the first delivery of any such financial statements, the period of four consecutive Fiscal Quarters of the Borrower ended
December 31, 2013). 
 “Total Net Leverage Ratio” means, as of any date, the ratio of (a) Consolidated Total Net
Debt as of such date to (b) Consolidated Adjusted EBITDA for the period of four consecutive Fiscal Quarters of the Borrower most recently ended on or prior to such date. 

“Traded Securities” means any debt or equity Securities issued pursuant to a public offering or Rule 144A offering or other
similar private placement. 
 “Tranche B Term Borrowing” means a Borrowing comprised of Tranche B Term Loans. 

“Tranche B Term Loan” means a Tranche B Term Loan made by a Lender to the Borrower pursuant to Section 2.1(a)(i).

 “Tranche B Term Loan Commitment” means, with respect to any Lender, the commitment of such Lender to make a Tranche
B Term Loan hereunder, expressed as an amount representing the maximum principal amount of the Tranche B Term Loan to be made by such Lender, subject to any increase or reduction pursuant to the terms and conditions hereof. The initial amount of
each Lender’s Tranche B Term Loan Commitment is set forth on Schedule 2.1 or in the Assignment Agreement pursuant to which such Lender shall have assumed its Tranche B Term Loan Commitment. The aggregate amount of the Tranche B Term Loan
Commitments as of the Closing Date is $460,000,000. 
 “Tranche B Term Loan Exposure” means, with respect to any
Lender at any time, (a) prior to the making of Tranche B Term Loans hereunder, the Tranche B Term Loan Commitment of such Lender at such time and (b) after the making of Tranche B Term Loans hereunder, the aggregate principal amount of the
Tranche B Term Loans of such Lender outstanding at such time. 
 “Tranche B Term Loan Maturity Date” means the
date that is seven years after the Closing Date. 
 “Transactions” means (a) the execution, delivery and performance
by each Credit Party of the Credit Documents to which it is to be a party, the creation of the Liens provided for in the Collateral Documents and, in the case of the Borrower, the borrowing of Loans and the use of the proceeds thereof, (b) the
execution, delivery and performance by each 

  
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Credit Party of the “Credit Documents” to which it is to be a party and the creation of the Liens provided for in the “Collateral Documents”, in each case under the ABL Credit
Agreement, (c) the execution, delivery and performance by each Credit Party of the Permitted Senior Notes Indebtedness Documents with respect to the Senior Notes and the use of proceeds thereof, (d) the Merger, the Life Sciences Sale and
the other transactions contemplated by the Merger Agreement and (e) the payment of fees and expenses in connection with the foregoing. 

“Type” when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans
comprising such Borrowing, is determined by reference to the Adjusted Eurodollar Rate or the Base Rate. 
 “UCC” means the
Uniform Commercial Code (or any similar or equivalent legislation) as in effect from time to time in any applicable jurisdiction. 

“Unrestricted Cash” means, on any date, Cash and Cash Equivalents owned on such date by the Borrower or any Restricted
Subsidiary that is not a CFC or a CFC Holding Company, as reflected on a balance sheet prepared as of such date in conformity with GAAP, provided that (a) such Cash and Cash Equivalents do not appear (and would not be required to appear)
as “restricted” on a consolidated balance sheet of such Person prepared in conformity with GAAP, (b) such Cash and Cash Equivalents are free and clear of all Liens, other than (i) nonconsensual Liens permitted by Section 6.2
(including, without limitation, clause (a) of the definition of the term “Permitted Encumbrances”), (ii) Liens referred to in clause (i) of the definition of the term “Permitted Encumbrances”, (iii) Liens
created under the Credit Documents and (iv) Liens securing Permitted Refinancing Credit Agreement Indebtedness, Permitted Incremental Equivalent Indebtedness or Permitted Revolving Indebtedness, and (c) the use of such Cash and Cash
Equivalents for application to the payment of Indebtedness is not prohibited in any material respect by applicable law or any material Contractual Obligation and such Cash and Cash Equivalents are not contractually restricted in any material respect
from being distributed to the Borrower. 
 “Unrestricted Subsidiary” means (a) any Subsidiary of the Borrower that is
designated as an Unrestricted Subsidiary in the manner provided below and not subsequently redesignated as a “Restricted Subsidiary” in the manner provided below and (b) each Subsidiary of an Unrestricted Subsidiary. 

The Borrower may designate any Subsidiary to be an “Unrestricted Subsidiary” by delivering to the Administrative Agent a certificate
of a Financial Officer of the Borrower specifying such designation and certifying that such designated Subsidiary satisfies the requirements set forth in this definition (and including reasonably detailed calculations demonstrating satisfaction of
the requirement in clause (b) below); provided that no Subsidiary may be designated as an Unrestricted Subsidiary unless (a) no Default or Event of Default has occurred and is continuing or would result therefrom,
(b) immediately after giving Pro Forma Effect to such designation, the Total Net Leverage Ratio, determined as of the last day of the then most recently ended Test Period, shall not exceed 2.20:1.00, (c) such Subsidiary does not own any
Equity Interests in any of the Restricted Subsidiaries, (d) such Subsidiary does not own (or hold or control by lease, exclusive license or otherwise) any asset (including any Intellectual Property) that is material to the operation in the
ordinary course of business of (i) the Borrower 

  
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and the Restricted Subsidiaries, taken as a whole, or (ii) the Borrower and the Restricted Subsidiaries that are Domestic Subsidiaries, taken as a whole, (e) each Subsidiary of such
Subsidiary has been designated as (and, for so long as it is a Subsidiary of the Borrower, continues as) an “Unrestricted Subsidiary” in accordance with this definition, (f) the Investments in such Unrestricted Subsidiary by the
Borrower and the Restricted Subsidiaries (including, after giving effect to the next sentence, those resulting from such designation) are permitted under Section 6.6, (g) such Subsidiary shall have been or will promptly be designated an
“unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Permitted Senior Notes Indebtedness, any Permitted Credit Agreement Refinancing Indebtedness, any Permitted Incremental Equivalent Indebtedness and any
Permitted Revolving Indebtedness and (h) no Subsidiary may be designated as an Unrestricted Subsidiary if it was previously an Unrestricted Subsidiary that has been redesignated as a Restricted Subsidiary. Upon the designation of any Subsidiary
as an Unrestricted Subsidiary, the Borrower and the Restricted Subsidiaries shall be deemed to have made an Investment in such Unrestricted Subsidiary in an amount equal at the time of such designation to the fair value of such Subsidiary (as
determined reasonably and in good faith by a Financial Officer of the Borrower). The Borrower shall cause each Unrestricted Subsidiary to satisfy at all times the requirements set forth in clauses (c), (d) and (g) above. 

The Borrower may designate any Unrestricted Subsidiary as a “Restricted Subsidiary” by delivering to the Administrative Agent a
certificate of a Financial Officer of the Borrower specifying such redesignation and certifying that such redesignation satisfies the requirements set forth in this paragraph; provided that (a) no Default or Event of Default has occurred
and is continuing or would result therefrom and (b) the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence, at the time of such redesignation, of any Indebtedness and Liens of such Subsidiary
existing at such time. 
 “Unrestricted Subsidiary Reconciliation Statement” means, with respect to any balance sheet or
statement of operations, comprehensive income, equity or cash flows of the Borrower, such financial statement (in substantially the same form) prepared on the basis of consolidating the accounts of the Borrower and the Restricted Subsidiaries and
treating Unrestricted Subsidiaries as if they were not consolidated with the Borrower and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. 

“US Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the
Internal Revenue Code. 
 “US Tax Compliance Certificate” as defined in Section 2.20(f)(ii)(B)(3). 

“wholly owned”, when used in reference to a Subsidiary of any Person, means that all the Equity Interests in such Subsidiary
(other than directors’ qualifying shares and other nominal amounts of Equity Interests that are required to be held by other Persons under applicable law) are owned, beneficially and of record, by such Person, another wholly owned Subsidiary of
such Person or any combination thereof. 
 1.2. Accounting Terms; Pro Forma Calculations. (a) Except as otherwise expressly
provided herein, all terms of an accounting or financial nature used herein shall be 

  
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construed in conformity with GAAP as in effect from time to time; provided that (a) if the Borrower, by notice to the Administrative Agent, shall request an amendment to any provision
hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent or the Requisite Lenders, by notice to the Borrower, shall request
an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and
applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) notwithstanding any other provision contained herein, all terms of an
accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, (i) without giving effect to any election under Statement of Financial Accounting Standards 159, The
Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Borrower or any Restricted Subsidiary at “fair
value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial
Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof, and
(iii) without giving effect to any change to GAAP occurring after the date hereof as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting
Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to
use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the date hereof. Where reference is made to “the Borrower and the Restricted Subsidiaries on a consolidated
basis” or similar language, such consolidation shall not include any Subsidiaries of the Borrower other than the Restricted Subsidiaries. 

(b) Notwithstanding anything to the contrary contained herein, for purposes of determining compliance with any test or covenant contained in
this Agreement, the Secured Net Leverage Ratio, the Total Net Leverage Ratio and any other financial ratio shall be calculated giving Pro Forma Effect to each Pro Forma Event occurring during the applicable period of four consecutive Fiscal Quarters
to which such calculation relates or after the end of such period of four consecutive Fiscal Quarters but not later than the date of such calculation (notwithstanding that such ratio may be said to be determined as of the end of a Test Period);
provided that, notwithstanding the foregoing, when calculating any leverage ratio for purposes of (i) determining the Applicable ECF Percentage and (ii) determining actual compliance (and not Pro Forma Compliance or compliance after
giving Pro Forma Effect or on a Pro Forma Basis) with any financial maintenance covenant that might be added hereto after the date hereof, any Pro Forma Event and any related adjustment contemplated in the definitions of Pro Forma Basis, Pro Forma
Compliance and Pro Forma Effect (and corresponding provisions of the definition of Consolidated Adjusted EBITDA) that occurred subsequent to the end of the applicable period of four consecutive Fiscal Quarters shall not be given Pro Forma Effect.


  
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 1.3. Interpretation, Etc. Any of the terms defined herein may, unless the context
otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement,
unless otherwise specifically provided. 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”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and
properties, including Cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder
having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise,
(a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as from time to time
amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein and, in the case of the Merger Agreement and the Life Sciences Sale Agreement, subject to the approval thereof
by the Arranger to the extent such approval would be required under Section 3), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or
otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder,
(c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating
entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (d) 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. 
 1.4. Currency Translation. For purposes of any
determination under Sections 6 and 8, amounts incurred or outstanding, or proposed to be incurred or outstanding, in currencies other than Dollars shall be translated into Dollars at the currency exchange rates in effect on the date of such
determination; provided that (a) for purposes of any determination under Sections 6.1, 6.4, 6.6 and 6.8, the amount of each applicable transaction denominated in a currency other than Dollars shall be translated into Dollars at the
applicable currency exchange rate in effect on the date of the consummation thereof, which currency exchange rates shall be determined reasonably and in good faith by the Borrower, and (b) for purposes of any financial test and the related
definitions, amounts in currencies other than Dollars shall be translated into Dollars at the currency exchange rates then most recently used in preparing the consolidated financial statements of the Borrower. Notwithstanding anything to the
contrary set forth herein but subject to clause (b) above, (i) no Default shall arise as a result of any limitation or threshold expressed in Dollars in this Agreement being exceeded in respect of any transaction solely as a result of
changes in currency exchange rates from those applicable for determining compliance with this Agreement at the time of, or at any time following, such transaction and (ii) in the case of any Indebtedness outstanding under any clause of
Section 6.1 or secured under any clause of Section 6.2 that contains a limitation expressed in Dollars and that, as a result of changes in exchange rates, is so 

  
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exceeded, such Indebtedness will be permitted to be refinanced with Refinancing Indebtedness in respect thereof incurred under such clause notwithstanding that, after giving effect to such
refinancing, such excess shall continue. 
 1.5. Classification of Loans and Borrowings. For purposes of this Agreement, Loans and
Borrowings may be classified and referred to by Class (e.g., a “Tranche B Term Loan” or “Tranche B Term Borrowing”) or by Type (e.g., a “Eurodollar Rate Loan” or “Eurodollar Rate Borrowing”) or
by Class and Type (e.g., a “Eurodollar Rate Tranche B Term Loan” or “Eurodollar Rate Tranche B Term Borrowing”). 

1.6. Effectuation of Transactions. All references herein to the Borrower and the Subsidiaries or the Restricted Subsidiaries shall be
deemed to be (unless the context otherwise requires) references to such Persons, and all the representations and warranties of the Borrower and the other Credit Parties contained in this Agreement and the other Credit Documents shall be deemed made,
in each case, after giving effect to the Merger and the other Transactions to occur on the Closing Date. 
 SECTION
2. LOANS 
 2.1. Loans. (a) Commitments. (i) Subject to the terms and conditions hereof, each
Lender agrees to make, on the Closing Date, a Tranche B Term Loan to the Borrower in a principal amount not to exceed such Lender’s Tranche B Term Loan Commitment. Amounts borrowed pursuant to this Section 2.1(a) that are repaid
or prepaid may not be reborrowed. Each Lender’s Tranche B Term Loan Commitment shall terminate immediately and without any further action upon the making of a Tranche B Term Loan, as applicable, by such Lender. 

(ii) Additional Classes of Commitments may be established as provided in Section 2.24 or 2.26, and the Loans thereunder
shall be made in accordance with, and subject to the terms and conditions set forth in, such Section. 
 (b) Borrowing Mechanics.

 (i) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders of
such Class proportionately to their applicable Pro Rata Shares. At the commencement of each Interest Period for any Eurodollar Rate Borrowing, such Borrowing shall be in an aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in
excess of such amount; provided that a Eurodollar Rate Borrowing that results from a continuation of an outstanding Eurodollar Rate Borrowing may be in an aggregate amount that is equal to the amount of such outstanding Borrowing. 

(ii) To request a Borrowing, the Borrower shall deliver to the Administrative Agent a fully completed and executed Funding
Notice (A) in the case of a Eurodollar Rate Borrowing, not later than 1:00 p.m. (New York City time) at least three Business Days in advance of the applicable Credit Date (or, in the case of a Tranche B Term Borrowing, such shorter
period as 

  
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may be acceptable to the Administrative Agent) and (B) in the case of a Base Rate Borrowing, not later than 1:00 p.m. (New York City time) on the applicable Credit Date. Promptly upon
receipt by the Administrative Agent of a Funding Notice in accordance with this paragraph, the Administrative Agent shall notify each Lender of the applicable Class of the details thereof and of the amount of such Lender’s Loan to be made as
part of the requested Borrowing. Following delivery of a Funding Notice for a Eurodollar Rate Borrowing, any failure to make such Borrowing shall be subject to Section 2.18(c). 

(iii) Each Lender shall make the principal amount of each Loan required to be made by it hereunder available to the
Administrative Agent not later than 2:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of same day funds in Dollars 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 each such Loan available to the Borrower by promptly remitting the amounts so received, in like funds, to the account specified by the Borrower in the applicable Funding Notice. 

2.2. [Reserved]. 

2.3. [Reserved]. 

2.4. [Reserved]. 

2.5. Pro Rata Shares; Obligations Several; Availability of Funds. (a) All Loans on the occasion of any Borrowing shall be made by
the Lenders in proportion to their applicable Pro Rata Shares. The failure of any Lender to make any Loan or fund any participation required hereunder shall not relieve any other Lender of its obligations hereunder; provided that the
Commitments and other obligations of the Lenders hereunder are several, and no Lender shall be responsible for the failure of any other Lender to make any Loan or fund any participation required hereunder or to satisfy any of its other obligations
hereunder. 
 (b) Unless the Administrative Agent shall have been notified by a Lender prior to the applicable Credit Date that such Lender
does not intend to make available to the Administrative Agent the amount of such Lender’s Loan requested to be made on such Credit Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative
Agent on such Credit Date and may, in its sole discretion, but shall not be obligated to, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made the amount of its Loan available to the Administrative
Agent, then such 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 such payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, (A) at any time prior to the third Business Day following the date such amount is made available to the
Borrower, the customary rate set by the Administrative Agent for the correction of errors among 

  
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banks and (B) thereafter, the Base Rate or (ii) in the case of a payment to be made by the Borrower, the interest rate applicable hereunder to Base Rate Loans of the applicable Class.
If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. 

2.6. Use of Proceeds. The Borrower will use the proceeds of the Tranche B Term Loans made on the Closing Date (a), together with the
proceeds of the Senior Notes and cash on hand of the Borrower, to pay amounts due in connection with the Merger and the other transactions contemplated by the Merger Agreement, (b) to pay fees and expenses in connection with the Transactions
and (c) to the extent any excess proceeds of the Tranche B Term Loans exist after application of proceeds under clauses (a) and (b) above, for general corporate purposes of the Borrower and the Restricted Subsidiaries. The Borrower
will use the proceeds of any Incremental Term Loans solely for the purposes specified in the applicable Incremental Facility Agreements. The Borrower will use the proceeds of any Refinancing Term Loans solely for the purposes specified in
Section 2.26. 
 2.7. Evidence of Debt; Register; Notes. (a) Lenders’ Evidence of Debt. Each Lender shall
maintain records evidencing the Obligations of the Borrower owing to such Lender, including the principal amount of the Loans made by such Lender and each repayment and prepayment in respect thereof. Subject to Section 2.7(b), such records
maintained by any Lender shall be conclusive and binding on the Borrower, absent manifest error; provided that the failure to maintain any such records, or any error therein, shall not in any manner affect the obligation of the Borrower to
pay any amounts due hereunder in accordance with the terms hereof; provided further that in the event of any inconsistency between the records maintained by any Lender and the records maintained by the Administrative Agent, the records
maintained by the Administrative Agent shall govern and control. 
 (b) Register. The Administrative Agent shall maintain records of
the name and address of, and the Commitments of and the principal amount of and stated interest on the Loans owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding on
the Borrower and each Lender, absent manifest error; provided that the failure to maintain the Register, or any error therein, shall not in any manner affect the obligation of any Lender to make a Loan or other payment hereunder or the
obligation of the Borrower to pay any amounts due hereunder, in each case in accordance with the terms of this Agreement. The Register shall be available for inspection by the Borrower or any Lender (but, in the case of a Lender, only with respect
to (i) any entry relating to such Lender’s Commitments or Loans and (ii) the identity of the other Lenders (but not information as to such other Lenders’ Commitments or Loans)) at any reasonable time and from time to time upon
reasonable prior notice. The Borrower hereby designates the Person serving as the Administrative Agent to serve as the Borrower’s non-fiduciary agent solely for purposes of maintaining the Register as provided in this Section 2.7(b) and
agrees that, in consideration of such Person serving in such capacity, such Person and its Related Parties shall constitute “Indemnitees”. 

(c) Notes. Upon the request of any Lender by written notice to the Borrower (with a copy to the Administrative Agent), the Borrower
shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) to evidence such Lender’s Loans of any Class, which shall be in a
form approved by the Administrative Agent. 

  
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 2.8. Interest on Loans. (a) Subject to Section 2.10, each Loan of any Class
shall bear interest on the outstanding principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: 

(i) if a Base Rate Loan, at the Base Rate plus the Applicable Rate with respect to Loans of such Class; or 

(ii) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Rate with respect to Loans of such Class.

 The applicable Base Rate or Adjusted Eurodollar Rate shall be determined by the Administrative Agent, and such determination shall be conclusive and
binding on the parties hereto, absent manifest error. 
 (b) The basis for determining the rate of interest with respect to any Loan, and
the Interest Period with respect to any Eurodollar Rate Borrowing, shall be selected by the Borrower pursuant to the applicable Funding Notice or Conversion/Continuation Notice delivered in accordance herewith; provided that until the earlier
of (i) the date that the Arranger shall have notified the Borrower that assignments in connection with the primary syndication of the Tranche B Term Loans have been completed and (ii) the date 30 days after the Closing Date, the
Tranche B Term Loans shall be maintained at the Borrower’s option as either (A) Eurodollar Rate Loans having an Interest Period of no longer than one month or (B) Base Rate Loans; provided further that there shall
be no more than 10 (or such greater number as may be agreed to by the Administrative Agent) Eurodollar Rate Borrowings outstanding at any time. In the event the Borrower fails to specify in any Funding Notice the Type of the requested Borrowing,
then the requested Borrowing shall be made as a Base Rate Borrowing. In the event the Borrower fails to deliver in accordance with Section 2.9 a Conversion/Continuation Notice with respect to any Eurodollar Rate Borrowing prior to the end of
the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a Base Rate Borrowing. In the event the Borrower requests the making of, or the
conversion to or continuation of, any Eurodollar Rate Borrowing but fails to specify in the applicable Funding Notice or Conversion/Continuation Notice the Interest Period to be applicable thereto, the Borrower shall be deemed to have specified an
Interest Period of one month. No Borrowing of any Class may be converted into a Borrowing of another Class. 
 (c) Interest payable pursuant
to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans, on the basis of a 360-day year (or, in the case of Base Rate Loans determined by reference to the Prime Rate, a 365-day or 366-day year, as applicable), and
(ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which such interest accrues. In computing interest on any Loan, the date of the making of such
Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be,
shall be included, and the date of payment of such Loan or the expiration date of an Interest Period 

  
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applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may
be, shall be excluded; provided that if a Loan is repaid on the same day on which it is made, one day’s interest shall accrue on such Loan. 

(d) Except as otherwise set forth herein, accrued interest on each Loan shall be payable in arrears (i) on each Interest Payment Date
applicable to such Loan, (ii) upon any voluntary or mandatory repayment or prepayment of such Loan, to the extent accrued on the amount being repaid or prepaid, (iii) on the Maturity Date applicable to such Loan and (iv) in the event
of any conversion of a Eurodollar Rate Loan prior to the end of the Interest Period then applicable thereto, on the effective date of such conversion. 

2.9. Conversion/Continuation. (a) Subject to Section 2.18, the Borrower shall have the option: 

(i) to convert at any time all or any part of any Borrowing from one Type to the other Type; and 

(ii) to continue, at the end of the Interest Period applicable to any Eurodollar Rate Borrowing, all or any part of such
Borrowing as a Eurodollar Rate Borrowing and to elect an Interest Period therefor; 
 provided, in each case, that at the commencement
of each Interest Period for any Eurodollar Rate Borrowing, such Borrowing shall be in an amount that complies with Section 2.1(b). 
 In the event any
Borrowing shall have been converted or continued in accordance with this Section 2.9 in part, such conversion or continuation shall be allocated ratably, in accordance with their applicable Pro Rata Shares, among the Lenders holding the Loans
comprising such Borrowing, and the Loans comprising each part of such Borrowing resulting from such conversion or continuation shall be considered a separate Borrowing. 

(b) To exercise its option pursuant to this Section 2.9, the Borrower shall deliver a fully completed and executed
Conversion/Continuation Notice to the Administrative Agent not later than 1:00 p.m. (New York City time) (i) on the proposed Conversion/Continuation Date, in the case of a conversion to a Base Rate Borrowing, and (ii) at least three
Business Days in advance of the proposed Conversion/Continuation Date, in the case of a conversion to, or a continuation of, a Eurodollar Rate Borrowing. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give the
Administrative Agent, not later than the applicable time set forth above, telephonic notice of any proposed conversion or continuation; provided that such telephonic notice shall be promptly confirmed in writing by delivery to the
Administrative Agent of a fully completed and executed Conversion/Continuation Notice. Except as otherwise provided herein, a Conversion/Continuation Notice for a conversion to, or a continuation of, any Eurodollar Rate Borrowing shall be
irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith; any failure to effect such conversion or continuation in accordance therewith
shall be subject to Section 2.18(c). 

  
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 (c) Notwithstanding anything to the contrary herein, if an Event of Default under
Section 8.1(a), 8.1(f) or 8.1(g) or, at the request of the Requisite Lenders (or a Majority in Interest of Lenders of any Class), any other Event of Default shall have occurred and be continuing, then no outstanding Borrowing (of the applicable
Class, in the case of such a request by a Majority in Interest of Lenders of any Class) may be converted to or continued as a Eurodollar Rate Borrowing. 

2.10. Default Interest. Notwithstanding anything to the contrary herein, upon the occurrence and during the continuance of any Event of
Default under Section 8.1(a), 8.1(f) or 8.1(g), any overdue principal of or interest on any Loan or any overdue fee or other amount payable by the Borrower hereunder shall bear interest, payable on demand, after as well as before judgment, at a
rate per annum equal to (a) in the case of the principal of any Loan, 2.00% per annum in excess of the interest rate otherwise applicable hereunder to such Loan or (b) in the case of any other amount, a rate (computed on the basis of
a year of 360 days for the actual number of days elapsed) that is 2.00% per annum in excess of the interest rate payable hereunder for Base Rate Loans. Payment or acceptance of the increased rates of interest provided for in this
Section 2.10 is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of the Administrative Agent or any Lender. 

2.11. Fees. (a) The Borrower agrees to pay on the Closing Date to the Administrative Agent, for the account of each Lender, a
funding fee in an amount equal to 0.50% of the stated principal amount of such Lender’s Tranche B Term Loan made on the Closing Date (it being agreed that, at the option of the Arranger, such funding fee may take the form of original issue
discount, it being understood that, notwithstanding any such original issue discount, the initial outstanding principal amount of such Tranche B Term Loan, and the amount thereof in respect of which the Borrower shall be obligated, shall be the full
principal amount thereof without giving effect to any such original issue discount). 
 (b) The Borrower agrees to pay to the Administrative
Agent and the Collateral Agent such other fees in the amounts and at the times separately agreed upon in respect of the credit facilities provided herein. 

(c) Fees paid hereunder shall not be refundable or creditable under any circumstances. 

2.12. Scheduled Installments; Repayment on Maturity Date. (a) Subject to Section 2.12(c), the Borrower shall repay Tranche B
Term Borrowings on March 31, June 30, September 30 and December 31 of each year, commencing with September 30, 2014 and ending with the last such day to occur prior to the Tranche B Term Loan Maturity Date, in an aggregate
principal amount for each such date equal to 0.25% of the aggregate principal amount of the Tranche B Term Borrowings made on the Closing Date. To the extent not previously paid, all Tranche B Term Loans shall be due and payable on the
Tranche B Term Loan Maturity Date. 
 (b) Subject to Section 2.12(c), the Borrower shall repay Incremental Term Loans, Extended
Term Loans and Refinancing Term Loans of any Class in such amounts and on such date or dates as shall be specified therefor in the Incremental Facility Agreement, the Extension 

  
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Agreement or the Refinancing Facility Agreement establishing the Loans of such Class. To the extent not previously paid, all Loans of any Class shall be due and payable on the Maturity Date
applicable to such Loans. 
 (c) The Installments shall be reduced in connection with any voluntary or mandatory prepayments of the
Tranche B Term Loans or Loans of any other Class in accordance with Section 2.15. 
 (d) Prior to any repayment of any Borrowings
of any Class under this Section 2.12, the Borrower shall select the Borrowing or Borrowings of the applicable Class to be repaid and shall notify the Administrative Agent of such selection. Each such notice may be given by telephone or in
writing (and, if given by telephone, shall promptly be confirmed in writing). Each repayment of a Borrowing shall be allocated among the Lenders holding Loans comprising such Borrowing in accordance with their applicable Pro Rata Shares. 

2.13. Voluntary Prepayments/Commitment Reductions; Call Protection. (a) Voluntary Prepayments. (i) At any time and
from time to time, the Borrower may, without premium or penalty (except as applicable under Section 2.13(c)) but subject to compliance with the conditions set forth in this Section 2.13(a) and with Section 2.18(c), prepay any
Borrowing in whole or in part; provided that each such partial voluntary prepayment of any Borrowing shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess of such amount. 

(ii) To make a voluntary prepayment pursuant to Section 2.13(a)(i), the Borrower shall notify the Administrative Agent not
later than 1:00 p.m. (New York City time) (A) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date of prepayment, in the case of prepayment of Eurodollar Rate
Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone,
shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that a notice of
prepayment of any Borrowing pursuant to Section 2.13(a)(i) may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be rescinded by the Borrower (by notice to the
Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the details
thereof. Each voluntary prepayment of a Borrowing shall be allocated among the Lenders holding Loans comprising such Borrowing in accordance with their applicable Pro Rata Shares. 

(iii) Notwithstanding any other provision of this Section 2.13 to the contrary, in connection with a refinancing in full
of the credit facilities 

  
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established hereunder, any Lender may, with the consent of the Borrower, elect to accept Rollover Indebtedness in lieu of all or any part of such Lender’s applicable Pro Rata Share of any
prepayment of any Borrowing made pursuant to Section 2.13(a)(i). 
 (b) Voluntary Commitment Reductions. (i) At any time
and from time to time, the Borrower may, without premium or penalty but subject to compliance with the conditions set forth in this Section 2.13(b), terminate in whole or permanently reduce in part the Commitments of any Class; provided
that each such partial reduction of the Commitments of such Class shall be in an aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess of such amount. 

(ii) To make a voluntary termination or reduction of the Commitments of any Class pursuant to Section 2.13(b)(i), the
Borrower shall notify the Administrative Agent not later than 1:00 p.m. (New York City time) at least three Business Days prior to the date of effectiveness of such termination or reduction. Each such notice shall specify the termination or
reduction date (which shall be a Business Day) and the amount of any partial reduction, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the
termination or reduction of the Commitments specified therein shall become effective on the date specified therein; provided that a notice of termination or reduction of the Commitments of any Class under Section 2.13(b)(i) may state
that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the details thereof. Each voluntary reduction of the Commitments of any Class shall reduce the
Commitments of the Lenders of such Class in accordance with their applicable Pro Rata Shares. 
 (c) Tranche B Term Loan Call
Protection. In the event that all or any portion of the Tranche B Term Borrowings are subject to any Repricing Event, in each case, prior to the date that is six months after the Closing Date, then each Lender whose Tranche B Term Loans are
subject to such a Repricing Event (or which is required to assign any of its Tranche B Term Loans pursuant to Section 2.23 in connection with such Repricing Event) shall be paid a prepayment fee equal to 1.0% of the aggregate principal amount
of its Tranche B Term Loans subject to such Repricing Event or such assignment; provided that such prepayment fee shall not be payable if such Repricing Event (or such assignment) occurs in connection with the consummation of an
Acquisition not permitted by this Agreement or the occurrence of a Change of Control. 
 2.14. Mandatory Prepayments.
(a) Asset Sales. Not later than the fifth Business Day following the date of receipt by the Borrower or any Restricted Subsidiary of any Net Proceeds in respect of any Asset Sale, the Borrower shall prepay the Borrowings in an aggregate
amount equal to 100% (or, in the case of Net Proceeds in respect of the Specified Disposition, 

  
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50%) of such Net Proceeds (excluding therefrom, however, in the case of any Asset Sale involving any ABL Priority Collateral (whether in the form of a direct sale, transfer or other disposition
of such ABL Priority Collateral or a sale, transfer or other disposition of Equity Interests in any Restricted Subsidiary owning such ABL Priority Collateral) that secures any Permitted Revolving Indebtedness at the time such Asset Sale occurs, the
portion of such Net Proceeds attributable to the fair value of such ABL Priority Collateral (net of any related transferred liabilities, in each case as determined reasonably and in good faith by the chief financial officer of the Borrower));
provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower may (other than with respect to the Net Proceeds in respect of the Specified Disposition), prior to the date of the required
prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower to the effect that the Borrower intends to cause such Net Proceeds (or a portion thereof specified in such certificate) to be reinvested in
long-term productive assets useful in the business of the Borrower and the Restricted Subsidiaries or to be applied to consummate an Acquisition (provided that to the extent of the fair value of any Term Priority Collateral subject to such
Asset Sale (as determined reasonably and in good faith by the chief financial officer of the Borrower), the assets to be reinvested in or to be acquired as part of such Acquisition shall constitute Term Priority Collateral), in each case, within 365
days after the receipt of such Net Proceeds, and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, in which case during such period the Borrower shall not be required to make such prepayment to
the extent of the amount set forth in such certificate; provided further that any such Net Proceeds that are not so reinvested or applied by the end of such period (or, if by the end of such
365-day period the Borrower or one or more Restricted Subsidiaries shall have entered into a binding agreement with a third party to acquire such assets or to consummate an Acquisition, within a period of
180 days thereafter) shall be applied to prepay the Borrowings promptly upon the expiration of such period. Notwithstanding the foregoing, the Borrower may use a portion of any Net Proceeds in respect of any Asset Sale (other than the Specified
Disposition) that would otherwise be required pursuant to this Section 2.14(a) to be applied to prepay the Borrowings to prepay, repurchase or redeem any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental
Equivalent Indebtedness that, in each case, constitutes Permitted Pari Passu Secured Indebtedness but only to the extent such Permitted Pari Passu Secured Indebtedness pursuant to the terms thereof is required to be (or is required to be offered to
the holders thereof to be) prepaid, repurchased or redeemed as a result of such Asset Sale (with the amount of the prepayment of the Borrowings that would otherwise have been required pursuant to this Section 2.14(a) being reduced accordingly),
provided that (i) such portion shall not exceed the product of (x) the amount of such Net Proceeds multiplied by (y) a fraction of which the numerator is the outstanding aggregate principal amount of such Permitted Pari Passu
Secured Indebtedness and the denominator is the sum of the aggregate principal amount of such Permitted Pari Passu Secured Indebtedness and all Borrowings, in each case at the time of occurrence of such Asset Sale, and (ii) in the event the
holders of such Permitted Pari Passu Secured Indebtedness shall have declined such prepayment, repurchase or redemption, the declined amount shall promptly (and in any event within 10 Business Days after the date of rejection) be applied to prepay
the Borrowings. Any amount set forth in any certificate delivered as referred to above shall, pending reinvestment or other application as provided herein, be deposited in the Term Priority Collateral Proceeds Account and shall not be commingled
with any other deposit accounts or funds (with the Collateral Agent hereby agreeing to release such Net Proceeds held in the Term Priority Collateral Proceeds Account to the Borrower promptly upon request of the


  
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Borrower and delivery to the Collateral Agent of a certificate of an Authorized Officer of the Borrower to the effect that no Default or Event of Default shall have occurred and be continuing and
that the Net Proceeds so released will be promptly applied in accordance with this Section 2.14(a)). 
 (b) Insurance/Condemnation
Events. Not later than the fifth Business Day following the date of receipt by the Borrower or any Restricted Subsidiary, or by the Collateral Agent as loss payee, of any Net Proceeds in respect of any Insurance/Condemnation Event, the Borrower
shall prepay the Borrowings in an aggregate amount equal to 100% of such Net Proceeds (excluding therefrom, however, in the case of any Insurance/Condemnation Event involving any ABL Priority Collateral that secures any Permitted Revolving
Indebtedness at the time such Insurance/Condemnation Event occurs, the portion of such Net Proceeds attributable to the fair value of such ABL Priority Collateral (as determined reasonably and in good faith by the chief financial officer of the
Borrower)); provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower may, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized
Officer of the Borrower to the effect that the Borrower intends to cause such Net Proceeds (or a portion thereof specified in such certificate) to be reinvested in replacement assets (including through the repair, restoration or replacement of the
damaged, destroyed or condemned assets) or long-term productive assets useful in the business of the Borrower and the Restricted Subsidiaries (provided that to the extent of the fair value of any Term Priority Collateral subject to such
Insurance/Condemnation Event (as determined reasonably and in good faith by the chief financial officer of the Borrower), the reinvestment assets shall constitute Term Priority Collateral), in each case, within 365 days after the receipt of such Net
Proceeds, and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, in which case during such period the Borrower shall not be required to make such prepayment to the extent of the amount set forth
in such certificate; provided further that any such Net Proceeds that are not so reinvested by the end of such period (or, if by the end of such 365-day period the Borrower or one or more
Restricted Subsidiaries shall have entered into a binding agreement with a third party to acquire such assets, within a period of 180 days thereafter) shall be applied to prepay the Borrowings promptly upon the expiration of such period.
Notwithstanding the foregoing, the Borrower may use a portion of any Net Proceeds in respect of any Insurance/Condemnation Event that would otherwise be required pursuant to this Section 2.14(b) to be applied to prepay the Borrowings to prepay,
repurchase or redeem any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness that, in each case, constitutes Permitted Pari Passu Secured Indebtedness but only to the extent such Permitted Pari
Passu Secured Indebtedness pursuant to the terms thereof is required to be (or is required to be offered to the holders thereof to be) prepaid, repurchased or redeemed as a result of such Insurance/Condemnation Event (with the amount of the
prepayment of the Borrowings that would otherwise have been required pursuant to this Section 2.14(b) being reduced accordingly), provided that (i) such portion shall not exceed the product of (x) the amount of such Net
Proceeds multiplied by (y) a fraction of which the numerator is the outstanding aggregate principal amount of such Permitted Pari Passu Secured Indebtedness and the denominator is the sum of the aggregate principal amount of such Permitted Pari
Passu Secured Indebtedness and all Borrowings, in each case at the time of occurrence of such Insurance/Condemnation Event, and (ii) in the event the holders of such Permitted Pari Passu Secured Indebtedness shall have declined such prepayment,
repurchase or redemption, the 

  
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declined amount shall promptly (and in any event within 10 Business Days after the date of rejection) be applied to prepay the Borrowings. Any amount set forth in any certificate delivered as
referred to above shall, pending reinvestment or other application as provided herein, be deposited in the Term Priority Collateral Proceeds Account and shall not be commingled with any other deposit accounts or funds (with the Collateral Agent
hereby agreeing to release such Net Proceeds held in the Term Priority Collateral Proceeds Account to the Borrower promptly upon request of the Borrower and delivery to the Collateral Agent of a certificate of an Authorized Officer of the Borrower
to the effect that no Default or Event of Default shall have occurred and be continuing and that the Net Proceeds so released will be promptly applied in accordance with this Section 2.14(b)). 

(c) Issuance of Debt. No later than the first Business Day following the date of receipt by the Borrower or any Restricted Subsidiary
of any Net Proceeds from the incurrence of any Indebtedness (other than any Indebtedness permitted to be incurred pursuant to Section 6.1), the Borrower shall prepay the Borrowings in an aggregate amount equal to 100% of such Net Proceeds. 

(d) Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with
the Fiscal Year ending December 31, 2014, but, with respect to such Fiscal Year, only for the portion thereof commencing with the first full Fiscal Quarter commencing after the Closing Date), the Borrower shall, not later than 120 days after
the end of such Fiscal Year (or, in the case of Consolidated Excess Cash Flow attributable to the operations of a CFC or CFC Holding Company, subject to the limitations of Section 2.14(g)), prepay the Borrowings in an aggregate principal amount
equal to (i) the Applicable ECF Percentage for such Fiscal Year multiplied by the Consolidated Excess Cash Flow for such Fiscal Year (or such portion thereof), minus (in each case, only to the extent such prepayments are financed
with Internally Generated Cash) (ii) the sum of (A) without duplication of any amount theretofore deducted from the mandatory prepayment required by Section 2.14(e) pursuant to clause (ii) thereof, the aggregate principal amount
of the Borrowings voluntarily prepaid by the Borrower pursuant to Section 2.13 during such Fiscal Year, plus (B) the aggregate principal amount of any prepayments of Permitted Revolving Indebtedness during such Fiscal Year, but
solely to the extent the revolving commitments thereunder are permanently reduced in connection therewith (and solely to the extent of the amount of such permanent reduction and excluding any reduction in connection with a refinancing thereof),
plus (C) the aggregate principal amount of any prepayments, repurchases or redemptions of any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness that, in each case, constitutes
Permitted Pari Passu Secured Indebtedness during such Fiscal Year. 
 (e) Eighteen Months Prepayment. On the date that is 18 months
after the Closing Date (or if such date is not a Business Day, on the immediately following Business Day), the Borrower shall prepay the Tranche B Term Borrowings in an aggregate amount equal to the difference of (i) $50,000,000 minus
(ii) without duplication of any amount theretofore deducted from the mandatory prepayment required by Section 2.14(d) pursuant to clause (ii)(A) thereof, the aggregate principal amount of the Tranche B Term Borrowings voluntarily prepaid
by the Borrower pursuant to Section 2.13 prior to such date. 

  
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 (f) Notice and Certificate. Prior to or concurrently with any mandatory prepayment
pursuant to this Section 2.14, the Borrower (i) shall notify the Administrative Agent of such prepayment and (ii) shall deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower setting forth the
calculation of the amount of the applicable prepayment or reduction. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid (with such specification to
be in accordance with Section 2.15(b)), and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Promptly following receipt of any such notice, the Administrative Agent shall advise the
Lenders of the applicable Class of the details thereof. Each mandatory prepayment of any Borrowing shall be allocated among the Lenders holding Loans comprising such Borrowing in accordance with their applicable Pro Rata Shares. 

(g) Foreign Restrictions and Taxes. Notwithstanding any other provisions of this Section 2.14 to the contrary, if the Borrower
determines in good faith that (i) any Net Proceeds in respect of any Asset Sale (other than the Specified Disposition) by, or any Insurance/Condemnation Event affecting the assets of, a Restricted Subsidiary that is a Foreign Subsidiary, a CFC
or a CFC Holding Company, or any portion of Consolidated Excess Cash Flow attributable to a Restricted Subsidiary that is a Foreign Subsidiary, a CFC or a CFC Holding Company, are prohibited, restricted or delayed by applicable foreign law
(including currency controls) from being repatriated to the United States (and that, in view of the available liquidity and working capital requirements of the Borrower and the Restricted Subsidiaries that are not Foreign Subsidiaries, CFCs or CFC
Holding Companies (as determined by the Borrower in good faith, with such determination being permitted to take into account the cyclicality applicable to the business of the Borrower and the Restricted Subsidiaries and to disregard availability
under the ABL Credit Agreement or any other Permitted Revolving Indebtedness (it being understood that the Borrower shall not be required to make a borrowing under the ABL Credit Agreement or any other Permitted Revolving Indebtedness to make any
such mandatory prepayment required under Section 2.14(a), 2.14(b) or 2.14(d))), such repatriation is reasonably required in order to provide the Borrower with the funds with which to make such prepayment as would otherwise be required
hereunder), then the amount thereof so affected will not be required to be applied to prepay Borrowings as otherwise required under Sections 2.14(a), 2.14(b) or 2.14(d), as applicable, provided that (A) the Borrower shall, and shall
cause such Foreign Subsidiary, CFC or CFC Holding Company to, use commercially reasonable efforts to take actions reasonably required by the applicable foreign law to permit such repatriation and (B) the Borrower shall prepay Borrowings in
accordance with such applicable Section in a principal amount equal to such affected amount (or a portion thereof) at such time as (x) the repatriation of such amount (or such portion thereof) becomes permitted under applicable foreign law or
(y) the Borrower determines in good faith that, in view of the available liquidity and working capital requirements of the Borrower and the Restricted Subsidiaries that are not Foreign Subsidiaries, CFCs or CFC Holding Companies (taking into
account the foregoing considerations), funds are available in the United States to make such prepayment (or such portion thereof), provided further that any such prepayment shall no longer be required to be made with respect to any
such amounts that, after the use of such commercially reasonable efforts, have not been repatriated prior to the date that is one year after the date the original prepayment was required to be made under Section 2.14(a), 2.14(b) or 2.14(d), as
applicable, or (ii) that repatriation of any Net Proceeds in respect of any Asset Sale (other than the Specified Disposition) by, or any 

  
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Insurance/Condemnation Event affecting the assets of, a Restricted Subsidiary that is a Foreign Subsidiary, CFC or a CFC Holding Company, or any portion of Consolidated Excess Cash Flow
attributable to a Restricted Subsidiary that is a Foreign Subsidiary, a CFC or a CFC Holding Company, would have a material adverse tax cost consequence (taking into account any withholding tax, any Subpart F inclusion and any foreign tax credit or
benefit actually realized in connection with such repatriation) to the Borrower (and that, in view of the available liquidity and working capital requirements of the Borrower and the Restricted Subsidiaries that are Foreign Subsidiaries, CFCs or CFC
Holding Companies (as determined by the Borrower in good faith, with such determination being permitted to take into account the cyclicality applicable to the business of the Borrower and the Restricted Subsidiaries and to disregard availability
under the ABL Credit Agreement or any other Permitted Revolving Indebtedness (it being understood that the Borrower shall not be required to make a borrowing under the ABL Credit Agreement or any other Permitted Revolving Indebtedness to make any
such mandatory prepayment required under Section 2.14(a), 2.14(b) or 2.14(d))), such repatriation is reasonably required in order to provide the Borrower with the funds with which to make such prepayment as would otherwise be required
hereunder), then the amount thereof so affected will not be required to be applied to prepay Borrowings as otherwise required under Section 2.14(a), 2.14(b) or 2.14(d), as applicable, provided that the Borrower shall prepay Borrowings in
accordance with such applicable Section in a principal amount equal to such affected amount (or a portion thereof) at such time as (A) the repatriation of such amount (or such portion thereof) would no longer result in a material adverse tax
cost consequence or (B) the Borrower determines in good faith that, in view of the available liquidity and working capital requirements of the Borrower and the Restricted Subsidiaries that are not Foreign Subsidiaries, CFCs or CFC Holding
Companies (taking into account the foregoing considerations), funds are available in the United States to make such prepayment (or such portion thereof), provided further that any such prepayment shall no longer be required to be made
after the date that is one year after the date the original prepayment was required to be made under Section 2.14(a), 2.14(b) or 2.14(d), as applicable. 

2.15. Application of Prepayments; Waivable Mandatory Prepayments. (a) Application of Voluntary Prepayments and Repurchases.
Any voluntary prepayment of Borrowings of any Class pursuant to Section 2.13(a) shall be applied to reduce the subsequent Installments to be paid pursuant to Section 2.12 with respect to Borrowings of such Class in the manner specified by
the Borrower in the notice of prepayment relating thereto (or, if no such manner is specified in such notice, in direct order of maturity); provided that any prepayment of Borrowings of any Class as contemplated by Section 2.26(b) shall
be applied to reduce the subsequent Installments to be paid pursuant to Section 2.12 with respect to Borrowings of such Class in the manner specified in Section 2.26(b). Any repurchase of Loans of any Class as contemplated by
Section 10.6(i) shall be applied to reduce the subsequent Installments to be paid pursuant to Section 2.12 with respect to Borrowings of such Class in the manner specified in Section 10.6(i). 

(b) Application of Mandatory Prepayments. Any mandatory prepayment of Borrowings pursuant to Section 2.14 shall (i) be
allocated among the Classes of Borrowings on a pro rata basis (in accordance with the aggregate principal amount of outstanding Borrowings of each such Class), provided that (A) the prepayment of Borrowings pursuant to
Section 2.14(e) shall be allocated solely to Tranche B Term Borrowings and (B) the amounts so allocable to Incremental Term Loans, Extended Term Loans or Refinancing Term Loans of any Class may be


  
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reallocated to other Borrowings as provided in the applicable Incremental Facility Agreement, Extension Agreement or Refinancing Facility Agreement, and (ii) be applied to reduce the
subsequent Installments to be made pursuant to Section 2.12 with respect to Borrowings of any Class, (x) in the case of Tranche B Term Borrowings, first, in direct order of maturity to the next eight Installments with respect to
Tranche B Term Borrowings scheduled to be paid following the date such mandatory prepayment is made and, following the application in full to all such Installments, second, on a pro rata basis (in accordance with the principal amounts of such
Installments) and (y) in the case of Borrowings of any other Class, as provided in the applicable Incremental Facility Agreement, Extension Agreement or Refinancing Facility Agreement. 

(c) Waivable Mandatory Prepayments. Notwithstanding anything herein to the contrary, any Lender may elect, by notice to the
Administrative Agent (which may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing)) at least one Business Day (or such shorter period as may be established by the Administrative Agent) prior to
the required prepayment date, to decline all or any portion of any mandatory prepayment of its Loans pursuant to Section 2.14 (other than Section 2.14(c)), in which case the aggregate amount of the prepayment that would have been applied
to prepay the Loans but was so declined shall be, first, applied to prepay or offer to redeem other Indebtedness of the Borrower to the extent required thereby and, second, to the extent of the remainder thereof shall be retained by
the Borrower. 
 2.16. General Provisions Regarding Payments. (a) All payments by the Borrower or any other Credit Party of
principal, interest, fees and other amounts required to be made hereunder or under any other Credit Document shall be made by wire transfer of same day funds in Dollars, without defense, recoupment, setoff or counterclaim, free of any restriction or
condition, to the account of the Administrative Agent most recently designated by it for such purpose and received by the Administrative Agent not later than 1:00 p.m. (New York City time) on the date due for the account of the Persons entitled
thereto; provided that payments made pursuant to Sections 2.18(c), 2.19, 2.20, 10.2 and 10.3 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any payment received by it hereunder for the
account of any other Person to the appropriate recipient promptly following receipt thereof. 
 (b) All payments in respect of the principal
amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with
respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. 
 (c) If any
Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its applicable Pro Rata Share of any Eurodollar Rate Borrowing, the Administrative Agent shall give effect thereto in
apportioning payments received thereafter. 
 (d) Subject to the proviso set forth in the definition of “Interest Period”,
whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the
computation of the payment of interest hereunder. 

  
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 (e) Any payment hereunder by or on behalf of the Borrower to the Administrative Agent that is not
received by the Administrative Agent in same day funds prior to 1:00 p.m. (New York City time) on the date due shall, unless the Administrative Agent shall determine otherwise, be deemed to have been received, for purposes of computing interest
and fees hereunder (including for purposes of determining the applicability of Section 2.10), on the Business Day immediately following the date of receipt (or, if later, the Business Day immediately following the date the funds received become
available funds). 
 (f) If an Event of Default shall have occurred and the maturity of the Loans shall have been accelerated pursuant to
Section 8.1, all payments or proceeds received by the Administrative Agent or the Collateral Agent in respect of any of the Obligations, or from any sale of, collection from or other realization upon all or any part of the Collateral, shall,
subject to the requirements of the applicable Permitted Intercreditor Agreements, be applied in accordance with the application arrangements described in Section 5.02 of the Pledge and Security Agreement. 

(g) Unless the Administrative Agent shall have been notified by the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in its sole
discretion, but shall not be obligated to, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to pay to the Administrative Agent forthwith on demand
the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at (i) the rate applicable to such
amount under this Agreement or (ii) if no such rate is specified in this Agreement, the Base Rate. 
 2.17. Ratable Sharing. The
Lenders hereby agree among themselves that if any Lender shall, whether through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Credit Documents or otherwise,
or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a portion of the aggregate amount of any principal, interest and fees owing to such Lender hereunder or under the other
Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) resulting in such Lender receiving payment of a greater proportion of the Aggregate Amounts Due to such Lender than the proportion received by any other
Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such payment and
(b) apply a portion of such payment to purchase (for cash at face value) participations in the Aggregate Amounts Due to the other Lenders so that all such payments of Aggregate Amounts Due shall be shared by all the Lenders ratably in
accordance with the Aggregate Amounts Due to them; provided that, if all or part of such proportionately greater payment received by any purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of any
Credit Party or otherwise, such purchase shall be rescinded 

  
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and the purchase price paid for such participation shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Each Credit Party expressly consents
to the foregoing arrangements and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and
all monies owing by such Credit Party to such holder with respect thereto as fully as if such holder were owed the amount of the participation held by such holder. The provisions of this Section 2.17 shall not be construed to apply to
(i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (for the avoidance of doubt, as in effect from time to time), including pursuant to Section 2.23 or any Extension Agreement,
Incremental Facility Agreement or Refinancing Facility Agreement, (ii) any acceptance by any Lender of any Rollover Indebtedness in accordance with Section 2.13(b)(iii) or (iii) any payment obtained by any Lender as consideration for
the assignment of or sale of a participation in Loans or other Obligations owing to it pursuant to and in accordance with the express terms of this Agreement. 

2.18. Making or Maintaining Eurodollar Rate Loans. (a) Inability to Determine Applicable Interest Rate. In the event that
the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that by reason of
circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of “Adjusted Eurodollar Rate”, the
Administrative Agent shall on such date give notice (which may be telephonic) to the Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, Eurodollar Rate Loans until such time as the
Administrative Agent notifies the Borrower and Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect
of which such determination was made shall be deemed to be rescinded by the Borrower. 
 (b) Illegality or Impracticability of Eurodollar
Rate Loans. In the event that on any date (i) any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto) that the making, maintaining, converting to or continuation of its
Eurodollar Rate Loans has become unlawful as a result of compliance by such Lender in good faith with any law (or would conflict with any treaty, rule, regulation, guideline or order not having the force of law even though the failure to comply
therewith would not be unlawful), or (ii) the Requisite Lenders shall have determined (which determination shall be final and conclusive and binding upon all parties hereto) that the making, maintaining, converting to or continuation of their
Eurodollar Rate Loans has become impracticable as a result of contingencies occurring after the date hereof that materially and adversely affect the London interbank market or the position of the Lenders in that market, then, if such Lender or
Lenders shall have provided notice thereof to the Administrative Agent and the Borrower, such Lender or each of such Lenders, as the case may be, shall be an “Affected Lender”. If the Administrative Agent receives a notice from
(A) any Lender pursuant to clause (i) of the preceding sentence or (B) a notice from Lenders constituting Requisite Lenders pursuant to clause (ii) of the preceding sentence, then (1) the obligation of the Lenders (or, in
the case of any notice pursuant to clause (i) of the preceding sentence, of the applicable Lender) to make Loans as, or to convert Loans to, Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by each


  
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applicable Affected Lender, (2) to the extent such determination by any Affected Lender relates to a Eurodollar Rate Loan then being requested by the Borrower pursuant to a Funding Notice or
a Conversion/Continuation Notice, the Lenders (or in the case of any notice pursuant to clause (i) of the preceding sentence, the applicable Lender) shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be)
a Base Rate Loan, (3) the Lenders’ (or in the case of any notice pursuant to clause (i) of the preceding sentence, the applicable Lender’s) obligations to maintain Eurodollar Rate Loans (the “Affected Loans”)
shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (4) the Affected Loans shall automatically convert into Base Rate Loans on the
date of such termination. Notwithstanding the foregoing, to the extent any such determination by an Affected Lender relates to a Eurodollar Rate Loan then being requested by the Borrower pursuant to a Funding Notice or a Conversion/Continuation
Notice, the Borrower shall have the option, subject to Section 2.18(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving written notice (or telephonic notice promptly confirmed by written notice)
thereof to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender).

 (c) Compensation for Breakage or Non-Commencement of Interest Periods. In the event that (i) a borrowing of any Eurodollar
Rate Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Loan in accordance with its obligations
hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any Conversion/Continuation Notice (or
a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Loan occurs on a
day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable
thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.23 or (vi) a prepayment of any Eurodollar Rate Loan
does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses
and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any
such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.18(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or
amounts that such Lender is entitled to receive pursuant to this Section 2.18(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within
15 days after receipt thereof. 

  
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 (d) Booking of Eurodollar Rate Loans. Any Lender may make, carry or transfer Eurodollar
Rate Loans at, to or for the account of any of its branch offices or the office of any Affiliate of such Lender. 
 (e) Assumptions
Concerning Funding of Eurodollar Rate Loans. Calculation of all amounts payable to a Lender under this Section 2.18 and under Section 2.19 shall be made as though such Lender had actually funded each of its relevant Eurodollar Rate
Loans through the purchase of a Eurodollar deposit bearing interest at the rate obtained pursuant to clause (a)(i) of the definition of the term Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar Rate Loan and having a
maturity comparable to the relevant Interest Period and through the transfer of such Eurodollar deposit from an offshore office of such Lender to a domestic office of such Lender in the United States of America; provided that each Lender may
fund each of its Eurodollar Rate Loans in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this Section 2.18 and under Section 2.19. 

2.19. Increased Costs; Capital Adequacy. (a) Increased Costs Generally. If any Change in Law shall: 

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement
against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any such reserve requirement reflected in the Adjusted Eurodollar Rate); 

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses
(b) through (d) of the definition of “Excluded Taxes” and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or
capital attributable thereto; or 
 (iii) impose on any Lender or the London interbank market any other condition, cost or
expense (other than Taxes) affecting this Agreement or any Loan made by such Lender; 
 and the result of any of the foregoing shall be to increase the cost
to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to reduce the amount of any sum received or receivable by such Lender or other Recipient
hereunder (whether of principal, interest or any other amount) then, from time to time upon request of such Lender or other Recipient, the Borrower will pay to such Lender or other Recipient, as the case may be, such additional amount or amounts as
will compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered. 
 (b)
Capital and Liquidity Requirements. If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has had
or would have the 

  
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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, the Commitments of such
Lender 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 or liquidity), then from time to time upon request of such Lender 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) Certificates for Reimbursement. A certificate of a Lender
setting forth in reasonable detail the basis and calculation of the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in Section 2.19(a) or 2.19(b) and delivered to the Borrower,
shall be conclusive absent manifest error. The Borrower shall pay such Lender, as the case may be, the amount shown as due on any such certificate within 15 days after receipt thereof. 

(d) Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.19 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 2.19 for any increased costs incurred or reductions suffered
more than 180 days prior to the date that such Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefor (except
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). 

2.20. Taxes; Withholding, Etc. (a) Payments Free of Taxes. Any and all payments by or on account of any obligation of any
Credit Party under any Credit Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires
the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the
relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so that after such deduction or withholding has been made
(including such deductions and withholdings applicable to additional sums payable under this Section 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. 

(b) Payment of Other Taxes by the Credit Parties. Each Credit Party shall timely pay to the relevant Governmental Authority in
accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. 
 (c)
Indemnification by the Credit Parties. The Credit Parties shall jointly and severally indemnify each Recipient, within 15 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or
asserted on or attributable to amounts payable under this Section 2.20) payable or paid by such Recipient or required to be 

  
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withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified 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 (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf
(including in its capacity as the Collateral Agent) or on behalf of a Lender, shall be conclusive absent manifest error. 
 (d)
Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 15 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that no Credit
Party has already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of
Section 10.6(g) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Document, and
any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered
to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or
otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.20(d). 

(e) Evidence of Payments. As soon as practicable after any payment of Taxes by any Credit Party to a Governmental Authority pursuant to
this Section 2.20, such Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to the Administrative Agent. 
 (f) Status of Lenders. (i) Any Lender that is
entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the
Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition,
any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or
the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and
submission of such documentation (other than such documentation set forth in Section 2.20(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would
subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender (it being understood that information required by current United States federal income Tax withholding
forms shall not be considered to be information the provision of which would materially prejudice the position of a Lender). 

  
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 (ii) Without limiting the generality of the foregoing: 

(A) Any Lender that is a US Person shall deliver to the Borrower and the Administrative Agent prior to the date on which such
Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from United States
federal backup withholding Tax, provided that, if such Lender is a disregarded entity for United States federal income Tax purposes and its owner is a US Person, such Lender will provide the appropriate withholding form of its owner (with
required supporting documentation). 
 (B) Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver
to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such 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: 
 (1) in the
case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Credit Document, executed originals of IRS Form W-8BEN establishing an exemption
from, or reduction of, US federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Credit Document, IRS Form W-8BEN establishing an exemption from,
or reduction of, US federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 

(2) executed originals of IRS Form W-8ECI; 

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of
the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit L-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10
percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code
(a “US Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or 
 (4)
to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS 

  
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Form W-8ECI, IRS Form W-8BEN, a US Tax Compliance Certificate substantially in the form of Exhibit L-2 or Exhibit L-3, IRS Form W-9, and/or other certification documents from each beneficial
owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a US Tax Compliance
Certificate substantially in the form of Exhibit L-4 on behalf of each such direct and indirect partner. 
 (C) Any Foreign
Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such 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), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction
in US federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.

 (D) If a payment made to a Lender under any Credit Document would be subject to US 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 Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and
the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by
Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their
obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement. 
 Each Lender agrees that if any form or certification it
previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. 

(g) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a
refund of any Taxes as to which it has been indemnified pursuant to this Section 2.20 (including by the payment of additional amounts pursuant to this Section 2.20), it shall pay to the indemnifying party an amount equal to such refund
(but only to the extent of indemnity payments made under this Section 2.20 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of 

  
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such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such
indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 2.20(g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified
party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.20(g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to
this Section 2.20(g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such
refund had never been paid. This Section 2.20(g) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or
any other Person. 
 (h) Survival. Each party’s obligations under this Section 2.20 shall survive the resignation or
replacement of the Administrative Agent or the Collateral Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Credit
Document. 
 2.21. Obligation to Mitigate. If any Lender becomes an Affected Lender or requests compensation under Section 2.19,
or if the Borrower is required to pay any additional amount to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.20, then such Lender shall use reasonable efforts to designate a different
lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Lender, such designation or assignment and
delegation (a) would cause such Lender to cease to be an Affected Lender or would eliminate or reduce amounts payable pursuant to Section 2.19 or 2.20, as the case may be, in the future and (b) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be materially 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 and
delegation. 
 2.22. Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender
becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law, (i) the Commitments and Loans of such Defaulting Lender shall not be included in determining whether
the Requisite Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Credit Document (including any consent to any amendment, waiver or other modification pursuant to Section 10.5); provided
that any amendment, waiver or other modification that under clauses (i), (ii), (iii), (iv) or (v) of Section 10.5(b) requires the consent of all Lenders affected thereby shall require the consent of such Defaulting Lender in
accordance with the terms thereof. 
 (b) If the Borrower and the Administrative Agent agree in writing in their sole discretion that a
Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, such
Defaulting Lender will cease to be a Defaulting Lender. 

  
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 2.23. Replacement and Termination of Lenders. If (a) any Lender has become an
Affected Lender, (b) any Lender requests compensation under Section 2.19, (c) 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 2.20, (d) any Lender becomes and continues to be a Defaulting Lender or (e) any Lender fails to consent to a proposed waiver, amendment or other modification of any Credit Document, or to any departure of any Credit Party
therefrom, that under Section 10.5(b) requires the consent of all the Lenders (or all the affected Lenders or all Lenders or all the affected Lenders of the affected Class) and with respect to which the Requisite Lenders (or, in circumstances
where Section 10.5(d) does not require the consent of the Requisite Lenders, a Majority in Interest of the Lenders of the affected Class) shall have granted their consent, then the Borrower may, at its sole expense and effort, upon notice to
such Lender and the Administrative Agent, (i) so long as no Event of Default shall have occurred and be continuing, terminate the Commitments of such Lender and prepay outstanding Loans of such Lender in full (or terminate the Commitment and
prepay Loans of the relevant Class), in each case without any obligation to terminate any Commitment, or prepay any Loan, of any other Lender or (ii) require such Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in Section 10.6, including the consent requirements set forth therein), all its interests, rights and obligations under this Agreement and the other Credit Documents (or, in the case of any such assignment and
delegation resulting from a failure to provide a consent, all its interests, rights (other than existing rights to payment under Sections 2.18(c), 2.19 and 2.20) and obligations under this Agreement and the other Credit Documents as a Lender of
a particular Class) to an Eligible Assignee that shall assume such obligations (which may be another Lender, if a Lender accepts such assignment and delegation); provided that, in the case of any such assignment and delegation under
clause (ii) above, (A) the Borrower shall have paid to the Administrative Agent the registration and processing fee referred to in Section 10.6(d), (B) such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (including any amounts under Section 2.18(c) and any prepayment fee under Section 2.13(c)) (if applicable, in each case only to
the extent such amounts relate to its interest as a Lender of a particular Class) from the assignee (in the case of such principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (C) such assignment and
delegation does not conflict with applicable law, (D) in the case of any such assignment and delegation resulting from a claim for compensation under Section 2.19 or payments required to be made pursuant to Section 2.20, such
assignment will result in a reduction in such compensation or payments thereafter and (E) in the case of any such assignment and delegation resulting from the failure to provide a consent, the assignee shall have given such consent and, as a
result of such assignment and delegation and any contemporaneous assignments and delegations and consents, the applicable waiver, amendment or other modification, or consent to a departure, can be effected. A Lender shall not be required to make any
such assignment and delegation, or to have its Commitments or Loans so terminated or repaid, if, prior thereto, as a result of a waiver or consent by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and
delegation, or to cause such termination or repayment, have ceased to apply. Each party hereto agrees that an assignment and delegation required pursuant to this Section 2.23 may be effected pursuant to an Assignment Agreement executed by the
Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto. 

  
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 2.24. Incremental Term Facilities. (a) The Borrower may on one or more occasions, by
written notice to the Administrative Agent, request the establishment of Incremental Term Loan Commitments, provided that the aggregate amount of all the Incremental Term Loan Commitments to be established hereunder on any date shall not
exceed, assuming the full amount of such Incremental Term Loan Commitments shall have been funded as Loans on such date, the Incremental Amount as of such date. Each such notice shall specify (i) the date on which the Borrower proposes that the
Incremental Term Loan Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the
Administrative Agent, (ii) the amount of the Incremental Term Loan Commitments being requested and (iii) the identity of each Person proposed to become an Incremental Lender in connection therewith (it being agreed that (x) any Lender
approached to provide any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment and (y) any Person that the Borrower proposes to become an Incremental Lender, if such
Person is not then a Lender, must be an Eligible Assignee and must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed)). 

(b) The terms and conditions of any Incremental Term Loan Commitments and the Incremental Term Loans to be made thereunder shall be as set
forth in the applicable Incremental Facility Agreement; provided that (i) no Incremental Term Loan Maturity Date shall be earlier than the latest Maturity Date in effect on the date of incurrence of such Incremental Term Loans,
(ii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the longest remaining weighted average life to maturity of any other Class of Loans outstanding on the date of incurrence of such Incremental Term
Loans (and, for purposes of determining the weighted average life to maturity of any such outstanding Loans, the effects of any prepayments made prior to the date of the determination shall be disregarded), it being understood that, subject to this
clause (ii), the amortization schedule applicable to (and the effect thereon of any prepayments of) any Incremental Term Loans shall be determined by the Borrower and the applicable Incremental Lenders, (iii) Incremental Term Loans may
participate in any mandatory prepayments hereunder (other than the mandatory prepayment under Section 2.14(e)) on a pro rata basis (or on a basis that is less than pro rata) with the other Loans, but may not provide for mandatory prepayment
requirements that are more favorable than those applicable to the other Loans, (iv) any Incremental Term Loan Commitments and Incremental Term Loans thereunder shall rank pari passu in right of payment, and shall be secured by the Collateral on
an equal and ratable basis, with the other Loans, and shall be extensions of credit to the Borrower that are Guaranteed only by the Credit Parties, (v) the effective yield with respect to such Incremental Term Loans, determined as of the date
of incurrence of such Incremental Term Loans (but giving effect to any scheduled increases), shall not be greater than the effective yield with respect to the Tranche B Term Loans, determined as of such date (giving effect to any amendments to the
effective yield on the Term B Term Loans that became effective subsequent to the Closing Date but prior to such date, but excluding the effect to any increase in interest margins with respect thereto pursuant to this clause (v)), plus 50 basis
points per annum unless the Applicable Rate (together with, as provided in the proviso below, the Adjusted Eurodollar Rate and Base Rate floors) with respect to the Tranche B Term Loans is increased so as to cause


  
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the effective yield with respect to the Tranche B Term Loans to equal the effective yield with respect to such Incremental Term Loans minus 50 basis points (for purposes of the foregoing,
“effective yield” shall be determined, with respect to any Indebtedness, as the yield thereof, whether in the form of interest rate, interest rate margin, original issue discount, upfront fees, recurring periodic fees in substance
equivalent to interest, an interest rate floor (subject to the proviso set forth below) or otherwise (but excluding arrangement fees, structuring fees, commitment fees, underwriting fees and other similar fees not paid generally to all lenders of
such Indebtedness), with original issue discount and upfront fees being equated to interest rate assuming a four-year life to maturity (or, if less, the stated life to maturity at the time of incurrence of the applicable Indebtedness),
provided that any increase in the effective yield with respect to the Tranche B Term Loans due to the application of an Adjusted Eurodollar Rate or Base Rate floor to any Incremental Term Loans shall be effected solely through an increase in
the Adjusted Eurodollar Rate or Base Rate floor applicable to the Tranche B Term Loans and only to the extent an increase in such floor with respect to the Tranche B Term Loans would cause an increase in the interest rate then in effect with respect
thereto and (vi) except for the terms referred to above and subject to Section 2.24(c), to the extent the terms of any Incremental Term Loans (for the avoidance of doubt, other than interest rates (whether fixed or floating), interest
margins, benchmark rate floors, upfront fees, original issue discounts and prepayment terms (including “no call” terms and other restrictions thereon) and premiums) are not consistent with those of the Tranche B Term Loans as in effect on
the date of incurrence of such Incremental Term Loans, such differences shall be reasonably satisfactory to the Administrative Agent (it being agreed, however, that (x) any Incremental Facility Agreement may include any Previously Absent
Financial Maintenance Covenant if such Previously Absent Financial Maintenance Covenant applies only to periods after the latest Maturity Date in effect as of the date of incurrence of such Incremental Term Loans or this Agreement is amended to
include such Previously Absent Financial Maintenance Covenant for the benefit of all Lenders and (y) any Incremental Facility Agreement may include covenants and other provisions applicable only to periods after the latest Maturity Date in
effect as of the date of incurrence of such Incremental Term Loans). In the event any Incremental Term Loans have the same terms as any existing Class of Loans then outstanding (disregarding any differences in original issue discount or upfront
fees), such Incremental Term Loans may, at the election of the Borrower, be treated as a single Class with such outstanding Loans, and the scheduled Installments set forth in Section 2.12 with respect to any such Class of Loans may be increased
to reflect scheduled amortization of such Incremental Term Loans. 
 (c) The Incremental Term Loan Commitments shall be effected pursuant to
one or more Incremental Facility Agreements executed and delivered by the Borrower, each Incremental Lender providing such Incremental Term Loan Commitments and the Administrative Agent; provided that no Incremental Term Loan Commitments
shall become effective unless (i) on the date of effectiveness thereof, both immediately prior to and immediately after giving effect to such Incremental Term Loan Commitments, the making of Loans thereunder and the use of proceeds thereof, no
Event of Default shall have occurred and be continuing and the representations and warranties of each Credit Party set forth in the Credit Documents shall be true and correct (A) in the case of the representations and warranties qualified as to
materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation
and warranty shall be so true and correct 

  
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on and as of such prior date, provided that, in the case of Incremental Term Loan Commitments established to finance a Limited Condition Acquisition, the condition set forth in this clause
(i) may be waived or modified in a manner determined by the Borrower and the Incremental Lenders providing such Incremental Term Loan Commitments, as set forth in the applicable Incremental Facility Agreement, except that the requirement that
the Specified Representations be true and correct as set forth above may not be waived or modified without the prior written consent of the Requisite Lenders, (ii) the Administrative Agent shall have received a certificate, dated the date of
effectiveness thereof and signed by a Authorized Officer of the Borrower, confirming compliance with the condition set forth in clauses (i) above and, if such Incremental Term Loan Commitments or any portion thereof are being established in
reliance on clause (b) of the definition of the term “Incremental Amount”, setting forth a reasonably detailed calculation of the Incremental Amount under such clause and (iii) the Borrower shall have delivered to the
Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates, reaffirmation agreements and other documents as shall reasonably be requested (consistent in all material respects with the
documents delivered under Section 3 on the Closing Date) by the Administrative Agent in connection with any such transaction. Each Incremental Facility Agreement may, without the consent of any Lender, effect such amendments to this Agreement
and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to give effect to the provisions of this Section 2.24, including any amendments necessary to treat the applicable
Incremental Term Loan Commitments and Incremental Term Loans as a new Class of Commitments and Loans hereunder (including for purposes of prepayments and voting (it being agreed that such new Class of Commitments and Loans may be afforded class
voting rights requiring the consent of Lenders under such Class in addition to any other consent of Lenders that might otherwise be required under Section 10.5) and to enable such new Class of Commitments and Loans to be extended under
Section 2.25 or refinanced under Section 2.26). 
 (d) Upon the effectiveness of an Incremental Term Loan Commitment of any
Incremental Lender, such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Commitments and Loans of the applicable Class) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing
to, Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Commitments and Loans of the applicable
Class) hereunder and under the other Credit Documents. 
 (e) The Administrative Agent shall notify the Lenders promptly upon receipt by the
Administrative Agent of any notice from the Borrower referred to in Section 2.24(a) and of the effectiveness of any Incremental Term Loan Commitments, in each case advising the Lenders of the details thereof. 

2.25. Extension Offers. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or
more offers (each, an “Extension Offer”) to all the Lenders of one or more Classes (each Class subject to such an Extension Offer being referred to as an “Extension Request Class”), on the same terms and conditions,
and on a pro rata basis, to each Lender within any Extension Request Class, to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent 


  
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and acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension
Permitted Amendment is requested to become effective (which shall not be less than five Business Days or more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted
Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of
any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. The Extension Offer shall not be required to be in any minimum amount or any
minimum increment, provided that the Borrower may, at its option and subject to its right to waive any such condition in its sole discretion, specify as a condition to the effectiveness of any Extension Permitted Amendment that a minimum
amount, as specified in the Extension Offer, of Loans and Commitments of the Extension Request Class be extended. The Borrower may amend, revoke or replace any Extension Offer at any time prior to the effectiveness of the applicable Extension
Agreement. In connection with any Extension Offer, the Borrower shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, Administrative Agent to accomplish the purposes of this Section 2.25. 

(b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by the Borrower, each
applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) on the date of effectiveness thereof, no Event of Default shall have occurred and be continuing or
would result therefrom, (ii) the Administrative Agent shall have received a certificate, dated the date of effectiveness thereof and signed by an Authorized Officer of the Borrower, confirming compliance with the condition set forth in clause
(i) above, and (iii) the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates, reaffirmation agreements and other documents as shall
reasonably be requested (consistent in all material respects with the documents delivered under Section 3 on the Closing Date) by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to
the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary
or appropriate, in the opinion of the Administrative Agent and the Borrower, to give effect to the provisions of this Section 2.25, including (A) a reduction to the scheduled Installments set forth in Section 2.12 with respect to
Loans of the Extension Request Class to reflect the treatment of the Extended Loans as a new Class of Loans (it being understood that the amount of any scheduled amortization payable to any non-Extending Lender with respect to its Loans of the
Extension Request Class shall not be reduced as a result thereof) and (B) any amendments necessary to treat the applicable Loans of the Extending Lenders as a new Class of Loans hereunder (including for purposes of prepayments and voting (it
being agreed that such new Class of Loans may be afforded class voting rights requiring the consent of Lenders under such Class in addition to any other consent of Lenders that might otherwise be required under Section 10.5) and to enable such
new Class of Loans to be extended under this Section 2.25 or refinanced under Section 2.26). 

  
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 2.26. Refinancing Term Facilities. (a) The Borrower may, on one or more occasions, by
written notice to the Administrative Agent, request the establishment hereunder of one or more additional Classes of term loan commitments (the “Refinancing Term Loan Commitments”) pursuant to which each Person providing such a
commitment (a “Refinancing Lender”) will make term loans to the Borrower (the “Refinancing Term Loans”). Each such notice shall specify (i) the date on which the Borrower proposes that the Refinancing Term Loan
Commitments shall be effective, (ii) the amount of the Refinancing Term Loan Commitments requested to be established and (iii) the identity of each Person proposed to become a Refinancing Lender in connection therewith (it being agreed
that (x) any Lender approached to provide any Refinancing Term Loan Commitment may elect or decline, in its sole discretion, to provide such Refinancing Term Loan Commitment and (y) any Person that the Borrower proposes to be a Refinancing
Lender must be an Eligible Assignee and must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed)). 

(b) The terms and conditions of any Refinancing Term Loan Commitments and the Refinancing Term Loans to be made thereunder shall be as
determined by the Borrower and the applicable Refinancing Lenders and set forth in the applicable Refinancing Facility Agreement; provided that (i) no Refinancing Term Loan Maturity Date shall be earlier than the Maturity Date of the
Class of Loans being refinanced, (ii) the weighted average life to maturity of any Refinancing Term Loans shall be no shorter than the remaining weighted average life to maturity of the Class of Loans being refinanced (and, for purposes of
determining the weighted average life to maturity of any such refinanced Loans, the effects of any prepayments made prior to the date of the determination shall be disregarded), it being understood that, subject to this clause (ii), the amortization
schedule applicable to (and the effect thereon of any prepayments of) any Refinancing Term Loans shall be determined by the Borrower and the applicable Refinancing Lenders, (iii) any Refinancing Term Loans may participate in any mandatory
prepayments hereunder (other than, except to the extent Refinancing Term Loans refinance Tranche B Term Loans, the mandatory prepayment under Section 2.14(e)) on a pro rata basis (or on a basis that is less than pro rata) with the other Loans,
but may not provide for mandatory prepayment requirements that are more favorable than those applicable to the other Loans, (iv) any Refinancing Term Loan Commitments and Refinancing Term Loans thereunder shall rank pari passu in right of
payment, and shall be secured by the Collateral on an equal and ratable basis, with the other Loans hereunder, and shall be extensions of credit to the Borrower that are Guaranteed by the other Credit Parties and (vi) except for the terms
referred to above, to the extent the terms of any Refinancing Term Loans (other than interest rates (whether fixed or floating), interest margins, benchmark rate floors, upfront fees, original issue discounts and prepayment terms (including “no
call” terms and other restrictions thereon) and premiums) are not consistent with those of the Class of Loans being refinanced, such differences shall be reasonably satisfactory to the Administrative Agent (it being agreed, however, that
(x) any Refinancing Facility Agreement may include any Previously Absent Financial Maintenance Covenant if such Previously Absent Financial Maintenance Covenant applies only to periods after the latest Maturity Date in effect as of the date of
the incurrence of such Refinancing Term Loans or this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of all Lenders and (y) any Refinancing Facility Agreement may include covenants and
other provisions applicable only to periods after the latest Maturity Date in effect as of the date of the incurrence of such Refinancing Term Loans). In the event any Refinancing Term Loans have the same terms as any existing Class of Loans then
outstanding (disregarding 

  
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any differences in original issue discount or upfront fees), such Refinancing Term Loans may, at the election of the Borrower, be treated as a single Class with such outstanding Loans, and the
scheduled Installments set forth in Section 2.12 with respect to any such Class of Loans may be increased to reflect scheduled amortization of such Refinancing Term Loans. 

(c) The Refinancing Commitments shall be effected pursuant to one or more Refinancing Facility Agreements executed and delivered by the
Borrower, each Refinancing Lender providing such Refinancing Term Loan Commitments and the Administrative Agent; provided that no Refinancing Term Loan Commitments shall become effective unless (i) on the date of effectiveness thereof,
both immediately prior to and immediately after giving effect to such Refinancing Term Loan Commitments, the making of Loans thereunder and the use of proceeds thereof, no Event of Default shall have occurred and be continuing and the
representations and warranties of each Credit Party set forth in the Credit Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all
material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such
prior date, (ii) the Administrative Agent shall have received a certificate, dated the date of effectiveness thereof and signed by an Authorized Officer of the Borrower, confirming compliance with the condition set forth in clause
(i) above, (iii) the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates, reaffirmation agreements and other documents as shall
reasonably be requested (consistent in all material respects with the documents delivered under Section 3 on the Closing Date) by the Administrative Agent in connection therewith and (iv) (A) substantially concurrently with the
effectiveness thereof, the Borrower shall obtain Refinancing Term Loans thereunder and shall repay or prepay then outstanding Borrowings of any Class in an aggregate principal amount equal to the aggregate amount of such Refinancing Term Loan
Commitments (less the aggregate amount of accrued and unpaid interest with respect to such outstanding Borrowings, any original issue discount applicable to such Refinancing Term Loans and any reasonable fees, premium and expenses relating to such
refinancing) and (B) any such prepayment of Borrowings of any Class shall be applied to reduce the subsequent Installments of Borrowings of such Class to be made pursuant to Section 2.12 on a pro rata basis (in accordance with the
principal amounts of such Installments) and, in the case of a prepayment of Eurocurrency Borrowings, shall be subject to Section 2.18(c). Each Refinancing Facility Agreement may, without the consent of any Lender, effect such amendments to this
Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to give effect to the provisions of this Section 2.26, including any amendments necessary to treat the
applicable Refinancing Term Loan Commitments and Refinancing Term Loans as a new Class of Commitments and Loans hereunder (including for purposes of prepayments and voting (it being agreed that such new Class of Commitments and Loans may be afforded
class voting rights requiring the consent of Lenders under such Class in addition to any other consent of Lenders that might otherwise be required under Section 10.5) and to enable such new Class of Commitments and Loans to be extended under
Section 2.25 or refinanced under this Section 2.26). 
 (d) Upon the effectiveness of a Refinancing Term Loan Commitment of any
Refinancing Lender, such Refinancing Lender shall be deemed to be a “Lender” (and a Lender in 

  
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respect of Commitments and Loans of the applicable Class) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in respect of Commitments
and Loans of the applicable Class) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and under the other Credit
Documents. 
 (e) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the
Borrower referred to in Section 2.26(a) and of the effectiveness of any Refinancing Term Loan Commitments, in each case advising the Lenders of the details thereof. 

SECTION 3. CONDITIONS PRECEDENT 

The obligation of each Lender to make any Credit Extension shall not become effective until the date on which each of the following conditions
shall be satisfied (or waived in accordance with Section 10.5): 
 (a) Credit Agreement. The Administrative Agent shall have
received from the Borrower and each Designated Subsidiary (including the Acquired Company and each of its Subsidiaries that is a Designated Subsidiary) and each other party hereto either (i) a counterpart of this Agreement signed on behalf of
such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic image scan transmission) that such party has signed a counterpart of this Agreement. 

(b) Organizational Documents; Incumbency. The Administrative Agent shall have received, in respect of the Borrower and each Designated
Subsidiary (including the Acquired Company and each of its Subsidiaries that is a Designated Subsidiary), a certificate of such Person executed by the secretary or an assistant secretary of such Person attaching (i) a copy of each
Organizational Document of such Person, which shall, to the extent applicable, be certified as of the Closing Date or a recent date prior thereto by the appropriate Governmental Authority, (ii) signature and incumbency certificates of the
officers of such Person executing each Credit Document, (iii) resolutions of the Board of Directors or similar governing body of such Person approving and authorizing the execution, delivery and performance of this Agreement and the other
Credit Documents to which it is a party, certified as of the Closing Date by such secretary or assistant secretary as being in full force and effect without modification or amendment, and (iv) a good standing certificate from the applicable
Governmental Authority of such Person’s jurisdiction of organization, dated the Closing Date or a recent date prior thereto, all in form and substance reasonably satisfactory to the Administrative Agent. 

(c) Funding Notice. The Administrative Agent shall have received a fully completed and duly executed Funding Notice from the Borrower
with respect to the Tranche B Term Loans. 
 (d) Representations and Warranties. On the Closing Date, (i) the Acquired Business
Representations shall be true and correct to the extent required by the definition thereof and (ii) the Specified Representations shall be true and correct (A) in the case of the 

  
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representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such
representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. 

(e) Consummation of Life Sciences Sale. The Life Sciences Sale shall have been completed pursuant to and on the terms set forth in the
Life Sciences Sale Agreement, without giving effect to amendments, supplements, waivers or other modifications to or consents under the Life Sciences Sale Agreement that are adverse in any material respect to the Lenders and that have not been
approved by the Arranger (such approval not to be unreasonably withheld, delayed or conditioned), and the Arranger shall have received a copy of the definitive Life Sciences Sale Agreement and all material related agreements, certified by an
Authorized Officer of the Borrower as complete and correct. 
 (f) Consummation of the Merger. The Merger shall have been (or
substantially concurrently with the funding of the Tranche B Term Loans on the Closing Date shall be) consummated, in each case pursuant to and on the terms set forth in the Merger Agreement and without giving effect to amendments, supplements,
waivers or other modifications to (including any consents under) the Acquisition Agreement that are adverse in any material respect to the Lenders and that have not been approved by the Arranger (such approval not to be unreasonably withheld,
delayed or conditioned) (it being understood that a reduction of the purchase price in respect of the Merger will be deemed to be adverse in a material respect to the Lenders, unless such reduction, together with all prior reductions, if any, does
not exceed 10% of the aggregate original amount of the purchase price and such reduction is applied dollar-for-dollar to reduce the amount of the Tranche B Term Loan Commitments, the Senior Notes and any cash equity contribution made by the
Borrower on a pro rata basis), and the Arranger shall have received a copy of the definitive Merger Agreement, together with all closing deliverables thereunder, certified by an Authorized Officer of the Borrower as complete and correct. 

(g) Acquired Company Material Adverse Effect. Since December 31, 2012, there has not been, and no effect, change, event,
circumstance or occurrence has occurred that would reasonably be likely to have, an Acquired Company Material Adverse Effect. 
 (h)
Existing Indebtedness. The Administrative Agent shall have received customary evidence that the Borrower and the Subsidiaries have repaid (or substantially concurrently with the effectiveness of this Agreement on the Closing Date shall repay)
all amounts outstanding under, and terminated (or substantially concurrently with the effectiveness of this Agreement on the Closing Date shall terminate) all commitments to make extensions of credit under, the Existing Credit Agreement, and all
Liens granted and Guarantees made in respect of the Existing Credit Agreement shall have been (or substantially concurrently with the effectiveness of this Agreement on the Closing Date shall be) released. Immediately after giving effect to the
Transactions and the other transactions contemplated hereby that are to occur on the Closing Date, none of the Borrower or the Restricted Subsidiaries shall have outstanding any Indebtedness, other than (i) Indebtedness incurred under the
Credit Documents, (ii) Permitted Revolving Indebtedness, (iii) the Senior Notes, (iv) Capital Lease Obligations and (v) Indebtedness set forth on Schedule 6.1, including Indebtedness under existing working capital lines of
credit of Foreign Subsidiaries of the Borrower set forth on Schedule 6.1. 

  
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 (i) Collateral and Guarantee Requirement. Subject to the final paragraph of this
Section 3, the Collateral and Guarantee Requirement shall have been satisfied. The Collateral Agent shall have received a completed Collateral Questionnaire in form and substance reasonably satisfactory to the Collateral Agent, dated the
Closing Date and executed by an Authorized Officer of each of the Borrower and the Acquired Company, together with all attachments contemplated thereby, including the results of a search of the UCC (or equivalent) filings made with respect to the
Credit Parties in the jurisdictions contemplated by the Collateral Questionnaire and copies of the financing statements (or similar documents) disclosed by such search. 

(j) ABL Credit Agreement. The ABL Credit Agreement shall have been executed and delivered by the Borrower and the other parties
thereto, the aggregate amount of revolving commitments thereunder shall be not more than $75,000,000 and such revolving commitments shall have become effective in accordance with its terms. 

(k) Financial Statements. The Arranger shall have received (i) the Historical Borrower Financial Statements (together with the
related audit reports, which shall not be subject to any qualification or “going concern” disclosures), (ii) the Historical Acquired Company Financial Statements (together with the related audit reports, which shall not be subject to
any qualification or “going concern” disclosures), (iii) the Pro Forma Financial Statements and (iv) the Specified Acquired Company Financial Statements (it being understood that filing with the SEC of an annual or quarterly
report on Form 10-K or Form 10-Q by the Borrower or the Acquired Company containing such required financial statements and audit reports referred to in clause (i) or (ii) above shall constitute receipt by the Arranger in satisfaction of
such clause). 
 (l) [Reserved] 

(m) Opinions of Counsel. The Administrative Agent shall have received a customary written opinion (addressed to the Administrative
Agent, the Collateral Agent and the Lenders and dated the Closing Date) of each of (i) Ropes & Gray LLP, counsel for the Credit Parties, and (ii) local counsel for the Credit Parties in each jurisdiction in which any Credit Party
is organized and the laws of which are not covered by the opinion referred to in clause (i) above (and each Credit Party hereby instructs such counsel to deliver such opinion to the Administrative Agent). 

(n) Fees and Expenses. The Borrower shall have paid to the Arranger, the Administrative Agent and the Lenders all fees and expenses
(including legal fees and expenses, title premiums, survey charges and recording taxes and fees) and other amounts due and payable on or prior to the Closing Date pursuant to the Credit Documents, the Commitment Letter and the Fee Letter, in each
case to the extent invoiced at least three days prior to the Closing Date. 
 (o) Solvency Certificate. The Administrative Agent
shall have received the Solvency Certificate, dated the Closing Date and signed by the chief financial officer of the Borrower. 

  
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 (p) Closing Date Certificate. The Administrative Agent shall have received the Closing
Date Certificate, dated the Closing Date and signed by the chief financial officer of the Borrower, together with all attachments thereto. 

(q) Letter of Direction. The Administrative Agent shall have received a duly executed letter of direction from the Borrower addressed
to the Administrative Agent, on behalf of itself and the Lenders, directing the disbursement on the Closing Date of the proceeds of the Tranche B Term Loans to be made on such date. 

(r) PATRIOT Act. At least five days prior to the Closing Date, the Lenders shall have received all documentation and other information
in respect of the Borrower and each Subsidiary (including the Acquired Company and its Subsidiaries) required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including
the PATRIOT Act, that shall have been requested in writing (which may be by email) at least 10 days prior to the Closing Date. 

Notwithstanding the foregoing, to the extent any security interest in any Collateral (other than, to the extent required hereby, any
Collateral in which a security interest may be perfected by the filing of a UCC financing statement or by the delivery of certificates representing Equity Interests in a Designated Subsidiary) is not or cannot be provided or perfected or any item of
Collateral (other than certificates representing Equity Interests in a Designated Subsidiary) is not delivered on the Closing Date, in each case, after the Borrower’s use of commercially reasonable efforts to do so, the provision or perfection
of such security interest or such delivery, as applicable, will not constitute a condition to the obligation to make the Credit Extension on the Closing Date, but instead shall be required to be completed pursuant to the terms of the Post-Closing
Letter Agreement. 
 SECTION 4. REPRESENTATIONS AND WARRANTIES 

In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to make each Credit
Extension to be made by it hereunder, each Credit Party represents and warrants to the Administrative Agent, the Collateral Agent and each Lender on the Closing Date and on each other Credit Date as follows: 

4.1. Organization; Requisite Power and Authority; Qualification. The Borrower and each Restricted Subsidiary (a) is duly
organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b) has all requisite power and authority (i) to own and operate its properties and to carry on its business and operations as now
conducted, (ii) to execute and deliver the Credit Documents to which it is a party and (iii) to perform the other Transactions to be performed by it and (c) is qualified to do business and in good standing under the laws of every
jurisdiction where its assets are located or where such qualification is necessary to carry out its business and operations, except, in each case referred to in clauses (a) (other than with respect to any Credit Party), (b)(i) (other than with
respect to any Credit Party) and (c), where the failure so to be or so to have, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect. 

  
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 4.2. Equity Interests and Ownership. Schedule 4.2 sets forth, as of the Closing
Date, the name and jurisdiction of organization of, and the percentage of each class of Equity Interests owned by the Borrower or any Subsidiary in, (a) each Subsidiary and (b) each joint venture and other Person in which the Borrower or
any Subsidiary owns any Equity Interests, and identifies each Designated Subsidiary and each Material Subsidiary. The Equity Interests in each Restricted Subsidiary have been duly authorized and validly issued and, to the extent such concept is
applicable, are fully paid and non-assessable. Schedule 4.2 sets forth, as of the Closing Date, all outstanding preferred Equity Interests, if any, in the Borrower or any Restricted Subsidiary, including the number, date of issuance and the holder
of record of such preferred Equity Interest. 
 4.3. Due Authorization. The Transactions to be entered into by each Credit
Party have been duly authorized by all necessary corporate or other organizational and, if required, stockholder or other equityholder action on the part of such Credit Party. 

4.4. No Conflict. The Transactions do not and will not (a) violate any applicable law, including any order of any
Governmental Authority, (b) violate the Organizational Documents of the Borrower or any Restricted Subsidiary, (c) violate or result (alone or with notice or lapse of time, or both) in a default under any Contractual Obligation of the
Borrower or any Restricted Subsidiary, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by the Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, any termination,
cancelation or acceleration or right of renegotiation of any obligation thereunder, except to the extent any such violation, default, right or result, individually or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect, or (d) except for Liens created under the Credit Documents or pursuant to the ABL Agreement and other Permitted Liens, result in or require the creation or imposition of any Lien on any asset of the Borrower or any Restricted
Subsidiary. 
 4.5. Governmental Approvals. The Transactions do not and will not require any registration with, consent or
approval of, notice to, or other action by any Governmental Authority, except (a) such as have been obtained or made and are in full force and effect and (b) filings and recordings with respect to the Collateral necessary to perfect Liens
created under the Credit Documents or pursuant to the ABL Credit Agreement and (c) those registrations, consents, approvals, notices or other actions the failure of which to obtain or make, individually or in the aggregate, could not reasonably
be expected to have a Material Adverse Effect. 
 4.6. Binding Obligation. Each Credit Document has been duly executed and
delivered by each Credit Party that is a party thereto and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. 

4.7. Historical Financial Statements; Pro Forma Financial Statements. (a) The Historical Borrower Financial Statements were
prepared in conformity with GAAP and present fairly, in all material respects, the consolidated financial position of the Borrower and the Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of
the Borrower and the Subsidiaries for each of the periods then ended, subject, in the case 

  
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of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. The Historical Acquired Company Financial Statements were prepared in conformity with
GAAP and present fairly, in all material respects, the consolidated financial position of the Acquired Company and its Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Acquired Company
and its Subsidiaries for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither the Borrower nor any
Restricted Subsidiary has any contingent liability or liability for Taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Historical Borrower Financial Statements, the Historical Acquired Company Financial
Statements or the notes thereto except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 

(b) The Pro Forma Financial Statements delivered pursuant to paragraph (k) of Section 3 (i) have been prepared by the Borrower
in good faith based on assumptions that were believed by the Borrower to be reasonable at the time made and are believed by the Borrower to be reasonable on the Closing Date, (ii) accurately reflect in all material respects all adjustments
necessary to give effect to the Transactions and (iii) present fairly, in all material respects, the pro forma financial position and results of operations of the Borrower and its consolidated Subsidiaries as of the date and for the period
stated therein as if the Transactions had occurred on such date or at the beginning of such period, as the case may be. 
 4.8. No
Material Adverse Change. Since December 31, 2013, there has been no event or condition that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 

4.9. Adverse Proceedings. There are no Adverse Proceedings that (a) individually or in the aggregate could reasonably be
expected to have a Material Adverse Effect or (b) in any manner question the validity or enforceability of any of the Credit Documents. 

4.10. Payment of Taxes. Except as otherwise permitted under Section 5.3, all Tax returns and reports of the Borrower and
the Restricted Subsidiaries required to be filed by any of them have been timely filed, and all Taxes shown on such Tax returns to be due and payable, and all assessments, fees and other governmental charges upon the Borrower and the Restricted
Subsidiaries and upon their properties, income, businesses and franchises that are due and payable, have been paid when due and payable, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the
Borrower or such Restricted Subsidiary, as applicable, has set aside on its books reserves with respect thereto to the extent required by GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. 
 4.11. Properties. (a) Title. The Borrower and each
Restricted Subsidiary has (i) good, sufficient and marketable title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), (iii) valid
licensed rights in (in the case of licensed interests in Intellectual Property) and (iv) good title to (in the case of all other personal property) all of their assets reflected in the Historical Borrower Financial Statements or the Historical
Acquired Company Financial Statements, as applicable, or, 

  
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after the first delivery thereof, in the consolidated financial statements of the Borrower most recently delivered pursuant to Section 5.1, in each case except for assets disposed of since
the date of such financial statements in the ordinary course of business or as otherwise permitted by this Agreement (including the Life Sciences Sale) and except for Permitted Liens and except where the failure to have such title, leasehold or
other interest, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect. 
 (b)
Real Estate. Set forth on Schedule 4.11(b) is a true and complete list, as of the Closing Date, of all Material Real Estate Assets, identifying the proper jurisdiction for the filing of a Mortgage in respect of each Material Real Estate
Asset. Except as set forth on Schedule 4.11(b), as of the Closing Date, neither the Borrower nor any Restricted Subsidiary (i) has received notice, or has knowledge, of any pending or contemplated condemnation or similar proceeding affecting
any Material Real Estate Asset or any Disposition thereof in lieu of condemnation or (ii) is obligated under any right of first refusal, option or other contractual right under any Contractual Obligation to which the Borrower or any Restricted
Subsidiary is a party to sell, transfer or otherwise dispose of any Material Real Estate Asset or any interest therein. 
 (c)
Intellectual Property. The Borrower and each Restricted Subsidiary owns, or is licensed to use, all Intellectual Property that is necessary for the conduct of its business as currently conducted, and without conflict with the rights of any
other Person, except to the extent any such conflict, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No Intellectual Property used by the Borrower or any Restricted Subsidiary in the operation
of its business infringes upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any
Intellectual Property owned or used by the Borrower or any Restricted Subsidiary is pending or, to the knowledge of the Borrower or any Restricted Subsidiary, threatened against the Borrower or any Restricted Subsidiary that, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect. 
 4.12. Environmental Matters. Except as has not
had and could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) each of the Borrower and the Restricted Subsidiaries are, and have been, in compliance with all Environmental Laws, (b) none
of the Borrower, any Restricted Subsidiary or any of their respective Facilities or operations is subject to any outstanding written order, consent decree or settlement agreement with any Person relating to or arising out of any Environmental Law or
any Hazardous Materials Activity and neither the Borrower nor any Restricted Subsidiary has received any written notice, letter or request for information alleging any liability or obligation under Environmental Law, including under
Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 USC. § 9604) or any comparable state law, (c) there has been no Release of any Hazardous Materials on, at, under or from any property
owned, leased or operated (and, to the knowledge of the Borrower and each Restricted Subsidiary, formerly owned, leased or operated) by the Borrower or any Restricted Subsidiary and (d) to the knowledge of the Borrower and each Restricted
Subsidiary there are and have been no conditions, occurrences or Hazardous Materials Activities that could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any Restricted Subsidiary. 

  
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 4.13. No Defaults. Neither the Borrower nor any Restricted Subsidiary is in default
in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its Contractual Obligations, and no event has occurred or condition exists that, alone or with the giving of notice or the lapse of
time or both, could constitute such a default, except where any of the foregoing, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and
is continuing. 
 4.14. Governmental Regulation. Neither the Borrower nor any Restricted Subsidiary is or is required to be
registered as an “investment company” as such term is defined in the Investment Company Act of 1940. 
 4.15. Federal Reserve
Regulations. (a) Neither the Borrower nor any Restricted Subsidiary is engaged principally, or as one of its primary activities, in the business of extending credit for the purpose of buying or carrying Margin Stock. 

(b) No portion of the proceeds of any Credit Extension will be used in any manner, whether directly or indirectly, that causes or could
reasonably be expected to cause such Credit Extension or the application of such proceeds to violate Regulation T, Regulation U or Regulation X or any other regulation of the Board of Governors. 

4.16. Employee Matters. Neither the Borrower nor any Restricted Subsidiary is engaged in any unfair labor practice that,
individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, there is (a) no unfair labor practice complaint pending or, to the
knowledge of the Borrower or any Restricted Subsidiary, threatened against the Borrower or any Restricted Subsidiary before the National Labor Relations Board, (b) no grievance or arbitration proceeding arising out of or under any collective
bargaining agreement that is pending or, to the knowledge of the Borrower or any Restricted Subsidiary, threatened against the Borrower or any Restricted Subsidiary, (c) no strike, lockout or work stoppage in existence or, to the knowledge of
the Borrower or any Restricted Subsidiary, threatened involving the Borrower or any Restricted Subsidiary and (d) to the knowledge of the Borrower or any Restricted Subsidiary, no union organizing activity exists or is taking place with respect
to the employees of the Borrower or any Restricted Subsidiary. 
 4.17. Employee Benefit Plans. The Borrower and each
Restricted Subsidiary is in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations with respect to each Employee Benefit Plan, and has performed all its obligations under each Employee
Benefit Plan, except where such failure to comply or perform, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No liability to the PBGC (other than required premium payments) with respect to any
Pension Plan has been or is expected to be incurred by the Borrower, any Restricted Subsidiary or any of their respective ERISA Affiliates, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. No ERISA Event has occurred or is reasonably expected to occur that, alone or together with any other ERISA Events that have occurred or are reasonably expected to occur, could reasonably be expected to have a Material Adverse Effect. The
present value of the aggregate benefit liabilities under each Pension Plan 

  
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(determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did
not exceed the aggregate current value of the assets of such Pension Plan by an amount that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date for each
Multiemployer Plan for which the actuarial report is available, the potential liability of the Borrower, the Restricted Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of
Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, could not reasonably be expected to have a
Material Adverse Effect. The Borrower, each Restricted Subsidiary and each of their respective ERISA Affiliates has complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and is not in material
“default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan, except where such failure to comply or such default, individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect. 
 4.18. Solvency. On the Closing Date (after giving effect to the borrowing of Tranche B Term
Loans hereunder and the other Transactions to occur on such date), the Borrower and the Restricted Subsidiaries are on a consolidated basis Solvent. 

4.19. Compliance with Laws. The Borrower and each Restricted Subsidiary is in compliance with all applicable laws, including all
orders and other restrictions imposed by any Governmental Authority, in respect of the conduct of its business and the ownership and operation of its properties (including compliance with all applicable Environmental Laws), except where such failure
to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. 
 4.20. Disclosure.
None of the Confidential Information Memorandum, any other documents or certificates or any other written information (other than financial projections (including the Projections), estimates, forecasts and information of a general economic or
industry-specific nature) provided by or on behalf of the Borrower or the Subsidiaries to the Arranger, any Agent or any Lender in connection with the negotiation of or pursuant to this Agreement or any other Credit Document or otherwise in
connection with the transactions contemplated hereby or thereby, taken as a whole, contains or will contain, when furnished, any untrue statement of a material fact or omits or will omit, when furnished, to state a material fact necessary in order
to make the statements contained therein not materially misleading in light of the circumstances under which such statements were made (after giving effect to all supplements and updates thereto delivered to the Arranger prior to the Closing Date).
The financial projections (including the Projections), forecasts, budgets and other forward-looking information provided by or on behalf of the Borrower or the Subsidiaries to the Arranger, any Agent or any Lender in connection with the negotiation
of or pursuant to this Agreement or any other Credit Document or otherwise in connection with the transactions contemplated hereby or thereby was prepared in good faith based upon estimates and assumptions believed by the Borrower to be reasonable
at the time such information was furnished to the Arranger, any Agent or any Lender (it being understood and agreed that financial projections, estimates and forecasts are subject to significant uncertainties and contingencies, many of which are
beyond the Borrower’s control, are not a guarantee of financial performance, actual results may differ therefrom and such differences may be material). 

  
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 4.21. Collateral Matters. (a) The Pledge and Security Agreement, upon
execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (i) when the
Collateral (as defined therein) constituting certificated securities (as defined in the UCC) is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the security interest created under the Pledge and
Security Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person (subject to the ABL Intercreditor Agreement and
any Pari Passu Intercreditor Agreement), and (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Pledge and Security Agreement will constitute a fully perfected
security interest in all right, title and interest of the Credit Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing UCC financing statements, prior and superior in right to any other Person,
but subject to Permitted Liens. 
 (b) Each Mortgage, upon execution and delivery thereof by the parties thereto, will create in favor of
the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Real Estate Asset subject thereto and the proceeds thereof
(except as such enforceability may be limited by Debtor Relief Laws and general principles of equity), and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute fully perfected security interests in
all right, title and interest of the mortgagors in the Real Estate Assets subject thereto and the proceeds thereof, prior and superior in right to any other Person, but subject to the Permitted Liens. 

(c) Upon the recordation of the Intellectual Property Grants of Security Interest with the United States Patent and Trademark Office or the
United States Copyright Office, as applicable, and the filing of the financing statements referred to in Section 4.21(a), the security interest created under the Pledge and Security Agreement will constitute a fully perfected security interest
in all right, title and interest of the Credit Parties in the Intellectual Property in which a security interest may be perfected by filing in the United States Patent and Trademark Office or United States Copyright Office, in each case prior and
superior in right to any other Person, but subject to Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security
interest in such Intellectual Property acquired by the Credit Parties after the Closing Date). 
 (d) Each Collateral Document, other than
any Collateral Document referred to in the preceding paragraphs of this Section 4.21, upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be
effective under applicable law to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral subject thereto (except as such enforceability may be limited by Debtor
Relief Laws and general principles of equity), and will constitute a fully perfected security interest in all right, title and interest of the Credit Parties in the Collateral subject thereto, prior and superior to the rights of any other Person,
but subject to Permitted Liens. 

  
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 (e) Notwithstanding anything in this Agreement (including this Section 4.21) or in any other
Credit Document to the contrary, neither the Borrower nor any Restricted Subsidiary makes, or shall be deemed to have made, any representation or warranty as to (i) the perfection or non-perfection, the priority or the enforceability of any
security interest in any Collateral consisting of Equity Interests in any Foreign Subsidiary (other than, in each case, with respect to security interests created under a Foreign Pledge Agreement, if applicable), or as to the rights and remedies of
the Collateral Agent or any Secured Party with respect thereto under any foreign law (other than, in the case of any security interest created under a Foreign Pledge Agreement, the applicable foreign law, if applicable), (ii) the creation of
any security interest, or the perfection or non-perfection, the priority or the enforceability of any security interest, in each case, to the extent such security interest or perfection is expressly not required pursuant to the Collateral and
Guarantee Requirement or (iii) on the Closing Date and until required pursuant to the final paragraph of Section 3, the creation of any security interest, or the perfection or non-perfection, the priority or enforceability of any
security interest that is expressly not required to be created or in effect on the Closing Date pursuant to such paragraph. 
 4.22.
Insurance. Schedule 4.22 sets forth, as of the Closing Date, a true and complete description of all property damage, machinery breakdown, business interruption and liability insurance maintained by or on behalf of the Borrower and the
Restricted Subsidiaries. 
 4.23. Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. (a) None of the Borrower or any of the
Subsidiaries or, to the knowledge of the Borrower, any of their respective directors, officers, employees, agents, advisors or Affiliates is subject to any sanctions or economic embargoes administered or enforced by the United States Department of
State or the United States Department of Treasury (including the Office of Foreign Assets Control) or any other applicable sanctions authority (collectively, “Sanctions”, and the associated laws, rules, regulations and orders,
collectively, “Sanctions Laws”). Each of the Borrower and the Subsidiaries and, to the knowledge of the Borrower, their respective directors, officers, employees, agents, advisors and Affiliates is in compliance, in all material
respects, with (i) all Sanctions Laws and (ii) the PATRIOT Act and any other applicable anti-terrorism and money laundering laws, rules, regulations and orders. 

(b) Each of the Borrower and the Subsidiaries and, to the knowledge of the Borrower, their respective directors, officers, employees, agents,
advisors and Affiliates is in compliance, in all material respects, with the United States Foreign Corrupt Practices Act of 1977, as amended, and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively,
“Anti-Corruption Laws”). 
 (c) No part of the proceeds of the Loans will be used, directly or indirectly, (i) for the
purpose of financing any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions or (ii) for any payments to any governmental official or employee, political party, official
of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of any Anti-Corruption Law. 

  
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 SECTION 5. AFFIRMATIVE COVENANTS 

Until the Commitments shall 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, each Credit Party covenants and agrees with the Administrative Agent, the Collateral Agent and the Lenders that: 

5.1. Financial Statements and Other Reports. The Borrower will deliver to the Administrative Agent and, where applicable, to the
Lenders: 
 (a) Annual Financial Statements. As soon as available, and in any event within 90 days after the end of each Fiscal Year
(or, so long as the Borrower is subject to the periodic reporting obligations under the Exchange Act, by the date that the Annual Report on Form 10-K of the Borrower for such Fiscal Year would be required to be filed under the rules and regulations
of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), the consolidated balance sheet of the Borrower and the Subsidiaries as of the end of such Fiscal Year and the related consolidated statements of
operations, comprehensive income, equity and cash flows of the Borrower and the Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, together with (i) a
Narrative Report with respect thereto (provided that no Narrative Report shall be required so long as the Borrower is subject to the periodic reporting obligations under the Exchange Act) and (ii) a report thereon of KPMG LLP or other
independent registered public accounting firm of recognized national standing (which report shall not contain a “going concern” or like qualification, exception or emphasis (other than a “going concern” or like qualification,
exception or emphasis resulting solely from an upcoming maturity date of any Indebtedness or a prospective or actual non-compliance with the financial covenant set forth in the ABL Credit Agreement or in any other definitive documentation governing
any Permitted Revolving Indebtedness) or any qualification, exception or emphasis as to the scope of audit), and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of
the Borrower and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Borrower and the Subsidiaries for the periods indicated in conformity with GAAP applied on a basis consistent with prior
years (except as otherwise disclosed in such financial statements) and that the examination by such accounting firm in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards);

 (b) Quarterly Financial Statements. As soon as available, and in any event within 45 days after the end of each of the first three
Fiscal Quarters of each Fiscal Year (or, so long as the Borrower is subject to the periodic reporting obligations under the Exchange Act, by the date that the Quarterly Report on Form 10-Q of the Borrower for such Fiscal Quarter would be required to
be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), the consolidated balance sheet of the Borrower and the Subsidiaries as of the end of such Fiscal Quarter
and the related consolidated statements of operations, comprehensive income, equity and cash flows of the Borrower and the Subsidiaries for such Fiscal Quarter (in the case of such statements of operations and comprehensive income) and for the
period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding 

  
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figures for the corresponding periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year, together with a Financial Officer Certification and a Narrative Report
with respect thereto (provided that no Narrative Report shall be required so long as the Borrower is subject to the periodic reporting obligations under the Exchange Act); 

(c) Forecasts. As soon as practicable, and in any event within 30 days after the beginning of each Fiscal Year, the forecasted
consolidated balance sheets of the Borrower and the Subsidiaries and the related consolidated statements of income and cash flows of the Borrower and the Subsidiaries for each Fiscal Quarter of such Fiscal Year, each in reasonable detail (including
an explanation of the assumptions on which such forecasts are based), representing the good faith forecasts of the Borrower for each such Fiscal Quarter, and certified by the chief financial officer of the Borrower as being the most accurate
forecasts available, together with such supporting schedules and information as the Administrative Agent from time to time may reasonably request; 

(d) Compliance Certificate and Unrestricted Subsidiary Reconciliation Statements. Together with each delivery of the consolidated
financial statements of the Borrower and the Subsidiaries pursuant to Section 5.1(a) or 5.1(b), a completed Compliance Certificate executed by the chief financial officer of the Borrower and, if any Subsidiary shall be an Unrestricted
Subsidiary, with respect to each such financial statement an Unrestricted Subsidiary Reconciliation Statement (which may be in a footnote form), which shall be accompanied by a Financial Officer Certification; 

(e) Statements of Reconciliation after Change in Accounting Principles. If, as a result of any change in GAAP or in the application
thereof since the date of the most recent balance sheet included in the Historical Borrower Financial Statements, the consolidated financial statements of the Borrower delivered pursuant to Section 5.1(a) or 5.1(b) will differ in any material
respect from the consolidated financial statements that would have been delivered pursuant to such Section had no such change occurred, then, together with the first delivery of such financial statements after such change, one or more statements of
reconciliation specifying in reasonable detail the effect of such change on such financial statements, including those for the prior period; 

(f) Notice of Default and Material Adverse Effect. Promptly upon any Authorized Officer of the Borrower or any Guarantor Subsidiary
obtaining knowledge of any event or condition set forth below, a certificate of an Authorized Officer of the Borrower setting forth the details of such event or condition and any action the Borrower or any Restricted Subsidiary has taken, is taking
or proposes to take with respect thereto: 
 (i) the occurrence of any Default or Event of Default; or 

(ii) any event or condition that has had, or could reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect; 
 (g) Notice of Adverse Proceedings. Promptly upon any Authorized Officer of the Borrower or any Guarantor
Subsidiary obtaining knowledge of (i) any Adverse Proceeding that, if adversely determined, could reasonably be expected to have a Material Adverse Effect or 

  
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that in any manner questions the validity or enforceability of any of the Credit Documents or (ii) any material and adverse development in any Adverse Proceeding referred to in clause
(i) above, in each case where such development has not previously been disclosed in writing by the Borrower to the Administrative Agent and the Lenders, a certificate of an Authorized Officer of the Borrower setting forth the details of such
Adverse Proceeding or development; 
 (h) ERISA. (i) Promptly upon any officer of the Borrower obtaining knowledge of the
occurrence of or of forthcoming occurrence of any ERISA Event that could reasonably be expected to result in liability of the Borrower in an amount exceeding $10,000,000, a written notice specifying the nature thereof, what action the Borrower, any
Restricted Subsidiary or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect thereto; and
(ii) with reasonable promptness after request by the Administrative Agent or any Lender, copies of all notices received by the Borrower, any Restricted Subsidiary or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor
concerning an ERISA Event; 
 (i) Information Regarding Credit Parties. Prompt written notice of any change in (i) any Credit
Party’s legal name, as set forth in its Organizational Documents, (ii) any Credit Party’s form of organization, (iii) any Credit Party’s jurisdiction of organization, (iv) the location of the chief executive office of
any Credit Party or (v) any Credit Party’s Federal Taxpayer Identification Number or state organizational identification number (each Credit Party hereby agreeing not to effect or permit any such change unless all filings have been made
under the UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral as contemplated in the Collateral Documents);

 (j) Collateral Verification. Together with each delivery of the consolidated financial statements of the Borrower and the
Subsidiaries pursuant to Section 5.1(a), a completed Supplemental Collateral Questionnaire executed by an Authorized Officer of the Borrower, together with all attachments contemplated thereby, and certifying that all UCC financing statements
(including fixtures filings, as applicable) and all Intellectual Property Grants of Security Interest or supplements thereto have been filed of record in each applicable governmental office in order that, to the extent perfection can be obtained by
filing UCC financing statements and recordation of a security agreement with the United States Patent and Trademark Office or the United States Copyright Office, the security interests created under the Collateral Documents shall be perfected for a
period of not less than 18 months after the date of such Supplemental Collateral Questionnaire (except as noted therein with respect to any continuation statements to be filed within such period); 

(k) Asset Sales and Insurance/Condemnation Events. Prompt written notice of the occurrence of any Asset Sale or any
Insurance/Condemnation Event, or any other casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral under the power of eminent
domain or by condemnation or similar proceeding; 

  
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 (l) Filed or Distributed Information. Promptly upon their becoming available, copies of
(i) all financial statements, reports, notices and proxy statements sent or made available generally by the Borrower to its security holders acting in such capacity or by any Restricted Subsidiary to its security holders other than the Borrower
or another Restricted Subsidiary, (ii) all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Borrower or any Restricted Subsidiary with any securities exchange or with the SEC or any
Governmental Authority performing similar functions and (iii) all press releases and other statements made available generally by the Borrower or any Restricted Subsidiary to the public concerning material developments in the business of the
Borrower or any Restricted Subsidiary; 
 (m) Information under Material Indebtedness. Promptly after the furnishing thereof and to
the extent not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 5.1, copies of any material requests or material notices received by any Credit Party or any Restricted Subsidiary (other than in the
ordinary course of business) or material statements or material reports (other than in connection with any board observer rights and, with respect to any Permitted Revolving Indebtedness, other than borrowing base and related certificates) furnished
by the Borrower or any Restricted Subsidiary pursuant to the terms of any Permitted Senior Notes Indebtedness, any Permitted Credit Agreement Refinancing Indebtedness, any Permitted Incremental Equivalent Indebtedness or any Permitted Revolving
Indebtedness; and 
 (n) Other Information. Promptly after any request therefor, such other information regarding the business,
operations, assets, liabilities (including contingent liabilities) and financial condition of the Borrower or any Subsidiary, or compliance with the terms of any Credit Document, as the Administrative Agent, the Collateral Agent or any Lender
(through the Administrative Agent) may reasonably request. 
 The Borrower and each Lender acknowledge that certain of the Lenders may be Public Lenders
and, if documents or notices required to be delivered pursuant to this Section 5.1 or otherwise are being distributed through the Platform, any document or notice that the Borrower has indicated contains Private-Side Information will not be
posted on the portion of the Platform that is designated for Public Lenders, provided that the Borrower shall make any disclosure required so that each Unrestricted Subsidiary Reconciliation Statement shall be suitable for distribution to
Public Lenders. The Borrower agrees to clearly designate all information provided to any Agent by or on behalf of any Credit Party that contains only Public-Side Information, and by doing so shall be deemed to have represented that such information
contains only Public-Side Information. If the Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.1 contains Private-Side Information, the Administrative Agent reserves the right to post such document or
notice solely on the portion of the Platform that is designated for Private Lenders. 
 Information required to be delivered pursuant to
Section 5.1(a), 5.1(b) or 5.1(l) shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on the Platform or shall be
available on the website of the SEC at http://www.sec.gov or on the website of the Borrower (provided, in each case, that the Borrower has notified the Administrative Agent (including by email) that such information is available on such
website and, if requested by the Administrative 

  
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Agent, shall have provided hard copies to the Administrative Agent). Information required to be delivered pursuant to this Section 5.1 may also be delivered by electronic communications
pursuant to procedures approved by the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such documents. 

5.2. Existence. The Borrower and each Restricted Subsidiary will at all times preserve and keep in full force and effect
(a) its existence and (b) all rights, franchises, licenses and permits necessary for the ordinary conduct of the business of the Borrower and the Restricted Subsidiaries; provided that (i) other than in the case of clause
(a) above with respect to any Credit Party, the foregoing shall not apply to the extent the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) the foregoing shall
not prohibit any transaction permitted under Section 6.8. 
 5.3. Payment of Taxes and Claims. The Borrower and each
Restricted Subsidiary will pay all Taxes imposed upon it or any of its properties and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have become or may become a
Lien on any of its properties, in each case prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such Tax or claim need be paid if (a) solely in the case of any such Tax, it is being
contested in good faith by appropriate proceedings promptly instituted and diligently conducted so long as (i) an adequate reserve or other appropriate provision, as shall be required in conformity with GAAP, shall have been made therefor and
(ii) such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such Tax or (b) the failure to make such payment could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. 
 5.4. Maintenance of Properties. (a) The Borrower and each Restricted Subsidiary will maintain
or cause to be maintained in good repair, working order and condition, ordinary wear and tear and fire, casualty or condemnation excepted, all properties used or useful in the business of the Borrower and the Restricted Subsidiaries and from time to
time will make or cause to be made all appropriate repairs, renewals and replacements thereof, in each case except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

(b) The Borrower and each Restricted Subsidiary will take all actions reasonably necessary to protect all Intellectual Property used or useful
in the business of the Borrower and the Restricted Subsidiaries, including (i) protecting the secrecy and confidentiality of the confidential information and trade secrets of the Borrower and each Restricted Subsidiary by having and enforcing a
policy requiring all employees, consultants, licensees, vendors and contractors to execute confidentiality and invention assignment agreements, (ii) taking all actions reasonably necessary to ensure that none of the trade secrets of the
Borrower or any Restricted Subsidiary shall fall or has fallen into the public domain and (iii) protecting the secrecy and confidentiality of the source code of all computer software programs and applications owned or licensed by the Borrower
or any Restricted Subsidiary by having and enforcing a policy requiring any licensees of such source code (including any licensees under any source code escrow agreement) to enter into license agreements with appropriate use and nondisclosure
restrictions, except in each case where the failure to take any such action, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. 

  
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 5.5. Insurance. The Borrower and the Restricted Subsidiaries will maintain or cause
to be maintained, with financially sound and reputable insurance companies, such public liability insurance, third-party property damage insurance, business interruption insurance and casualty insurance with respect to liabilities, losses or damage
in respect of the assets and businesses of the Borrower and the Restricted Subsidiaries as may customarily be carried or maintained under similar circumstances by Persons of established reputation engaged in the same or similar businesses operating
in the same or similar locations, in each case in such amounts (with no greater risk retention), covering such risks and otherwise on such terms and conditions as shall be customary for such Persons (in each case, in the reasonable judgment of the
Borrower). Without limiting the generality of the foregoing, the Borrower and the Restricted Subsidiaries will maintain or cause to be maintained, with financially sound and reputable insurance companies, flood insurance with respect to each Flood
Hazard Property that is located in a community that participates in the Flood Program, in each case in compliance with any applicable regulations of the Board of Governors. Each such policy of insurance maintained by or on behalf of the Credit
Parties shall (beginning on the date which is 90 days after the Closing Date (or on such later date as the Administrative Agent may agree to in writing)) (a) in the case of liability insurance policies (other than workers’
compensation and other policies for which such endorsements are not customary), name the Collateral Agent, for the benefit of the Secured Parties, as an additional insured thereunder and (b) in the case of business interruption and casualty
insurance policies, contain a mortgagee and a lender’s loss payable endorsement, reasonably satisfactory in form and substance to the Collateral Agent, that names the Collateral Agent, for the benefit of the Secured Parties, as a mortgagee and
lender loss payee thereunder, contain “not coinsurer” and “non-vitiation” provisions reasonably satisfactory in form and substance to the Collateral Agent and provide that it shall not be canceled or not renewed (i) by
reason of nonpayment of premium upon not less than 10 days’ prior written notice thereof by the insurer to the Collateral Agent (giving the Collateral Agent the right to cure defaults in the payment of premiums) or (ii) for any other
reason upon not less than 30 days’ (or such shorter number of days as may be agreed to by the Collateral Agent or as may be the maximum number of days permitted by applicable law) prior written notice thereof by the insurer to the Collateral
Agent. 
 5.6. Books and Records; Inspections. The Borrower and each Restricted Subsidiary will keep proper books of record
and accounts in which entries in conformity in all material respects with GAAP and applicable law are made of all dealings and transactions in relation to its business and activities. The Borrower and each Restricted Subsidiary will permit the
Administrative Agent or any Lender (pursuant to a request made through the Administrative Agent) (or their authorized representatives) to visit and inspect any of its properties, to examine, copy and make extracts from its financial and accounting
records and to discuss its business, operations, assets, liabilities (including contingent liabilities) and financial condition with its officers and independent registered public accounting firm, all upon reasonable notice and at such reasonable
times during normal business hours and as often as may reasonably be requested; provided that unless an Event of Default has occurred and is continuing, such visits and inspections shall be limited to not more than one visit and inspection
(coordinated through the Administrative Agent) in any Fiscal Year and such visit and inspection shall be at the expense of the Borrower (it being agreed that during the continuance of an Event of Default, such visits and


  
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inspections are not limited in number or otherwise by this proviso and all such visits and inspections shall be at the expense of the Borrower). The Administrative Agent and the Lenders
conducting any such visit or inspection shall give the Borrower a reasonable opportunity to participate in any discussions with the Borrower’s independent registered public accounting firm. Notwithstanding anything to the contrary in this
Section 5.6, neither the Borrower nor any Restricted Subsidiary will be required to disclose or permit the inspection, examination, copying or discussion of any document, information or other matter in respect of which disclosure to the
Administrative Agent or any Lender (or their respective designees) (i) is prohibited by applicable law or any obligations of confidentiality binding upon the Borrower or any Restricted Subsidiary or (ii) would result in a waiver of any
attorney-client privilege or attorney work product protection inuring to the Borrower or a Restricted Subsidiary, provided that the Borrower shall notify the Administrative Agent promptly upon obtaining knowledge that such information is being
withheld and the Borrower and the Restricted Subsidiaries shall use commercially reasonable efforts to communicate or permit the inspection, examination, copying or discussion, to the extent permitted, the applicable document, information or other
matter in a way that would not violate the applicable law or any such obligation of confidentiality and, in the case of any such obligation of confidentiality, to obtain a waiver with respect thereto. 

5.7. Lenders Meetings. The Borrower will, upon the request of the Administrative Agent or the Requisite Lenders, participate in
a meeting or telephonic conference with the Administrative Agent and Lenders once during each Fiscal Year to be held at the Borrower’s corporate offices (or at such other location as may be agreed to by the Borrower and the Administrative
Agent) at such time as may be agreed to by the Borrower and the Administrative Agent. 
 5.8. Compliance with Laws. The
Borrower and each Restricted Subsidiary will comply with all applicable laws (including all Environmental Laws and all orders of any Governmental Authorities), except (a) in the case of Sanctions Laws, the PATRIOT Act and other applicable
anti-terrorism and money laundering laws and Anti-Corruption Laws, where failure to comply, individually or in the aggregate, is not material and (b) otherwise, where failure to comply, individually or in the aggregate, has not had and could
not reasonably be expected to have a Material Adverse Effect. 
 5.9. Environmental Matters. (a) Environmental
Disclosure. The Borrower will deliver to the Administrative Agent: 
 (i) as soon as practicable following receipt
thereof, copies of all environmental audits, investigations, analyses and reports of any kind or character (whether prepared by personnel of the Borrower or any Restricted Subsidiary or by independent consultants, Governmental Authorities or any
other Persons) with respect to significant environmental, health or safety conditions or compliance matters at any Facility or with respect to any Environmental Claims; 

(ii) promptly upon the Borrower or any Restricted Subsidiary obtaining knowledge thereof, written notice describing in
reasonable detail (A) any Release required to be reported to any Governmental Authority under 

  
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any applicable Environmental Laws, (B) any remedial action taken by the Borrower or any other Person in response to (1) any Hazardous Materials present or Released at any real property
which presence, Release or remedial action has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (2) any Environmental Claims that, individually or
in the aggregate, have a reasonable possibility of resulting in a Material Adverse Effect, and (C) the Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause
such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws; and 

(iii) as soon as practicable following the sending or receipt thereof by the Borrower or any Restricted Subsidiary, a copy of
any and all material written communications with respect to (A) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of resulting in a Material Adverse Effect, (B) any Release required to be
reported to any Governmental Authority, and (C) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether the Borrower or any Restricted Subsidiary may be potentially
responsible for any Hazardous Materials Activity and which has a reasonable possibility of resulting in a Material Adverse Effect. 
 (b)
Hazardous Materials Activities. The Borrower will, and will cause each Restricted Subsidiary to, take promptly any and all actions necessary to (i) cure any violation of applicable Environmental Laws by the Borrower or any Restricted
Subsidiary that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (ii) make an appropriate response to any Environmental Claim against the Borrower or any Restricted Subsidiary and discharge
any obligations it may have to any Person thereunder where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 

5.10. Subsidiaries. If any Person becomes a Restricted Subsidiary of the Borrower (or any Subsidiary of the Borrower not
theretofore a Designated Subsidiary becomes a Designated Subsidiary, including as a result of a designation of any Unrestricted Subsidiary as a Restricted Subsidiary or any Subsidiary becoming a Material Subsidiary), the Borrower will, as promptly
as practicable, and in any event within 60 days (or such longer period as the Administrative Agent may agree to in writing), notify the Administrative Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect
to such Restricted Subsidiary (if such Restricted Subsidiary is a Designated Subsidiary) and with respect to any Equity Interests in or Indebtedness of such Restricted Subsidiary owned by any Credit Party. 

5.11. Additional Collateral. The Borrower will, as promptly as practicable, and in any event within 60 days (or, in the
case of clause (a), 90 days) (or such longer period as the Administrative Agent may agree to in writing) furnish to the Administrative Agent written notice of (a) the acquisition by any Credit Party of, or any real property of any Credit Party
otherwise becoming, a Material Real Estate Asset after the Closing Date and (b) the acquisition by any Credit 

  
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Party of any other material assets (other than any assets constituting Excluded Property) after the Closing Date, other than any such assets constituting Collateral under the Collateral Documents
in which the Collateral Agent shall have a valid, legal and perfected security interest (with the priority contemplated by the applicable Collateral Document) upon the acquisition thereof. 

5.12. Further Assurances. Each Credit Party will execute any and all further documents, financing statements, agreements and
instruments, and take any and all further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), that may be required under any applicable law, or that the Administrative
Agent or the Collateral Agent may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied at all times or otherwise to effectuate the provisions of the Credit Documents, all at the expense of the Credit
Parties. The Borrower will provide to the Administrative Agent and the Collateral Agent, from time to time upon request, evidence reasonably satisfactory to the Administrative Agent or the Collateral Agent, as applicable, as to the perfection and
priority of the Liens created or intended to be created by the Collateral Documents. 
 5.13. Maintenance of Ratings. The
Borrower will use commercially reasonable efforts to maintain continuously a public corporate family rating from Moody’s and a public corporate credit rating from S&P, in each case in respect of the Borrower, and a public credit rating from
each of Moody’s and S&P in respect of the Borrower’s senior secured debt under this Agreement (it being understood, in each case, that no minimum ratings shall be required to be obtained or maintained). 

5.14. Senior Indebtedness. In the event any Credit Party shall at any time issue or have outstanding any Subordinated
Indebtedness, such Credit Party shall take all such actions as shall be necessary to cause the Obligations to constitute “senior indebtedness” and “designated senior indebtedness” (however denominated) in respect of such
Subordinated Indebtedness and to enable the Lenders, or an agent on their behalf, to have and exercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness under the terms of such Subordinated
Indebtedness. Without limiting the foregoing, the Obligations are hereby designated as “senior indebtedness” and as “designated senior indebtedness” (however denominated) under and in respect of any indenture or other agreement
or instrument under which any Subordinated Indebtedness is outstanding or by which it is governed and are further given all such other designations as shall be required under the terms of any such Subordinated Indebtedness in order that the Lenders,
or an agent on their behalf, may have and exercise any payment blockage or other remedies available or potentially available to holders of “senior indebtedness” or “designated senior indebtedness” under the terms of such
Subordinated Indebtedness. 
 5.15. Post-Closing Matters. The Credit Parties shall satisfy each of the requirements set forth
in the Post-Closing Letter Agreement on or before the date specified in the Post-Closing Letter Agreement for each such requirement, or such later date as may be permitted with respect thereto pursuant to the terms of the Post-Closing Letter
Agreement. 

  
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 SECTION 6. NEGATIVE COVENANTS 

Until the Commitments shall 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, each Credit Party covenants and agrees with the Administrative Agent, the Collateral Agent and the Lenders that: 

6.1. Indebtedness. Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, create, incur, assume or
otherwise become or remain liable with respect to any Indebtedness, except: 
 (a) the Indebtedness created under the Credit Documents
(including pursuant to Sections 2.24, 2.25 and 2.26); 
 (b) Indebtedness of the Borrower or any Restricted Subsidiary owing to the Borrower
or any Restricted Subsidiary; provided that (i) such Indebtedness shall not have been transferred to any Person other than the Borrower or any Restricted Subsidiary, (ii) such Indebtedness owing by any Credit Party to a Restricted
Subsidiary that is not a Credit Party shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the Intercompany Indebtedness Subordination Agreement and (iii) such Indebtedness
owing by any Restricted Subsidiary that is not a Credit Party to any Credit Party is permitted as an Investment under Section 6.6 (other than in reliance on Section 6.6(r)); 

(c) Guarantees incurred in compliance with Section 6.6(d); 

(d) Indebtedness existing on the Closing Date and set forth on Schedule 6.1, or incurred pursuant to credit facilities existing on the
Closing Date and set forth on Schedule 6.1 (in an aggregate principal amount not to exceed the amount set forth on Schedule 6.1 in respect of such credit facilities), and Refinancing Indebtedness in respect thereof; 

(e) (i) Indebtedness of the Borrower or any Restricted Subsidiary (A) incurred to finance the acquisition, construction, repair,
replacement or improvement of any fixed or capital assets of the Borrower or any Restricted Subsidiary, including Capital Lease Obligations, provided that such Indebtedness is incurred prior to or within 270 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, or (B) assumed in connection with the acquisition
of any fixed or capital assets of the Borrower or any Restricted Subsidiary, provided, in the case of this clause (i), that at the time of incurrence or assumption of such Indebtedness and after giving Pro Forma Effect thereto and the use of
the proceeds thereof, the aggregate principal amount of Indebtedness then outstanding under this clause (i), together with the aggregate principal amount of Refinancing Indebtedness then outstanding under clause (ii) below, shall not exceed the
greater of (x) $45,000,000 and (y) 2.50% of Consolidated Total Assets as of the last day of the then most recently ended Test Period; and (ii) any Refinancing Indebtedness in respect of any Indebtedness permitted under clause
(i) above or under this clause (ii); 
 (f) (i) Indebtedness of any Person that becomes (other than as a result of a redesignation
of an Unrestricted Subsidiary) a Restricted Subsidiary (or of any Person not 

  
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previously a Subsidiary that is merged or consolidated with or into a Restricted Subsidiary in a transaction permitted hereunder) after the Closing Date, or Indebtedness of any Person that is
assumed after the Closing Date by any Restricted Subsidiary in connection with an acquisition of assets by such Restricted Subsidiary in an Acquisition permitted hereunder, provided that (A) such Indebtedness exists at the time such
Person becomes a Restricted Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary (or such merger or consolidation) or such
assets being acquired and (B) immediately after giving effect to the Borrower or any Restricted Subsidiary becoming liable with respect to such Indebtedness (whether as a result of such Person becoming a Restricted Subsidiary (or such merger or
consolidation) or such assumption), and after giving Pro Forma Effect thereto, either (x) the Total Net Leverage Ratio, determined as of the last day of the then most recently ended Test Period, shall not exceed 3.75:1.00 or (y) the Total
Net Leverage Ratio determined as of the last day of the then most recently ended Test Period shall be no greater than the Total Net Leverage Ratio determined as of such date but without giving Pro Forma Effect thereto, and (ii) any Refinancing
Indebtedness in respect of any Indebtedness permitted under clause (i) above or under this clause (ii); 
 (g) (i) Indebtedness of
the Borrower or any Restricted Subsidiary in the form of deferred purchase price of property, purchase price adjustments, earn-outs or other arrangements representing Acquisition Consideration incurred in connection with a Permitted Acquisition
permitted hereunder; provided that at the time of incurrence of such Indebtedness and after giving Pro Forma effect thereto, the aggregate principal amount of Indebtedness then outstanding under this clause (i), together with the aggregate
principal amount of Refinancing Indebtedness then outstanding under clause (ii) below, shall not exceed the greater of (x) $5,000,000 and (y) 0.25% of Consolidated Total Assets as of the last day of the then most recently ended Test
Period; and (ii) any Refinancing Indebtedness in respect of any Indebtedness permitted under clause (i) above or under this clause (ii); 

(h) (i) Indebtedness of Restricted Subsidiaries that are not Credit Parties, provided that at the time of incurrence of such
Indebtedness and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Indebtedness then outstanding under this clause (i), together with the aggregate principal amount of Refinancing
Indebtedness then outstanding under clause (ii) below, shall not exceed the greater of (x) $50,000,000 and (y) 2.75% of Consolidated Total Assets as of the last day of the then most recently ended Test Period; and (ii) any
Refinancing Indebtedness in respect of any Indebtedness permitted under clause (i) above or under this clause (ii); 
 (i)
(i) Indebtedness of the Borrower and the Restricted Subsidiaries that are not CFCs or CFC Holding Companies, provided that at the time of incurrence of such Indebtedness and after giving Pro Forma Effect thereto and the use of the
proceeds thereof, the aggregate principal amount of Indebtedness then outstanding under this clause (i), together with the aggregate principal amount of Refinancing Indebtedness then outstanding under clause (ii) below, shall not exceed the
greater of (x) $50,000,000 and (y) 2.75% of Consolidated Total Assets as of the last day of the then most recently ended Test Period; and (ii) any Refinancing Indebtedness in respect of any Indebtedness permitted under clause
(i) above or under this clause (ii); 

  
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 (j) (i) Permitted Pari Passu Secured Indebtedness, Permitted Junior Lien Secured
Indebtedness and Permitted Unsecured Indebtedness, provided that (A) the aggregate amount of Indebtedness incurred under this clause (i) on any date shall not exceed the Incremental Amount as of such date, (B) the final
scheduled maturity of any such Indebtedness shall not be earlier than the latest Maturity Date in effect as of the date of the incurrence thereof, (C) the weighted average life to maturity of any such Indebtedness shall be no shorter than the
longest remaining weighted average life to maturity of any Class of Loans outstanding as of the date of the incurrence thereof (and, for purposes of determining the weighted average life to maturity of any such outstanding Loans, the effects of any
prepayments made prior to the date of the determination shall be disregarded), (D) such Indebtedness satisfies the Specified Permitted Indebtedness Documentation Requirements and (E) the Administrative Agent shall have received a
certificate, dated the date such Indebtedness is incurred and signed by an Authorized Officer of the Borrower, confirming compliance with the conditions set forth in clause (A) above and, if such Indebtedness or any portion thereof is being
incurred in reliance on clause (b) of the definition of the term “Incremental Amount”, setting forth a reasonably detailed calculation of the Incremental Amount under such clause; provided further that such Indebtedness
may be incurred in the form of a bridge or other interim credit facility intended to be extended, renewed or refinanced with Long-Term Indebtedness (and such bridge or other interim credit facility shall be deemed to satisfy clauses (B) and
(C) above so long as (x) such credit facility includes customary “rollover” provisions that are subject to no conditions precedent other than (I) the occurrence of the date specified for the “rollover” and (II)
that no payment or bankruptcy event of default shall have occurred and be continuing and (y) assuming such credit facility were to be extended pursuant to such “rollover” provisions, such extended credit facility would comply with
clauses (B) and (C) above); and (ii) any Refinancing Indebtedness in respect of any Indebtedness permitted under clause (i) above or under this clause (ii); 

(k) (i) Permitted Pari Passu Secured Indebtedness, Permitted Junior Lien Secured Indebtedness and Permitted Unsecured Indebtedness that,
in each case, refinances or replaces in whole or in part, any Loans; provided that (A) the original aggregate principal amount of such Indebtedness shall not exceed the aggregate principal amount of such Loans being refinanced (except by
an amount no greater than accrued and unpaid interest on such Loans, any original issue discount applicable to such Indebtedness and any reasonable fees, premiums and expenses relating to such refinancing), (B) on the date of effectiveness
thereof, no Event of Default shall have occurred and be continuing or would result therefrom, (C) the final scheduled maturity of such Indebtedness shall not be earlier than the Maturity Date of the Class of Loans being refinanced, (D) the
weighted average life to maturity of such Indebtedness (if other than in the form of revolving loans) shall be no shorter than the remaining weighted average life to maturity of the Class of Loans being refinanced (and, for purposes of determining
the weighted average life to maturity of any such refinanced or replaced Loans, the effects of any prepayments made prior to the date of the determination shall be disregarded), (E) such Loans being refinanced or replaced shall be repaid or
prepaid substantially concurrently with the date such Indebtedness is incurred and (F) such Indebtedness satisfies the Specified Permitted Indebtedness Documentation Requirements; provided further that such Indebtedness may be
incurred in the form of a bridge or other interim credit facility intended to be extended, renewed or refinanced with Long-Term Indebtedness (and such bridge or other interim credit facility shall be deemed to satisfy clauses (C) and
(D) above so long as (x) such credit facility includes customary “rollover” provisions that are subject to no conditions precedent other than (I) the occurrence of the date 

  
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specified for the “rollover” and (II) that no payment or bankruptcy event of default shall have occurred and be continuing and (y) assuming such credit facility were to be extended
pursuant to such “rollover” provisions, such extended credit facility would comply with clauses (C) and (D) above); and (ii) any Refinancing Indebtedness in respect of any Indebtedness permitted under clause (i) above
or under this clause (ii); 
 (l) (i) revolving credit Indebtedness of the Borrower and/or any Guarantor Subsidiary in an aggregate
principal amount at any time outstanding, together with the aggregate principal amount of Refinancing Indebtedness then outstanding under clause (ii) below, not exceeding the sum of (A) $75,000,000 plus (B) (x) $35,000,000
less (y) the excess, if any, of (1) the sum of the aggregate principal amount of Permitted Incremental Equivalent Indebtedness incurred, plus the aggregate amount of Incremental Term Loan Commitments established and, without
duplication, the aggregate principal amount of Incremental Term Loans incurred, in each case, in reliance on clause (a) of the definition of the term “Incremental Amount” over (2) $200,000,000, (ii) any Refinancing
Indebtedness in respect of any Indebtedness permitted under clause (i) above or this clause (ii) and (iii) the Guarantees of any Indebtedness permitted under clause (i) or (ii) above by any Credit Party; provided that
(I) such Indebtedness is not Guaranteed by any Subsidiaries other than the Guarantor Subsidiaries, (II) such Indebtedness is not secured by any assets of the Borrower or any Restricted Subsidiary other than the Collateral and (III) if such
Indebtedness is secured, the administrative agent, collateral agent and/or any similar representative acting on behalf of the holders of such Indebtedness shall have become party to the ABL Intercreditor Agreement, providing that the Liens on the
Term Priority Collateral securing such Indebtedness shall rank junior in priority to the Liens on the Term Priority Collateral created under the Credit Documents; 

(m) (i) the Senior Notes in an aggregate principal amount at any time outstanding not exceeding $360,000,000 and (ii) any
Refinancing Indebtedness in respect of any Indebtedness permitted under clause (i) above or under this clause (ii); 
 (n) Indebtedness
in respect of netting services, overdraft protections and otherwise arising from treasury, depository, credit card, debit cards and cash management services or in connection with any automated clearing-house transfers of funds, overdraft or any
similar services, in each case in the ordinary course of business; 
 (o) Indebtedness incurred in respect of letters of credit, bank
guarantees, bankers’ acceptances or similar instruments issued or created by the Borrower or any Restricted Subsidiary in the ordinary course of business and not in connection with the borrowing of money or any Hedge Agreements, including in
respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement-type obligations regarding workers’
compensation claims; 
 (p) Indebtedness in respect of, or in respect of letters of credit, bank guarantees or similar instruments relating
to, performance, bid, appeal and surety bonds, performance and completion guarantees and similar obligations of the Borrower or any Restricted Subsidiary incurred in the ordinary course of business and not in connection with the borrowing of money
or any Hedge Agreements; 

  
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 (q) Indebtedness owed to current or former officers, directors or employees of the Borrower or
any Restricted Subsidiary (or their respective estates, heirs, family members, spouses and former spouses, domestic partners and former domestic partners or beneficiaries under their respective estates) to finance the purchase or redemption of
Equity Interests in the Borrower permitted by Section 6.4; 
 (r) Indebtedness consisting of the financing of insurance premiums or
take or pay obligations contained in supply arrangements that do not constitute Guarantees, in each case, incurred in the ordinary course of business; 

(s) Indebtedness in the form of indemnification obligations incurred in connection with any Acquisition or other Investment permitted by
Section 6.6 (other than in reliance on Section 6.6(r)) or any Disposition permitted by Section 6.8; 
 (t) Capital Lease
Obligations arising under any Sale/Leaseback Transaction permitted under Section 6.9 in an aggregate principal amount at any time outstanding not exceeding $10,000,000; 

(u) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar
arrangements incurred by such Person in connection with the Transactions, Permitted Acquisitions or any other Investment expressly permitted hereunder; and 

(v) to the extent constituting Indebtedness, all premiums (if any), interest (including post-petition interest), fees, expenses, charges and
additional or contingent interest on obligations described in this Section 6.1. 
 For purposes of determining compliance with this
Section 6.1, (i) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in this Section 6.1, the Borrower shall, in its sole discretion, classify such item of
Indebtedness (or any portion thereof) and may include the amount and type of such Indebtedness in one or more of the above clauses, and the Borrower may later reclassify such item of Indebtedness (or any portion thereof) and include it in another of
such clauses in which it could have been included at the time it was incurred (but not into any clause under which it could not have been included at the time it was incurred), and (ii) for purposes of assessing whether any Dollar limit set
forth in any clause of this Section 6.1 has been observed in connection with incurrence of any Indebtedness, any other Indebtedness contemporaneously incurred pursuant to and in accordance with other available clauses of this Section 6.1
that do not require such other Indebtedness to observe such Dollar limit shall be disregarded, even if such other Indebtedness is of the same tranche or series as such Indebtedness being incurred under such Dollar limit. 

6.2. Liens. Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, create, incur, assume or permit to exist
any Lien on or with respect to any asset of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired or licensed, or assign or sell any income, profits or revenues (including accounts receivable and royalties) or rights in
respect of any thereof, except: 
 (a) Liens created under the Credit Documents; 

  
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 (b) Permitted Encumbrances; 

(c) any Lien on any asset of the Borrower or any Restricted Subsidiary existing on the Closing Date and set forth on Schedule 6.2, and
any extensions, renewals and replacements thereof; provided that (i) such Lien shall not apply to any other asset of the Borrower or any Restricted Subsidiary, other than to proceeds and products of, and after-acquired property that is
affixed or incorporated into, the assets covered by such Lien, and (ii) such Lien shall secure only those obligations that it secures on the Closing Date and any extensions, renewals and refinancings thereof that do not increase the outstanding
principal amount thereof (except by an amount not greater than accrued and unpaid interest on such obligations, any original issue discount and any reasonable fees, premiums and expenses relating to such extension, renewal or refinancing) and, in
the case of any such obligations constituting Indebtedness, that are permitted under Section 6.1(d) as Refinancing Indebtedness in respect thereof; 

(d) Liens on fixed or capital assets acquired, constructed, repaired, replaced or improved by the Borrower or any Restricted Subsidiary;
provided that (i) such Liens secure only Indebtedness permitted by Section 6.1(e) and obligations relating thereto not constituting Indebtedness and (ii) such Liens shall not apply to any other asset of the Borrower or any
Restricted Subsidiary, other than to proceeds and products of, and after-acquired property that is affixed or incorporated into, the assets covered by such Liens; provided further that individual financings of equipment or other fixed
or capital assets otherwise permitted to be secured hereunder provided by any Person (or its Affiliates) may be cross-collateralized to other such financings provided by such Person (or its Affiliates); 

(e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any asset of any Person
that becomes (other than as a result of a redesignation of an Unrestricted Subsidiary) a Restricted Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Restricted Subsidiary in a transaction
permitted hereunder) after the Closing Date prior to the time such Person becomes a Restricted Subsidiary (or is so merged or consolidated), and any extensions, renewals and replacements thereof; provided that (i) such Lien is not
created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary (or such merger or consolidation), (ii) such Lien shall not apply to any other asset of the Borrower or any Restricted Subsidiary
(other than, in the case of any such merger or consolidation, the assets of any special purpose merger Restricted Subsidiary that is a party thereto), other than to proceeds and products of, and after-acquired property that is affixed or
incorporated into, the assets covered by such Lien or becomes subject to such Lien pursuant to an after-acquired property clause as in effect on the date of such acquisition or the date such Person becomes a Restricted Subsidiary (or is so merged or
consolidated), (iii) immediately after giving Pro Forma Effect to such acquisition or such Person becoming a Restricted Subsidiary (or such merger or consolidation), together with all Indebtedness and Liens incurred or assumed in connection
therewith, the Secured Net Leverage Ratio, determined as of the last day of the then most recently ended Test Period, shall not exceed 2.00:1.00 and (iv) such Lien shall secure only those obligations that it secures on the date of such
acquisition or the date such Person becomes a Restricted Subsidiary (or is so merged or consolidated), and any extensions, renewals and refinancings thereof that do not increase the outstanding principal amount thereof (except by an


  
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amount not greater than accrued and unpaid interest on such obligations, any original issue discount and any reasonable fees, premiums and expenses relating to such extension, renewal or
refinancing); 
 (f) Liens on the Collateral securing Permitted Incremental Equivalent Indebtedness and obligations relating thereto not
constituting Indebtedness; 
 (g) Liens on the Collateral securing Permitted Credit Agreement Refinancing Indebtedness and obligations
relating thereto not constituting Indebtedness; 
 (h) Liens on the Collateral securing Permitted Revolving Indebtedness, Designated Hedge
Obligations (as defined in the ABL Credit Agreement), Designated Cash Management Services Obligations (as defined in the ABL Credit Agreement), and obligations relating to the foregoing not constituting Indebtedness; 

(i) in connection with any Disposition permitted under Section 6.8, customary rights and restrictions contained in agreements relating to
such Disposition pending the completion thereof; 
 (j) in the case of (i) any Restricted Subsidiary that is not a wholly owned
Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), any encumbrance, restriction or other Lien, including any put and call arrangements, related to the Equity
Interests in such Restricted Subsidiary or such other Person set forth in (A) its Organizational Documents or any related joint venture, shareholders’ or similar agreement, in each case so long as such encumbrance or restriction is
applicable to all holders of the same class of Equity Interests or is otherwise of the type that is customary for agreements of such type, or (B) in the case of any Person that is not a Restricted Subsidiary, in any agreement or document
governing Indebtedness of such Person; 
 (k) any Lien on assets of any CFC or CFC Holding Company; provided that (i) such Lien
shall not apply to any Collateral (including any Equity Interests in any Subsidiary that constitute Collateral) or any other assets of the Borrower or any Restricted Subsidiary that is not a CFC or a CFC Holding Company and (ii) such Lien shall
secure only Indebtedness or other obligations of such CFC or CFC Holding Company permitted hereunder; 
 (l) Liens solely on any cash
earnest money deposits, escrow arrangements or similar arrangements made by the Borrower or any Restricted Subsidiary in connection with any letter of intent or purchase agreement for any Acquisition or Investment permitted hereunder; 

(m) nonexclusive outbound licenses of Intellectual Property granted by the Borrower or any Restricted Subsidiary in the ordinary course of
business that do not materially detract from the value of the affected asset or interfere with the ordinary conduct of business of the Borrower or any Restricted Subsidiary; 

(n) any Lien in favor of the Borrower or any Restricted Subsidiary (other than Liens on assets of any Credit Party in favor of a Restricted
Subsidiary that is not a Credit Party); 

  
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 (o) (i) deposits made in the ordinary course of business to secure obligations to insurance
carriers providing casualty, liability or other insurance to the Borrower and the Subsidiaries and (ii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; 

(p) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien; 

(q) Liens on fixed or capital assets subject to any Sale/Leaseback Transaction permitted under Section 6.9; provided that
(i) such Liens secure only Indebtedness permitted by Section 6.1(t) and obligations relating thereto not constituting Indebtedness and (ii) such Liens shall not apply to any other asset of the Borrower or any Restricted Subsidiary,
other than to proceeds and products of, and after-acquired property that is affixed or incorporated into, the assets covered by such Liens; 

(r) Liens on Cash and Cash Equivalents in an aggregate amount not to exceed $20,000,000 at any time securing obligations in respect of any
Hedge Agreements permitted hereunder and entered into in the ordinary course of business; and 
 (s) other Liens securing Indebtedness or
other obligations, provided that at the time of the incurrence of such Liens and the related Indebtedness and other obligations and after giving Pro Forma Effect thereto and the use of proceeds thereof, the aggregate outstanding amount of
Indebtedness and other obligations secured by Liens permitted by this clause does not exceed the greater of (i) $25,000,000 and (ii) 1.50% of Consolidated Total Assets as of the last day of the then most recently ended Test Period. 

Notwithstanding the foregoing, no consensual Liens shall exist on Equity Interests that constitute Collateral other than pursuant to
Section 6.2(e), 6.2(f), 6.2(g), 6.2(h), 6.2(i), 6.2(j), 6.2(n) or 6.2(s). 
 6.3. No Further Negative Pledges. Neither
the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower or any Restricted
Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by
law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result
of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in
the case of (i) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions
imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument
relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any 

  
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Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other Person (including any Unrestricted Subsidiary), as applicable, (d) restrictions and conditions imposed
by any agreement or document governing secured Indebtedness permitted by Section 6.1(e) or 6.1(t) or governing Liens permitted by Section 6.2(l) or 6.2(o) or by clause (c), (d), (j), (q) or (r) of the definition of
“Permitted Encumbrances”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) restrictions and conditions imposed by agreements relating to
Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders
than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) in
connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and
conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (g) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary
that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases,
licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants
imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to
use or exploit, such Intellectual Property, (k) restrictions and conditions contained in any Permitted Senior Notes Indebtedness Document or any Permitted Revolving Indebtedness as in effect on the Closing Date and amendments, modifications,
extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, and (l) restrictions and conditions contained in any agreement or instrument
evidencing or governing any Indebtedness permitted by Sections 6.1(i), 6.1(j), 6.1(k), 6.1(l) or 6.1(m) to the extent, in the good faith judgment of the Borrower, such restrictions and conditions are on customary market terms for Indebtedness
of such type and so long as the Borrower has determined in good faith that such restrictions and conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the
Credit Documents. 
 6.4. Restricted Junior Payments. Neither the Borrower nor any Restricted Subsidiary will declare or pay
or make, directly or indirectly, any Restricted Junior Payment, or incur any obligation (contingent or otherwise) to do so, except that: 

(a) the Borrower and any Restricted Subsidiary may declare and pay dividends or other distributions with respect to its Equity Interests
payable solely in additional Equity Interests in such Person permitted hereunder; 
 (b) any Restricted Subsidiary may declare and pay
dividends or make other distributions with respect to its capital stock, and declare and make other Restricted Junior Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a
basis more favorable to the Borrower and the Restricted Subsidiaries); 

  
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 (c) the Borrower may make payments in respect of, or repurchases of its Equity Interests deemed
to occur upon the “cashless exercise” of, stock options, stock purchase rights, stock exchange rights or other equity-based awards if such payment or Equity Interests represents a portion of the exercise price of such options or rights or
withholding taxes, payroll taxes or other similar taxes due upon such exercise, purchase or exchange; 
 (d) the Borrower may make cash
payments in lieu of the issuance of fractional shares representing Equity Interests in the Borrower in connection with the exercise of warrants, options or other Securities convertible into or exchangeable for common stock in the Borrower; 

(e) the Borrower may make Restricted Junior Payments in respect of its Equity Interests pursuant to and in accordance with stock option plans
or other benefit plans or agreements for directors, officers or employees of the Borrower and the Subsidiaries; provided that the amount of any such Restricted Junior Payments, together with the aggregate amount of all other Restricted Junior
Payments made in reliance on this clause (e) during the same Fiscal Year, shall not exceed the sum of (i) the greater of (x) $10,000,000 and (y) 0.50% of Consolidated Total Assets as of the last day of the then most recently
ended Test Period, plus (ii) any unutilized portion of such amount in any preceding Fiscal Year ended after the Closing Date; 

(f) so long as no Default or Event of Default shall have occurred and be continuing, the Borrower may repurchase common stock in the Borrower,
provided that the aggregate amount of such repurchases shall not exceed the quotient obtained by dividing (i) the aggregate principal amount of all prepayments of the Tranche B Term Loans (other than any prepayments pursuant to
Section 2.14 or in connection with any other refinancing of any Tranche B Term Loans (including on account of incurrence of any Permitted Credit Agreement Refinancing Indebtedness)) by (ii) three (such repurchases,
“Permitted Stock Repurchases”); 
 (g) to the extent constituting Restricted Junior Payments of the type referred to in
clause (a) or (b) of the definition of such term, the Borrower and the Restricted Subsidiaries may consummate the transactions permitted by Section 6.6 (other than in reliance on Section 6.6(r)) and Section 6.8 (other than
in reliance on Section 6.8(b)(i)(D)) (it being understood that this clause (g) may be relied on to consummate any transaction that is technically subject to this Section 6.4 but is intended to be restricted primarily by any such other
Section, but may not be relied on to consummate any transaction that is intended to be restricted primarily by this Section 6.4); 

(h) the Borrower and the Restricted Subsidiaries may make regularly scheduled interest and principal payments as and when due in respect of
any Junior Indebtedness (including any “AHYDO catch-up payment” with respect to, and required by the terms of, any indebtedness of the Borrower or any Restricted Subsidiary), other than payments in respect of Subordinated Indebtedness
prohibited by the subordination provisions thereof; 
 (i) the Borrower and the Restricted Subsidiaries may refinance Junior Indebtedness
with the proceeds of other Indebtedness to the extent permitted under Section 6.1; 

  
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 (j) the Borrower and the Restricted Subsidiaries may make payments of or in respect of Junior
Indebtedness made solely with Equity Interests in the Borrower (other than Disqualified Equity Interests); 
 (k) the Borrower and the
Restricted Subsidiaries may make additional Restricted Junior Payments in respect of working capital adjustments or purchase price adjustments made pursuant to the Life Sciences Sale Agreement (as in effect on the Closing Date); and 

(l) the Borrower and the Restricted Subsidiaries may make additional Restricted Junior Payments, provided that (i) no Default or
Event of Default shall have occurred and be continuing or would result therefrom, (ii) immediately prior to the making thereof, and immediately after giving effect to the making thereof on a Pro Forma Basis (including any related incurrence of
Indebtedness), the Total Net Leverage Ratio, determined as of the last day of the then most recently ended Test Period (or in the case of any Restricted Junior Payment of the type described in clause (a) of the definition thereof, the Test
Period most recently ended prior to the time of the declaration thereof), shall not exceed 3.75:1.00, (iii) the amount of any such Restricted Junior Payment shall not exceed the Available Basket Amount at the time such Restricted Junior Payment
is made and (iv) the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower certifying that all the requirements set forth in this clause (l) have been satisfied with respect to such
Restricted Junior Payment and including reasonably detailed calculations demonstrating satisfaction of the requirements set forth in clauses (ii) and (iii) above. 

Notwithstanding anything to the contrary in this Section 6.4, neither the Borrower nor any Restricted Subsidiary shall make any
Restricted Junior Payment with the Net Proceeds of the Specified Disposition, except any Restricted Junior Payment permitted by Section 6.4(b). 

6.5. Restrictions on Subsidiary Distributions. Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly,
enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Restricted Subsidiary (a) to pay dividends or make other distributions on its Equity Interests
owned by the Borrower or any Restricted Subsidiary, (b) to repay or prepay any Indebtedness owing by such Restricted Subsidiary to the Borrower or any Restricted Subsidiary, (c) to make loans or advances to the Borrower or any Restricted
Subsidiary or to Guarantee the Obligations or (d) to transfer, lease or license any of its assets to the Borrower or any other Restricted Subsidiary; provided that the foregoing shall not apply to (i) restrictions and conditions
imposed by law or by any Credit Document, (ii) restrictions and conditions existing on the Closing Date identified on Schedule 6.5, and amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising
as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof,
(iii) in the case of (A) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (B) in the case of restrictions and conditions referred to in clause (d) above, the Equity Interests in any Person that is not
a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar
agreement or, in the case of clause (B), in any agreement or instrument 

  
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relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted
Subsidiary or to the Equity Interests in such other Person (including any Unrestricted Subsidiary), as applicable, (iv) in the case of restrictions and conditions referred to clause in (d) above, restrictions and conditions imposed by any
agreement relating to secured Indebtedness permitted by Section 6.1(e) or 6.1(t) or governing Liens permitted by Section 6.2(l) or 6.2(o) or by clause (c), (d), (j), (q) or (r) of the definition of “Permitted
Encumbrances”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (v) restrictions and conditions imposed by any agreement or document governing Indebtedness
permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the
restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (vi) in connection with
the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply
only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (vii) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and
is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (vii) in the case of restrictions and conditions referred to in clause (d) above,
restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed
thereunder, (ix) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (x) in the case of restrictions and conditions referred
to in clause (d) above, customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (xi) restrictions contained in any
Permitted Senior Notes Indebtedness Document or any Permitted Revolving Indebtedness as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such
restriction or condition shall not have been expanded as a result thereof, and (xii) restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted pursuant to Section 6.1(i),
6.1(j), 6.1(k), 6.1(l) or 6.1(m) to the extent, in the good faith judgment of the Borrower, such restrictions and conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that
such restrictions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents. 

6.6. Investments. Neither the Borrower nor any Restricted Subsidiary will purchase or acquire (including pursuant to any merger
or consolidation with any Person that was not a wholly owned Restricted Subsidiary prior thereto), hold, make or otherwise permit to exist any Investment in any other Person, or make any Acquisition, except: 

(a) Investments in Cash and Cash Equivalents and in assets that were Cash Equivalents when such Investment was made; 

  
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 (b) (i) Investments existing (or that are made pursuant to legally binding written
commitments existing) on the Closing Date and, in each case, set forth on Schedule 6.6, and any modification, replacement, renewal, reinvestment or extension of any such Investment so long as the amount of any Investment permitted pursuant to
this clause (b) is not increased from the amount of such Investment on the Closing Date except pursuant to the terms of such Investment as of the Closing Date (as set forth on Schedule 6.6) or as otherwise permitted by (and made in reliance on)
another clause this Section 6.6, and (ii) the Merger; 
 (c) Investments (i) by the Borrower or any Restricted Subsidiary in
any Credit Party, (ii) by any Restricted Subsidiary that is not a Credit Party in any other Restricted Subsidiary that is not a Credit Party and (iii) by the Borrower or any other Credit Party in any Restricted Subsidiary that is not a
Credit Party; provided that (A) in the case of any such Investment in a Restricted Subsidiary, such investees are Restricted Subsidiaries prior to such Investments (or such Equity Interests in a Restricted Subsidiary are held as the
result of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary) and (B) the amount of any such Investment in Restricted Subsidiaries that are not Credit Parties made in reliance on clause (iii) shall not cause the
aggregate amount of all Investments outstanding in reliance on clause (iii), together with the aggregate amount of all Guarantees by the Credit Parties of Indebtedness or other monetary obligations of the Restricted Subsidiaries that are not Credit
Parties outstanding in reliance on clause (d) below, in each case measured at the time such Investment is made, to exceed the greater of (x) $25,000,000 and (y) 1.50% of Consolidated Total Assets as of the last day of the then most
recently ended Test Period; 
 (d) Guarantees by the Borrower or any Restricted Subsidiary of Indebtedness or other monetary obligations of
the Borrower or any other Restricted Subsidiary (including any such Guarantees arising as a result of any such Person being a joint and several co-applicant with respect to any letter of credit or letter of guaranty); provided that (i) a
Restricted Subsidiary shall not Guarantee any Permitted Senior Notes Indebtedness, any Permitted Credit Agreement Refinancing Indebtedness, any Permitted Incremental Equivalent Indebtedness, any Permitted Revolving Indebtedness or any Subordinated
Indebtedness unless (A) such Restricted Subsidiary has Guaranteed the Obligations pursuant hereto and (B) in the case of Subordinated Indebtedness, such Guarantee is subordinated to such Guarantee of the Obligations on terms no less
favorable to the Lenders than the subordination provisions of such Subordinated Indebtedness and (ii) any Guarantee by the Borrower or any other Credit Party of Indebtedness or other monetary obligations of any Restricted Subsidiary that is not
a Credit Party made in reliance on this clause (d) shall not cause the aggregate amount of all such Guarantees, together with the aggregate amount of all Investments by the Credit Parties in Restricted Subsidiaries that are not Credit Parties
outstanding in reliance on clause (c)(iii) above, in each case measured at the time such Guarantee is made, to exceed the greater of (x) $25,000,000 and (y) 1.50% of Consolidated Total Assets as of the last day of the then most recently
ended Test Period; 
 (e) (i) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable
arising from the grant of trade credit in the ordinary course of business, Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of account debtors or in settlement of delinquent
obligations of, or other disputes with, customers and suppliers or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment and (ii) deposits, prepayments and other credits to
suppliers or licensors made in the ordinary course of business; 

  
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 (f) Investments made as a result of the receipt of noncash consideration from any Disposition in
compliance with Section 6.8; 
 (g) Investments by the Borrower or any Restricted Subsidiary that result solely from the receipt by the
Borrower or such Restricted Subsidiary from any of its Subsidiaries of a dividend or other Restricted Junior Payment in the form of Equity Interests, evidences of Indebtedness or other Securities (but not any additions thereto made after the date of
the receipt thereof); 
 (h) Investments in the form of Hedge Agreements permitted under Section 6.12; 

(i) payroll, travel and similar advances to directors, officers and employees of the Borrower or any Restricted Subsidiary to cover matters
that are expected at the time of such advances to be treated as expenses of the Borrower or such Restricted Subsidiary for accounting purposes and that are made in the ordinary course of business; 

(j) loans or advances to directors, officers and employees (or their respective estates, heirs, family members, spouses and former spouses,
domestic partners and former domestic partners or beneficiaries under their respective estates) of the Borrower or any Restricted Subsidiary (i) in connection with such Person’s purchase of Equity Interests in the Borrower, provided
that no Cash or Cash Equivalents is actually advanced pursuant to this clause (i) other than to pay Taxes due in connection with such purchase unless such Cash or Cash Equivalents are promptly repaid or contributed to the Borrower in Cash as
common equity, and (ii) for other purposes, provided that, in the case of any such Investment made in reliance on this clause (ii), such Investment shall not cause the aggregate amount of Investments outstanding in reliance on this
clause (ii), measured at the time such Investment is made, to exceed the greater of (x) $5,000,000 and (y) 0.25% of Consolidated Total Assets as of the last day of the then most recently ended Test Period; 

(k) Permitted Acquisitions, provided that (i) after giving Pro Forma Effect to such Acquisition and any related incurrence of
Indebtedness, the Total Net Leverage Ratio, determined as of the last day of the then most recently ended Test Period, shall not exceed 3.75:1.00, (ii) the Acquisition Consideration paid for all the Permitted Acquisitions, to the extent
attributable to the acquisition of (A) assets acquired by any Restricted Subsidiary that is not a Credit Party or (B) the Equity Interests in any Person that does not become a Guarantor Subsidiary, shall not exceed $100,000,000 in the
aggregate since the Closing Date and (iii) the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower, certifying that all the requirements set forth in this clause (k) and in the
definition of the term “Permitted Acquisition” have been satisfied with respect to such Permitted Acquisition, together with reasonably detailed calculations demonstrating satisfaction of the requirements set forth in clauses (i) and
(ii) above; 
 (l) Investments (i) by the Borrower or any other Credit Party in any Restricted Subsidiary that is not a Credit
Party to the extent made with Cash or Cash Equivalents necessary 

  
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to fund a Permitted Acquisition permitted hereunder, (ii) by the Borrower or any other Credit Party in any Restricted Subsidiary that is not a Credit Party so long as such Investment is part
of a series of simultaneous Investments by the Borrower and the Restricted Subsidiaries in other Restricted Subsidiaries that result in the proceeds of the initial Investment being invested in the Borrower or one or more Credit Parties or
(iii) consisting of the transfer or contribution to any CFC or CFC Holding Company of Equity Interests in any other CFC or CFC Holding Company or exchange of Indebtedness owing by any CFC or CFC Holding Company for Indebtedness, in a like
amount, owing by another CFC or CFC Holding Company; 
 (m) Investments in the ordinary course of business consisting of
(i) endorsements for collection or deposit and (ii) customary trade arrangements with customers; 
 (n) Guarantees of obligations
of the Borrower or any Restricted Subsidiary in respect of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; 

(o) Investments held by a Person that becomes (other than as a result of a redesignation of an Unrestricted Subsidiary) a Restricted
Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Restricted Subsidiary in a transaction permitted hereunder) after the Closing Date, provided that such Investments exist at the time such
Person becomes a Restricted Subsidiary (or is so merged or consolidated) and are not made in contemplation of or in connection with such Person becoming a Restricted Subsidiary (or such merger or consolidation); 

(p) Investments held by any Unrestricted Subsidiary at the time such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary
pursuant to the definition of the term “Unrestricted Subsidiary”, provided that such Investments have not been made in contemplation of or in connection with such redesignation; 

(q) any other Acquisition or other Investment to the extent consideration therefor is made solely with Equity Interests (other than
Disqualified Equity Interests) in the Borrower; 
 (r) Investments (i) deemed to exist as a result of Liens permitted by
Section 6.2, (ii) consisting of the incurrence or assumption of Indebtedness in accordance with Section 6.1 (other than in reliance on Section 6.1(b) or 6.1(c) and other than Investments resulting from loans and advances to, or
Guarantees of obligations of, Restricted Subsidiaries that are not Credit Parties) and (iii) consisting of the acquisition of assets resulting from the consummation of a merger, consolidation, dissolution or liquidation in accordance with
Section 6.8(a) (it being understood that this clause (r) may be relied on to consummate any transaction that is technically subject to this Section 6.6 but is intended to be restricted primarily by any such other Section, but may not
be relied on to consummate any transaction that is intended to be restricted primarily by this Section 6.6); 
 (s) any other
Acquisition or other Investments, provided that (i) the Acquisition Consideration with respect to any such Acquisition or the amount of any such other Investment shall not exceed the Available Basket Amount at the time such Acquisition
or other Investment is consummated, (ii) at the time such Acquisition or other Investment is consummated, no 

  
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Default or Event of Default shall have occurred and be continuing or would result therefrom and (iii) the Borrower shall have delivered to the Administrative Agent a certificate of a
Financial Officer of the Borrower certifying that all the requirements set forth in this clause (s) have been satisfied with respect to such Acquisition or other Investment and including reasonably detailed calculations demonstrating
satisfaction of the requirements set forth in clause (i) above; 
 (t) Investments made to effect the Transactions; 

(u) any other Acquisition or other Investment, provided that the Acquisition Consideration with respect to any such Acquisition or the
amount of any such other Investment shall not cause the aggregate amount of all Acquisition Consideration paid in connection with all Acquisitions made, together with the aggregate amount of all Investments outstanding, in each case in reliance on
this clause (u), measured at the time such Acquisition or other Investment is consummated, to exceed the greater of (i) $50,000,000 and (ii) 2.75% of Consolidated Total Assets as of the last day of the then most recently ended Test Period;
and 
 (v) Investments (i) received in respect of, or consisting of, the transfer or contribution of Equity Interests in or
Indebtedness of any CFC or CFC Holding Company to any other CFC or CFC Holding Company, (ii) by the Borrower or any other Credit Party in any Restricted Subsidiary that is not a Credit Party so long as such Investment is part of a series of
substantially concurrent Investments by the Borrower and the Restricted Subsidiaries in Restricted Subsidiaries that result in the proceeds of the initial Investment being invested in the Borrower or one or more other Credit Parties and
(iii) by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary made for tax planning reorganization purposes, so long as the Borrower provides to the Administrative Agent evidence reasonably acceptable to the
Administrative Agent that, after giving effect to such Investments, the value of the assets that constitute Collateral and the value of the assets of the Credit Parties, in each case taken as a whole, is not impaired in any material respect by such
Investment (as determined reasonably and in good faith by the Borrower). 
 Notwithstanding anything to the contrary in this
Section 6.6, neither the Borrower nor any Restricted Subsidiary shall make (i) any Investment with the Net Proceeds of the Specified Disposition other than any Investment in any Credit Party or (ii) any Investment that results in or
facilitates in any manner any Restricted Junior Payment not permitted under Section 6.4. 
 6.7. [Reserved]. 

6.8. Fundamental Changes; Disposition of Assets; Equity Interests of Subsidiaries. (a) Neither the Borrower nor any Restricted
Subsidiary will merge or consolidate with or into any other Person, or liquidate, wind up or dissolve (or suffer any liquidation or dissolution), and neither the Borrower nor any Restricted Subsidiary shall Dispose (whether in one transaction or in
a series of transactions) of assets that represent all or substantially all of the assets of the Borrower and the Restricted Subsidiaries, on a consolidated basis, except that: 

(i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation; 

  
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 (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 a Restricted Subsidiary (and, if any party to such merger or consolidation is a Guarantor Subsidiary, the surviving entity is a Guarantor Subsidiary except to the extent
such transaction constitutes an Investment in a Restricted Subsidiary that is not a Credit Party permitted by Section 6.6 (other than in reliance on Section 6.6(r)); 

(iii) any Restricted Subsidiary may merge or consolidate with or into any Person (other than the Borrower) in a transaction
permitted under Section 6.8(b) in which, after giving effect to such transaction, the surviving entity is not a Subsidiary, provided that such transaction shall not result in the Borrower and the Restricted Subsidiaries Disposing
(whether in one transaction or in a series of transactions) of assets that represent all or substantially all of the assets of the Borrower and the Restricted Subsidiaries, on a consolidated basis; 

(iv) any Restricted Subsidiary may liquidate or dissolve or may (if the validity, perfection and priority of the Liens created
by the Collateral Documents are not adversely affected thereby) change its legal form, in each case if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not disadvantageous to
the Lenders in any material respect (it being understood that in the case of any liquidation or dissolution of a Restricted Subsidiary that is a Guarantor Subsidiary, such Restricted Subsidiary shall at or before the time of such liquidation or
dissolution transfer its assets to the Borrower or another Restricted Subsidiary that is a Guarantor Subsidiary and in the case of any change in legal form, a Restricted Subsidiary that is a Guarantor Subsidiary will remain a Guarantor Subsidiary
unless such Restricted Subsidiary is otherwise permitted to cease being a Guarantor Subsidiary hereunder); and 
 (v) the
Merger may be consummated; 
 provided that, in the case of clauses (i), (ii) and (iii) above, any such merger or
consolidation shall not be permitted unless it, and each Investment resulting therefrom, is also permitted under Section 6.6 (other than in reliance on Section 6.6(r)). 

(b) Neither the Borrower nor any Restricted Subsidiary will Dispose of, or exclusively license, any asset, including any Equity Interest,
owned by it, except: 
 (i) Dispositions of (A) inventory and goods held for sale in the ordinary course of business,
(B) used, obsolete, worn out or surplus equipment in the ordinary course of business, (C) items of property no longer used or useful in the conduct of the business of the Borrower and the Restricted Subsidiaries (including allowing any
registrations or any applications for registration of any Intellectual Property to lapse or be abandoned), (D) leasehold improvements to landlords pursuant to the terms of leases in respect of Leasehold Property and (E) Cash and Cash
Equivalents; 

  
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 (ii) Dispositions and exclusive licenses to the Borrower or any Restricted
Subsidiary, provided that if the transferor or the licensor is the Borrower or any other Credit Party, then (A) the transferee or licensee thereof shall be a Credit Party and, if the property subject thereto constitutes Collateral, it
shall continue to constitute Collateral after giving effect thereto or (B) solely if such transaction constitutes an Investment, such transaction is permitted under Section 6.6 (other than in reliance on Section 6.6(r));
provided further that any Restricted Subsidiary that is a Domestic Subsidiary and is not a CFC Holding Company may issue its Equity Interests to any Restricted Subsidiary that is not a Credit Party as part of a tax planning
reorganization, provided that substantially concurrently therewith such Equity Interests are transferred by such recipient Restricted Subsidiary to the Borrower or another Credit Party (and, in the event such transfer involves any
consideration paid or transferred to such recipient Restricted Subsidiary, such consideration is permitted as (and the full amount thereof, without netting of the transferred Equity Interests, shall be deemed to be) an Investment under
Section 6.6 (other than in reliance on Section 6.6(r)); 
 (iii) Dispositions of accounts receivable in connection
with the compromise or collection thereof in the ordinary course of business and not as part of any accounts receivables financing transaction; 

(iv) Dispositions of assets in any Insurance/Condemnation Event; 

(v) leases, subleases and licenses entered into by the Borrower or any Restricted Subsidiary as a lessor, sublessor or licensor
in the ordinary course of business, provided that such leases, subleases or licenses do not adversely affect in any material respect the value of the properties subject thereto (including the value thereof as Collateral) or interfere in any
material respect with the ordinary conduct of business of the Borrower or any Restricted Subsidiary; 
 (vi) Dispositions of
property to the extent that (A) such property is exchanged for credit against the purchase price of similar replacement property or (B) the proceeds of such Disposition are promptly applied to the purchase price of such replacement
property, provided that, to the extent property disposed under this clause (vi) constitutes Term Priority Collateral, such replacement property shall constitute Term Priority Collateral; 

(vii) Sale/Leaseback Transactions permitted by Section 6.9; 

(viii) the unwinding of Hedge Agreements in accordance with the terms thereof; 

(ix) the Specified Disposition; 

  
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 (x) Dispositions of Investments (including Equity Interests) in, and issuances of
Equity Interests by, any joint venture or non-wholly owned Restricted Subsidiary to the extent required by, or made pursuant to customary buy/sell arrangements between the parties to such joint venture or equityholders of such non-wholly owned
Restricted Subsidiary set forth in, the joint venture agreement, operating agreement, shareholders agreement or similar agreement governing such joint venture or non-wholly-owned Restricted Subsidiary; 

(xi) Dispositions of Equity Interests in, or Indebtedness or other Securities of, any Unrestricted Subsidiary, provided
that all Dispositions made in reliance on this clause (xi) shall be made for fair value (as determined reasonably and in good faith by the Borrower); and 

(xii) Dispositions of assets that are not permitted by any other clause of this Section 6.8(b), provided that
(A) all Dispositions made in reliance on this clause (xii) shall be made for fair value (as determined reasonably and in good faith by the Borrower), (B) in the case of any Disposition (or a series of related Dispositions) for
consideration in excess of $2,000,000 in value, the Borrower or such Restricted Subsidiary shall receive at least 75% of the consideration for such transaction in Cash (provided further that for the purposes of this clause (B), the
following shall be deemed to be Cash: (x) the assumption by the transferee of Indebtedness or other liabilities (contingent or otherwise) of the Borrower or any Restricted Subsidiary (other than any Junior Indebtedness) for which the Borrower
or such Restricted Subsidiary shall have been validly released in writing from all liability on such Indebtedness or other liability in connection with such Disposition, (y) Securities received by the Borrower or any Restricted Subsidiary from
the transferee that are converted into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received in such conversion) within 180 days following the closing of the applicable Disposition and (z) aggregate non-Cash
consideration received by the Borrower and the Restricted Subsidiaries for all Dispositions consummated in reliance on this clause (net of any non-Cash consideration converted into Cash and Cash Equivalents) having an aggregate fair value
(determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not in excess of $10,000,000, (C) the Net Proceeds thereof shall be applied as required by Section 2.14 and (D) before and
after giving effect to any such Disposition, no Event of Default shall have occurred and be continuing (other than with respect to a Disposition made pursuant to a legally binding commitment entered into by the Borrower or any Restricted Subsidiary
at a time when no Event of Default existed or would have resulted from such Disposition). 
 (c) The Borrower will not permit any Person
other than the Borrower, or one or more of its Restricted Subsidiaries that is not a CFC or a CFC Holding Company, to own any Equity Interests in any Restricted Subsidiary that is a Domestic Subsidiary and is not a CFC Holding Company,
provided that (i) any CFC Holding Company may own Equity Interests in 

  
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any other CFC Holding Company, (ii) the foregoing shall not apply with respect to any Domestic Subsidiary the Equity Interests of which are owned by a CFC or a CFC Holding Company as of the
Closing Date and (iii) any Restricted Subsidiary that is a Domestic Subsidiary and is not a CFC Holding Company may issue its Equity Interests to any Restricted Subsidiary that is a CFC or a CFC Holding Company as part of a tax planning
reorganization, provided that substantially concurrently therewith such Equity Interests are transferred by such recipient Restricted Subsidiary to the Borrower or a Restricted Subsidiary that is not a CFC or a CFC Holding Company. 

6.9. Sales and Leasebacks. Neither the Borrower nor any Restricted Subsidiary will enter into any Sale/Leaseback Transaction unless
(a) any Capital Lease Obligations arising in connection therewith are permitted under Section 6.1(t), (b) any Liens arising in connection therewith (including Liens deemed to arise in connection with any such Capital Lease
Obligations) are permitted under Section 6.2(r) and (c) after giving effect to such Sale/Leaseback Transaction, the aggregate fair value (as determined reasonably and in good faith by the Borrower) of all property Disposed of in the
Sale/Leaseback Transactions consummated after the Closing Date shall not be in excess of $10,000,000. 
 6.10. Transactions with
Affiliates. Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any
Affiliate of the Borrower or such Restricted Subsidiary on terms that are less favorable to the Borrower or such Restricted Subsidiary, as the case may be, than those that would prevail in an arm’s-length transaction with unrelated third
parties; provided that the foregoing restriction shall not apply to (a) transactions between or among the Credit Parties or their Restricted Subsidiaries or any other Person that becomes a Restricted Subsidiary as a result of such
transaction, not involving any other Affiliate, including any such transactions permitted under Section 6.6(v), (b) the Transactions and the payment of fees and expenses in connection with the consummation of the Transactions, (c) any
Restricted Junior Payment permitted under Section 6.4, (d) issuances by the Borrower of Equity Interests (other than Disqualified Equity Interests) and receipt by the Borrower of capital contributions, (e) employment, compensation,
bonus, incentive, retention and severance arrangements and health, disability and similar insurance or benefit plans or other benefit arrangements between the Borrower or any of the Restrictive Subsidiaries and their respective future, current or
former officers, directors and employees (including management and employee benefit plans or agreements, subscription agreements or similar agreements pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights
with future, current or former officers, directors and employees and stock option or incentive plans and other compensation arrangements) in the ordinary course of business, (f) payment of customary fees and indemnities to and reimbursement of
out-of-pocket costs and expenses of any future, current or former officers, directors and employees of the Borrower and the Restricted Subsidiaries entered into in the ordinary course of business, (g) loans and advances permitted under
Section 6.6(i) or 6.6(j) and (h) the transactions set forth on Schedule 6.10. 
 6.11. Conduct of Business. Neither the
Borrower nor any Restricted Subsidiary will engage to any material extent in any business substantially different from the types of businesses conducted by the Borrower and the Restricted Subsidiaries on the Closing Date and businesses reasonably
related, complementary, synergistic or ancillary thereto or representing a reasonable extension thereof. 

  
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 6.12. Hedge Agreements. Neither the Borrower nor any Restricted Subsidiary will enter into
any Hedge Agreement, except (a) Hedge Agreements entered into to hedge or mitigate risks to which the Borrower or any Restricted Subsidiary has actual exposure (other than in respect of Equity Interests or Indebtedness of the Borrower or any
Restricted Subsidiary) and (b) Hedge Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any
interest-bearing liability or investment of the Borrower or any Restricted Subsidiary. 
 6.13. Amendments or Waivers of Organizational
Documents and Certain Agreements. Neither the Borrower nor any Restricted Subsidiary will agree to any amendment, restatement, supplement or other modification to, or waiver of any of its rights under, (a) any Junior Indebtedness or
(b) its Organizational Documents, in each case, to the extent such amendment, modification or waiver could reasonably be expected to be adverse in any material respect to the Lenders. 

6.14. Fiscal Year. Neither the Borrower nor any Restricted Subsidiary will change its Fiscal Year to end on a date other than
December 31; provided that the Borrower may, upon written notice to the Administrative Agent, change its Fiscal Year to end on any other date reasonably acceptable to the Administrative Agent, in which case the Borrower and the
Administrative Agent will, and are hereby authorized by the Lenders to, make any amendments or other modifications to this Agreement and the other Credit Documents that are necessary, in the reasonable judgment of the Administrative Agent and the
Borrower, to reflect such change in Fiscal Year. 
 SECTION 7. GUARANTEE 

7.1. Guarantee of the Obligations. The Guarantors jointly and severally hereby irrevocably and unconditionally guarantee the due and
punctual payment in full of all Obligations when and as the same shall become due. In furtherance of the foregoing, the Guarantors hereby jointly and severally agree that upon the failure of the Borrower or any other Person to pay any of the
Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a)
of the Bankruptcy Code or any similar provision of any other Debtor Relief Law), the Guarantors will upon demand pay, or cause to be paid, in Cash, to the Administrative Agent, for the ratable benefit of Secured Parties, an amount equal to the sum
of all Obligations then due as aforesaid. 
 7.2. Indemnity by the Borrower; Contribution by the Guarantors. (a) In addition to
all such rights of indemnity and subrogation as any Guarantor Subsidiary may have under applicable law (but subject to Section 7.5), the Borrower agrees that (i) in the event a payment in shall be made by any Guarantor Subsidiary under its
Obligations Guarantee, the Borrower shall indemnify such Guarantor Subsidiary for the full amount of such payment and such Guarantor Subsidiary shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent
of such payment and (ii) in the event any Collateral provided by any 

  
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Guarantor Subsidiary shall be sold pursuant to any Collateral Document to satisfy in whole or in part any Obligations, the Borrower shall indemnify such Guarantor Subsidiary in an amount equal to
the fair market value of the assets so sold. 
 (b) The Guarantor Subsidiaries desire to allocate among themselves, in a fair and equitable
manner, their obligations arising under this Section 7 and under the Collateral Documents. Accordingly, in the event any payment or distribution is made on any date by a Guarantor Subsidiary under its Obligations Guarantee such that its
Aggregate Payments exceed its Fair Share as of such date (such Guarantor Subsidiary being referred to as a “Claiming Guarantor”) and the Borrower does not indemnify the Claiming Guarantor in accordance with Section 7.2(a), such
Claiming Guarantor shall be entitled to a contribution from each other Guarantor Subsidiary (a “Contributing Guarantor”) in an amount sufficient to cause each Guarantor Subsidiary’s Aggregate Payments to equal its Fair Share as
of such date (and for all purposes of this Section 7.2(b), any sale or other dispositions of Collateral of a Guarantor Subsidiary pursuant to an exercise of remedies under any Collateral Document shall be deemed to be a payment by such
Guarantor Subsidiary under its Obligations Guarantee in an amount equal to the fair market value of such Collateral, less any amount of the proceeds of such sale or other dispositions returned to such Guarantor Subsidiary). “Fair
Share” means, with respect to any Guarantor Subsidiary as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Guarantor Subsidiary to (ii) the
aggregate of the Fair Share Contribution Amounts with respect to all Guarantor Subsidiaries multiplied by (b) the aggregate amount paid or distributed on or before such date by all Claiming Guarantors under their Obligations Guarantees.
“Fair Share Contribution Amount” means, with respect to any Guarantor Subsidiary as of any date of determination, the maximum aggregate amount of the obligations of such Guarantor Subsidiary under its Obligations Guarantee that
would not render its obligations thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any comparable applicable provisions of state law; provided that solely for purposes of
calculating the “Fair Share Contribution Amount” with respect to any Guarantor Subsidiary for purposes of this Section 7.2(b), any assets or liabilities of such Guarantor Subsidiary arising by virtue of any rights to subrogation,
reimbursement or indemnification or any rights to or obligations of contribution under this Section 7 shall not be considered as assets or liabilities of such Guarantor Subsidiary. “Aggregate Payments” means, with respect to
any Guarantor Subsidiary as of any date of determination, an amount equal to (A) the aggregate amount of all payments and distributions made on or before such date by such Guarantor Subsidiary in respect of its Obligations Guarantee (including
any payments and distributions made under this Section 7.2(b)), minus (B) the aggregate amount of all payments received on or before such date by such Guarantor Subsidiary from the Borrower pursuant to Section 7.2(a) or the other
Guarantor Subsidiaries pursuant to this Section 7.2(b). The amounts payable under this Section 7.2(b) shall be determined as of the date on which the related payment or distribution is made by the applicable Claiming Guarantor. The
allocation among Guarantor Subsidiaries of their obligations as set forth in this Section 7.2(b) shall not be construed in any way to limit the liability of any Guarantor Subsidiary hereunder or under any Collateral Document. 

  
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 7.3. Liability of Guarantors Absolute. Each Guarantor agrees that its obligations under
this Section 7 are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance that constitutes a legal or equitable discharge of a guarantor or surety other than payment in full in Cash of the
Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows: 
 (a) its
Obligations Guarantee is a guarantee of payment when due and not of collectability and is a primary obligation of such Guarantor and not merely a contract of surety; 

(b) the Administrative Agent may enforce its Obligations Guarantee upon the occurrence of an Event of Default notwithstanding the existence of
any dispute between the Borrower and any Secured Party with respect to the existence of such Event of Default; 
 (c) the obligations of
each Guarantor hereunder are independent of the obligations of the Borrower or of any other guarantor (including any other Guarantor) of the Obligations, and a separate action or actions may be brought and prosecuted against such Guarantor whether
or not any action is brought against the Borrower, any such other guarantor or any other Person and whether or not the Borrower, any such other guarantor or any other Person is joined in any such action or actions; 

(d) payment by any Guarantor of a portion, but not all, of the Obligations shall in no way limit, affect, modify or abridge any
Guarantor’s liability for any portion of the Obligations that has not been paid (and, without limiting the generality of the foregoing, if the Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor’s
covenant to pay a portion of the Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion of the Obligations that is not the subject of such suit, and such judgment shall not, except to the extent
satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantor’s liability hereunder in respect of the Obligations); 

(e) any Secured Party may, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or
enforceability of the Obligations Guarantees or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability under this Section 7, at any time and from time to time (i) renew, extend,
accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Obligations, (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or
substitutions for, the Obligations or any agreement relating thereto, and/or subordinate the payment of the same to the payment of any other obligations, (iii) request and accept other guarantees of the Obligations and take and hold security
for the payment of the Obligations, (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Obligations, any other
guarantees of the Obligations or any other obligation of any Person (including any other Guarantor) with respect to the Obligations, (v) enforce and apply any security now or hereafter held by or for the benefit of such Secured Party in respect
of the Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Secured Party may have against any such security, in each case as such Secured Party in its discretion may determine consistent
herewith or with the applicable Hedge Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially
reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against any other Credit Party or any security for the Obligations, and (vi) exercise
any other rights available to it under the Credit Documents or any Hedge Agreements; and 

  
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 (f) the Obligations Guarantees and the obligations of the Guarantors thereunder shall be valid
and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason, including the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of
them (in any case other than payment in full in Cash of the Obligations): (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or
otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Credit Documents or any Hedge Agreements, at law, in equity or otherwise) with respect to the Obligations or any agreement
relating thereto, or with respect to any other guarantee of or security for the payment of the Obligations, (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including
provisions relating to events of default) of any Credit Document, any Hedge Agreement or any agreement or instrument executed pursuant thereto, or of any other guarantee or security for the Obligations, in each case whether or not in accordance with
the terms hereof or such Credit Document, such Hedge Agreement or any agreement relating to such other guarantee or security, (iii) the Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or
unenforceable in any respect, (iv) the application of payments received from any source (other than payments received pursuant to the other Credit Documents or any Hedge Agreement under which any Obligations arose or from the proceeds of any
security for the Obligations, except to the extent such security also serves as collateral for indebtedness other than the Obligations) to the payment of obligations other than the Obligations, even though any Secured Party could have elected to
apply such payment to all or any part of the Obligations, (v) any Secured Party’s consent to the change, reorganization or termination of the corporate structure or existence of the Borrower or any Subsidiary and to any corresponding
restructuring of the Obligations, (vi) any failure to perfect or continue perfection of a security interest in any collateral that secures any of the Obligations, (vii) any defenses, set-offs or
counterclaims that the Borrower or any other Person may allege or assert against any Secured Party in respect of the Obligations, including failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and
satisfaction and usury, and (viii) any other act or thing or omission, or delay to do any other act or thing, that may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Obligations. 

7.4. Waivers by the Guarantors. Each Guarantor hereby waives, for the benefit of the Secured Parties: (a) any right to require any
Secured Party, as a condition of payment or performance by such Guarantor in respect of its obligations under this Section 7, (i) to proceed against the Borrower, any other guarantor (including any other Guarantor) of the Obligations or
any other Person, (ii) to proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person, (iii) to proceed against or have resort to any balance of any deposit account or credit on the books of
any Secured Party in favor of any Credit Party or any other Person, or (iv) to pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability
or other defense of the Borrower or any other Guarantor, including any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any agreement or instrument relating


  
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thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor from any cause other than payment in full in Cash of the Obligations; (c) any defense based upon
any law that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the
administration of the Obligations; (e) (1) any principles or provisions of any law that are or might be in conflict with the terms hereof or any legal or equitable discharge of such Guarantor’s obligations hereunder, (2) the
benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any
Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction,
including acceptance hereof, notices of default under the Credit Documents, any Hedge Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto,
notices of any extension of credit to the Borrower or any other Credit Party and notices of any of the matters referred to in Section 7.3 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or
afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof. 
 7.5.
Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Obligations shall have been indefeasibly paid in full in Cash and the Commitments shall have terminated, each Guarantor hereby waives any claim, right or remedy, direct or
indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any of its assets in connection with its Obligations Guarantee or the performance by such Guarantor of its obligations thereunder, in each
case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnity that such Guarantor now has or may hereafter have
against the Borrower with respect to the Obligations, including any such right of indemnity under Section 7.2(a), (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party now has or may hereafter
have against the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by or for the benefit of any Secured Party. In addition, until the Obligations shall have been indefeasibly
paid in full in Cash and the Commitments shall have terminated, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Obligations, including any
such right of contribution under Section 7.2(b). Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnity and contribution as set forth herein is
found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnity such Guarantor may have against the Borrower or against any collateral or security, and any rights of
contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Secured Party may have against the Borrower or any other Credit Party, to all right, title and interest any Secured Party may
have in any such collateral or security, and to any right any Secured Party may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnity or contribution rights at
any time when all Obligations shall not have been indefeasibly paid in full in Cash and all Commitments not having terminated, such amount shall be held in trust for the Administrative Agent, for the benefit of the Secured Parties, and shall


  
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forthwith be paid over to the Administrative Agent, for the benefit of Secured Parties, to be credited and applied against the Obligations, whether matured or unmatured, in accordance with the
terms hereof. 
 7.6. Continuing Guarantee. The Obligations Guarantee is a continuing guarantee and shall remain in effect until all
of the Obligations (excluding contingent obligations as to which no claim has been made) shall have been paid in full in Cash and the Commitments shall have terminated. Each Guarantor hereby irrevocably waives any right to revoke its Obligations
Guarantee as to future transactions giving rise to any Obligations. 
 7.7. Authority of the Guarantors or the Borrower. It is not
necessary for any Secured Party to inquire into the capacity or powers of any Guarantor or the Borrower or any Related Party acting or purporting to act on behalf of any such Person. 

7.8. Financial Condition of the Credit Parties. Any Credit Extension may be made or continued from time to time, and any Obligations
arising under Hedge Agreements may be incurred from time to time, in each case without notice to or authorization from any Guarantor regardless of the financial or other condition of the Borrower or any Subsidiary at the time of any such grant or
continuation or at the time such other Obligations are incurred, as the case may be. No Secured Party shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial condition
of the Borrower or any Subsidiary. Each Guarantor has adequate means to obtain information from the Borrower and the Subsidiaries on a continuing basis concerning the financial condition of the Borrower and the Subsidiaries and their ability to
perform the Obligations, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of the Borrower and the Subsidiaries and of all circumstances bearing upon the risk of nonpayment of the Obligations.
Each Guarantor hereby waives and relinquishes any duty on the part of any Secured Party to disclose any matter, fact or thing relating to the business, results of operations, assets, liabilities, condition (financial or otherwise) or prospects of
the Borrower or any Subsidiary now or hereafter known by any Secured Party. 
 7.9. Bankruptcy, Etc. (a) The obligations of
Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or
arrangement of the Borrower or any other Guarantor or by any defense that the Borrower or any other Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. 

(b) Each Guarantor acknowledges and agrees that any interest on any portion of the Obligations that accrues after the commencement of any case
or proceeding referred to in Section 7.9(a) (or, if interest on any portion of the Obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued on such portion of
the Obligations if such case or proceeding had not been commenced) shall be included in the Obligations because it is the intention of the Guarantors and the Secured Parties that the Obligations that are guaranteed by Guarantors pursuant to this
Section 7 should be determined without regard to any rule of law or order that may relieve the Borrower or any other Subsidiary of any portion of any Obligations. The Guarantors will permit any trustee in


  
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bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar Person to pay to the Administrative Agent, for the benefit of the Secured Parties, or allow the claim
of any Secured Party or of the Administrative Agent, for the benefit of the Secured Parties, in respect of, any such interest accruing after the date on which such case or proceeding is commenced. 

In the event that all or any portion of the Obligations are paid by the Borrower or any other Subsidiary, the obligations of the Guarantors
under this Section 7 shall continue and remain in full force and effect or be reinstated, as the case may be (notwithstanding any prior release of any Obligations Guarantee), in the event that all or any part of such payment(s) are rescinded or
recovered directly or indirectly from any Secured Party as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Obligations for all purposes hereunder. 

SECTION 8. EVENTS OF DEFAULT 

8.1. Events of Default. If any one or more of the following conditions or events shall occur: 

(a) Failure to Make Payments When Due. Failure by the Borrower (i) to pay, when due, any principal of any Loan, whether at stated
maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise, or (ii) to pay, within five Business Days after the date due, any interest on any Loan or any fee or any other amount due hereunder; 

(b) Default in Other Agreements. (i) Failure by the Borrower or any Restricted Subsidiary, after the expiration of any applicable
grace period, to make any payment that shall have become due and payable (whether of principal, interest or otherwise) in respect of any Material Indebtedness, or (ii) any condition or event shall occur that results in any Material
Indebtedness becoming due, or being required to be prepaid, repurchased, redeemed or defeased, prior to its stated maturity or, in the case of any Hedge Agreement, being terminated, or that enables or permits the holder or holders of any Material
Indebtedness or any trustee or agent on its or their behalf, or, in the case of any Hedge Agreement, the applicable counterparty, with or without the giving of notice but only after the expiration of any applicable grace period, to cause such
Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its stated maturity or, in the case of any Hedge Agreement, to cause the termination thereof; provided that
notwithstanding the foregoing, (A) this clause (b) shall not apply to any secured Indebtedness becoming due as a result of the voluntary sale or transfer of the assets securing such Indebtedness or to any Indebtedness becoming due as a
result of a voluntary refinancing thereof permitted under Section 6, (B) any such condition or event referred to in clause (ii) above that arises solely as a result of a breach or default under any financial maintenance covenant
contained in the Permitted Revolving Indebtedness Documents will not constitute an Event of Default under this clause (b) until the earlier to occur of (I) the applicable Permitted Revolving Indebtedness (or any portion thereof) shall have
become due prior to its stated maturity or (II) the holders of the applicable Permitted Revolving Indebtedness, or any agent on their behalf, shall have commenced the Exercise of any Secured Creditor Remedies (as defined in the ABL Intercreditor
Agreement) and (C) any such condition or event 

  
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referred to in clause (ii) above that arises in respect of any Permitted Revolving Indebtedness other than solely as a result of a breach or default under any financial maintenance covenant
contained in the Permitted Revolving Indebtedness Documents will not constitute an Event of Default under this clause (b) until the earliest to occur of (I) 30 days following the date of the occurrence of such condition or event,
(ii) the applicable Permitted Revolving Indebtedness (or any portion thereof) shall have become due prior to its stated maturity or (III) the holders of the applicable Permitted Revolving Indebtedness, or any agent on their behalf, shall have
commenced the Exercise of any Secured Creditor Remedies (as defined in the ABL Intercreditor Agreement); 
 (c) Breach of Certain
Covenants. Failure of any Credit Party to perform or comply with any term or condition contained in Section 2.6, 5.1(f)(i), 5.2 (with respect to the existence of the Borrower only) or 6; 

(d) Breach of Representations, Etc. Any representation, warranty, certification or other statement made or deemed made by or on behalf
of any Credit Party in any Credit Document or in any report, certificate or statement at any time provided in writing by or on behalf of any Credit Party pursuant to or in connection with any Credit Document shall be incorrect in any material
respect as of the date made or deemed made; 
 (e) Other Defaults under Credit Documents. Failure of any Credit Party to perform or
comply with any term or condition contained herein or in any other Credit Document, other than any such term or condition referred to in any other clause of this Section 8.1, and such failure shall not have been remedied within 30 days after
receipt by the Borrower of notice from the Administrative Agent or any Lender of such failure; 
 (f) Involuntary Bankruptcy; Appointment
of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of the Borrower or any Restricted Subsidiary that is a Material Subsidiary in an involuntary case under any Debtor Relief Laws,
which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal or state law; or (ii) an involuntary case shall be commenced against the Borrower or any Restricted Subsidiary that is a Material
Subsidiary under any Debtor Relief Laws; or a decree or order of a court having jurisdiction in the premises for the involuntary appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the
Borrower or any Restricted Subsidiary that is a Material Subsidiary, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, liquidator,
sequestrator, trustee, custodian or other officer having similar powers over the Borrower or any Restricted Subsidiary that is a Material Subsidiary, or over all or a substantial part of its property; or a warrant of attachment, execution or similar
process shall have been issued against all or a substantial part of the property of the Borrower or any Restricted Subsidiary that is a Material Subsidiary, and any such event described in this clause (ii) shall continue for 60 days without
having been dismissed or discharged; 
 (g) Voluntary Bankruptcy; Appointment of Receiver, Etc. The Borrower or any Restricted
Subsidiary that is a Material Subsidiary shall have an order for relief entered with respect to it or shall commence a voluntary case under any Debtor Relief Laws, or shall consent 

  
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to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any Debtor Relief Law, or shall consent to the appointment of or
taking possession by a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Borrower or any Restricted Subsidiary that is a Material Subsidiary, or over all or a substantial part of its property
(other than any liquidation permitted by Section 6.8(a)); or the Borrower or any Restricted Subsidiary that is a Material Subsidiary shall make any assignment for the benefit of creditors; or the Borrower or any Restricted Subsidiary that
is a Material Subsidiary shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of the Borrower or any Restricted Subsidiary
that is a Material Subsidiary (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to in this Section 8.1(g) or in Section 8.1(f); 

(h) Judgments and Attachments. One or more judgments for the payment of money in an aggregate amount of $50,000,000 or more (other than
any such judgment covered by insurance (other than under a self-insurance program) to the extent a claim therefor has been made in writing and liability therefor has not been denied by the insurer), shall be rendered against the Borrower, any
Restricted 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, or any action shall be legally taken by a judgment creditor to attach
or levy upon any assets of the Borrower or any Restricted Subsidiary to enforce any such judgment; 
 (i) Employee Benefit Plans.
There shall occur one or more ERISA Events that individually or in the aggregate have resulted in, or could reasonably be expected to result in, a Material Adverse Effect; 

(j) Change of Control. A Change of Control shall occur; or 

(k) Obligations Guarantees, Collateral Documents and other Credit Documents. Any Obligations Guarantee (other than any Obligations
Guarantees by any Restricted Subsidiary that is not a Material Subsidiary) for any reason shall cease to be, or shall be asserted by any Credit Party not to be, in full force and effect (other than in accordance with its terms), or shall be declared
to be null and void; any Lien purported to be created under any Collateral Document shall cease to be, or shall be asserted by any Credit Party not to be, a valid and (to the extent required by the Credit Documents) perfected Lien on any material
Collateral, with the priority required by the Credit Documents, except as a result of (i) a Disposition of the applicable Collateral in a transaction permitted under the Credit Documents, (ii) the release thereof as provided in
Section 9.8(d) or (iii) the Collateral Agent’s failure to maintain possession of any stock certificate, promissory note or other instrument delivered to it under the Collateral Documents or, in the case of Collateral consisting of
real property, to the extent covered by the title insurance policy applicable to such real property required pursuant to the Collateral and Guarantee Requirement to the extent the insurer has not denied coverage under such title insurance policy; or
this Agreement or any Collateral Document shall cease to be in full force and effect (other than in accordance with its terms), or shall be declared null and void, or any Credit Party shall contest the validity or enforceability of any Credit
Document or deny that it has any further liability, including with respect to future advances by Lenders, under any Credit Document to which it is a party; 

  
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 THEN, (i) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g),
automatically, and (ii) upon (A) the occurrence and during the continuance of any other Event of Default and (B) notice to the Borrower by the Administrative Agent provided at the request of (or with the consent of) the Requisite
Lenders, (1) the Commitments shall immediately terminate, (2) the unpaid principal amount of and accrued interest on the Loans and all other Obligations shall immediately become due and payable, without presentment, demand, protest or
other requirement of any kind, all of which are hereby expressly waived by each Credit Party, and (3) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens created pursuant to the Collateral Documents. 

SECTION 9. AGENTS 

9.1. Appointment of Agents. Goldman Sachs is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other
Credit Documents, and each Lender hereby authorizes Goldman Sachs to act as the Administrative Agent and the Collateral Agent in accordance with the terms hereof and of the other Credit Documents. Each such Agent hereby agrees to act in its capacity
as such upon the express conditions contained herein and in the other Credit Documents, as applicable. The provisions of this Section 9, other than Sections 9.7 and 9.8(d), are solely for the benefit of the Agents and the Lenders, and no
Credit Party shall have any rights as a third party beneficiary of any such provisions. In performing its functions and duties hereunder, no Agent assumes, and shall not be deemed to have assumed, any obligation towards or relationship of agency or
trust with or for the Borrower or any Subsidiary. 
 9.2. Powers and Duties. Each Lender irrevocably authorizes each Agent to take
such actions and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such actions, powers, rights and
remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and in the other Credit Documents. No Agent shall have, by reason hereof or of any of the other Credit
Documents, a fiduciary relationship in respect of any Lender or any other Person (regardless of whether or not a Default or an Event of Default has occurred), it being understood and agreed that the use of the term “agent” (or any other
similar term) herein or in any other Credit Document with reference to any Agent is not intended to connote any fiduciary or other implied obligations arising under any agency doctrine of any applicable law, and that such term is used as a matter of
market custom; and nothing herein or in any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or of any of the other Credit Document except as
expressly set forth herein or therein. Without limiting the generality of the foregoing, no Agent shall, except as expressly set forth herein and in the other Credit Documents, have any duty to disclose, or be liable for the failure to disclose, any
information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as such Agent or any of its Affiliates in any capacity. 

9.3. General Immunity. (a) No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for
(i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Credit Document; (ii) the creation, perfection, maintenance, preservation, continuation or priority of any Lien
or security interest created, purported to be created or required under any Credit Document; (iii) the value or 

  
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the sufficiency of any Collateral; (iv) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be
delivered to such Agent; (v) the failure of any Credit Party, Lender or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) any representations, warranties, recitals or statements made herein or
therein or in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Credit Party to any Agent or
any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required
to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents or as to the use of the proceeds of the Loans or as to the existence or
possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a
“notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Notwithstanding anything herein to the contrary, the Administrative Agent shall not have any liability
arising from, or be responsible for any loss, cost or expense suffered by the Borrower or any Lender as a result of, confirmations of the amount of outstanding Loans, the calculation of the “weighted average yield” or “effective
yield” with respect to any Indebtedness or the terms and conditions of any Permitted Intercreditor Agreement. 
 (b) Exculpatory
Provisions. Neither any Agent nor any of its Related Parties shall be liable to the Lenders for any action taken or omitted by such Agent under or in connection with any of the Credit Documents except to the extent caused by such Agent’s
gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. Each Agent shall be entitled to refrain from the taking of any action (including the failure to take an action) in
connection herewith or with any of the other Credit Documents or from the exercise of any power, discretion or authority (including the making of any requests, determinations, judgments, calculations or the expression of any satisfaction or
approval) vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from the Requisite Lenders (or such other Lenders as may be required, or as such Agent shall believe in good faith to be
required, to give such instructions under Section 10.5) and upon receipt of such instructions from the Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from
acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that such Agent shall not be required to take any action that, in its opinion, could expose such Agent to liability or be contrary to
any Credit Document or applicable law, including any action that may be in violation of the automatic stay under any Debtor Relief Laws or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of
any Debtor Relief Law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any notice, request, certificate, consent, statement, instrument, document or
other writing (including any telephonic notice, electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise provided by the proper Person (whether or not
such Person in fact meets the requirements set forth in the Credit Documents for being the signatory, sender or provider thereof) and on opinions and judgments of 

  
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attorneys (who may be attorneys for the Borrower and the Subsidiaries), accountants, insurance consultants and other experts or professional advisors selected by it, and such Agent shall not be
liable for any action it takes or omits to take in good faith in reliance on any of the foregoing documents; and (ii) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so
instructed) refraining from acting hereunder or any of the other Credit Documents in accordance with the instructions of the Requisite Lenders (or such other Lenders as may be required, or as such Agent shall believe in good faith to be required, to
give such instructions under Section 10.5). In determining compliance with any condition hereunder to the making of any Credit Extension that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume
the satisfaction of such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender reasonably in advance of such Credit Extension. 

(c) Delegation of Duties. Each Agent may perform any and all of its duties and exercise any and all of its powers, rights and remedies
under this Agreement or any other Credit Document by or through any one or more sub-agents appointed by such Agent. Each Agent and any such of its sub-agents may perform any and all of its duties and exercise any and all of its powers, rights and
remedies by or through their respective Affiliates. The exculpatory, indemnification and other provisions set forth in this Section 9.3 and in Sections 9.6 and 10.3 shall apply to any such sub-agent or Affiliate (and to their respective Related
Parties) as if they were named as such Agent. No Agent shall be responsible for the negligence or misconduct of any sub-agent appointed by it except to the extent that a court of competent jurisdiction determines in a final, non-appealable judgment
that such Agent acted with gross negligence or willful misconduct in the selection of such sub-agent. Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by any Agent, (i) such sub-agent shall be a third
party beneficiary under the exculpatory, indemnification and other provisions set forth in this Section 9.3 and Sections 9.6 and 10.3 and shall have all of the rights and benefits of a third party beneficiary, including an independent right of
action to enforce such provisions directly, without the consent or joinder of any other Person, against any or all of the Credit Parties and the Lenders and (ii) such sub-agent shall only have obligations to such Agent and not to any Credit
Party, any Lender or any other Person, and no Credit Party, Lender or any other Person shall have any rights, directly or indirectly, as a third party beneficiary or otherwise, against such sub-agent. 

(d) Concerning Arranger and Certain Other Indemnitees. Notwithstanding anything herein to the contrary, none of the Arranger, the
Syndication Agent or any of the co-agents, bookrunners or managers listed on the cover page hereof shall have any duties or responsibilities under this Agreement or any of the other Credit Documents, except in its capacity, as applicable, as the
Administrative Agent, the Collateral Agent or a Lender hereunder or, in the case of any Auction Manager or any other Person appointed under the Credit Documents to serve as an agent or in a similar capacity, the duties and responsibilities that are
expressly specified in the applicable Credit Documents with respect thereto, but all such Persons shall have the benefit of the exculpatory, indemnification and other provisions set forth in this Section 9 and in Section 10.3 and shall
have all of the rights and benefits of a third party beneficiary with respect thereto, including an independent right of action to enforce such provisions directly, without the consent or joinder of any other Person, against any or all of the Credit
Parties and the Lenders. The exculpatory, indemnification and other provisions set forth 

  
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in this Section 9 and in Section 10.3 shall apply to any Affiliate or other Related Party of the Arranger or any Agent in connection with the arrangement and syndication of the credit
facilities provided for herein (including pursuant to Section 2.24, 2.25 and 2.26) and any amendment, supplement or modification hereof or of any other Credit Document (including in connection with any Extension Offer), as well as activities as
an Agent. 
 9.4. Agents Entitled to Act in Individual Capacity. Nothing herein or in any other Credit Document shall in any way
impair or affect any of the rights and powers of, or impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. With respect to its Loans, each Agent shall have the same rights and powers hereunder as any
other Lender and may exercise the same as if it were not performing the duties and functions delegated to it hereunder. Each Agent and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of banking, trust, financial advisory, commodity, derivative or other business with the Borrower or any of its Affiliates as if it were not performing the duties and functions specified
herein, and may accept fees and other consideration from the Borrower and its Affiliates for services in connection herewith and otherwise, in each case without having to account therefor to the Lenders. Each Agent and its Affiliates, when acting
under any agreement in respect of any such activity or under any related agreements, will be acting for its own account as principal and will be under no obligation or duty as a result of such Agent’s role in connection with the credit facility
provided herein or otherwise to take any action or refrain from taking any action (including refraining from exercising any right or remedy that might be available to it). 

9.5. Lenders’ Representations, Warranties and Acknowledgments. (a) Each Lender represents and warrants that it has made, and
will continue to make, its own independent investigation of the financial condition and affairs of the Borrower and the Subsidiaries in connection with Credit Extensions or taking or not taking action under or based upon any Credit Document, in each
case without reliance on any Agent or any of its Related Parties. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any
Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Credit Extensions or at any time or times thereafter. 

(b) Each Lender, by delivering its signature page to this Agreement, an Assignment Agreement, a Refinancing Facility Agreement, an Incremental
Facility Agreement or an Extension Agreement and funding its Tranche B Term Loans on the Closing Date or by funding any Refinancing Term Loan or any Incremental Term Loan or providing any Extended Term Loan, as the case may be, shall be deemed to
have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, the Requisite Lenders or any other Lenders, as applicable, on the Closing Date or as of the date of
funding of such Refinancing Term Loans or such Incremental Term Loans or the date of the effectiveness of extension of such Extended Term Loans. 

(c) Each Lender acknowledges and agrees that Goldman Sachs or one or more of its Affiliates will be acting as the administrative agent and
collateral agent under the ABL Credit Agreement and may (but is not obligated to) act as administrative agent, collateral agent or a similar representative for the holders of any other Permitted Revolving Indebtedness, any


  
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Permitted Credit Agreement Refinancing Indebtedness and any Permitted Incremental Equivalent Indebtedness and, in its capacity as the administrative agent and collateral agent under the ABL
Credit Agreement is a party to the ABL Intercreditor Agreement and, in such other capacities, may be a party to any other Permitted Intercreditor Agreement. Each Lender and Credit Party waives any conflict of interest, now contemplated or arising
hereafter, in connection therewith and agrees not to assert against Goldman Sachs or any of its Affiliates any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto. 

9.6. Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below), severally
agrees to indemnify each Agent and each Related Party thereof, to the extent that such Agent or such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties,
claims, actions, judgments, suits, costs, expenses (including fees, expenses and other charges of counsel) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against such Agent or any such Related Party
in exercising the powers, rights and remedies, or performing the duties and functions, of such Agent under the Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agent;
provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or
willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent
may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify such Agent against
any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s applicable Pro Rata Share thereof; and provided further that this sentence shall not be
deemed to require any Lender to indemnify such Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes
of this Section 9.6, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid
in full, as of the time most recently prior thereto when any Loans or Commitments remained outstanding). 
 9.7. Successor Administrative
Agent and Collateral Agent. Subject to the terms of this Section 9.7, the Administrative Agent may resign at any time upon 30 days, advance written notice to the Borrower and the Lenders from its capacity as such. Any resignation of
the Administrative Agent shall be deemed to be a resignation of the Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section 9.7 shall, upon its acceptance of such appointment, become the successor Collateral
Agent for all purposes of the Credit Documents. Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by
the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor.
Upon the acceptance of its appointment as Administrative Agent and Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of


  
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the retiring Administrative Agent and Collateral Agent, and the retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder and under the
other Credit Documents. The fees payable by the Borrower to a successor Administrative Agent and Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor. Notwithstanding the
foregoing, in the event no successor shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice
of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent and Collateral Agent shall be discharged from its
duties and obligations hereunder and under the other Credit Documents, provided that, solely for purposes of maintaining any security interest granted to the Collateral Agent under any Collateral Document for the benefit of the Secured
Parties, the retiring Collateral Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Collateral Agent, shall continue to
hold such Collateral, in each case until such time as a successor Collateral Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Collateral Agent shall have no duty or
obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Requisite Lenders shall succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Administrative Agent and Collateral Agent, provided that (i) all payments required to be made hereunder or under any other Credit Document to the Administrative Agent for the account of any
Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent or the Collateral Agent shall also directly
be given or made to each Lender. Following the effectiveness of the Administrative Agent’s and Collateral Agent’s resignation from its capacity as such, the provisions of this Section 9 and of Section 10.3 shall continue in
effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent or Collateral Agent, as applicable,
and in respect of the matters referred to in the proviso under clause (a) above. 
 9.8. Collateral Documents and Obligations
Guarantee. (a) Agents under Collateral Documents and the Obligations Guarantee. Each Secured Party hereby further authorizes the Administrative Agent and the Collateral Agent to be the agent for and representative of the Secured
Parties with respect to the Obligations Guarantee, the Collateral and the Collateral Documents and authorizes the Administrative Agent and the Collateral Agent to execute and deliver, on behalf of such Secured Party, any Collateral Documents that
the Administrative Agent or the Collateral Agent determines in its discretion to execute and deliver in connection with the satisfaction of the Collateral and Guarantee Requirement (and hereby grants to the Administrative Agent and the Collateral
Agent any power of attorney that may be required under any applicable law in connection with such execution and delivery on behalf of such Secured Party). 

(b) Right to Realize on Collateral and Enforce Obligations Guarantee. Notwithstanding anything contained in any of the Credit Documents
to the contrary, the Credit Parties, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) except with respect to the exercise of setoff rights of any Lender or with respect to a Secured


  
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Party’s right to file a proof of claim in any proceeding under the Debtor Relief Laws, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce
any Obligations Guarantee, it being understood and agreed that all powers, rights and remedies under the Credit Documents may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, for the benefit of the Secured
Parties in accordance with the terms thereof and that all powers, rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with the terms thereof and
(ii) in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including pursuant to Section 363(k),
Section 1129(b)(2)(a)(ii) or any other applicable section of the Bankruptcy Code), the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or any other
applicable section of the Bankruptcy Code) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender
or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from the Requisite Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral
sold or licensed at any such sale or other disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale or other disposition. 

(c) [Reserved]. 
 (d) Release
of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary herein or in any other Credit Document: 

(i) When all Obligations (excluding contingent obligations as to which no claim has been made) have been paid in full and all
Commitments have terminated, upon request of the Borrower, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest
in all Collateral, and to release all Obligations Guarantees provided for in any Credit Document. 
 (ii) If (A) any
Guarantor Subsidiary shall have been designated as an Unrestricted Subsidiary in accordance with the terms hereof, (B) all the Equity Interests in any Guarantor Subsidiary held by the Borrower and the Subsidiaries shall be sold or otherwise
disposed of (including by merger or consolidation) in any transaction permitted hereunder or (C) any Guarantor Subsidiary shall cease to be a wholly-owned Subsidiary as a result of the consummation of a joint venture entered into for a valid
business purpose and permitted hereunder, then such Guarantor Subsidiary shall, upon effectiveness of such designation, or the consummation of such transaction, automatically be discharged and released from its Obligations Guarantee and all security
interests created by the Collateral Documents in Collateral owned by such Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person; provided that no such


  
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discharge or release shall occur unless (x) substantially concurrently therewith, such Subsidiary shall have been discharged and released from its Guarantee of all Permitted Senior Notes
Indebtedness, all Permitted Credit Agreement Refinancing Indebtedness, all Permitted Incremental Equivalent Indebtedness and all Permitted Revolving Indebtedness, and all Liens on the assets of such Subsidiary securing any such Indebtedness shall
have been released, and (y) no Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and be continuing. Upon any sale or other transfer by any Credit Party (other than to any Credit Party or any other Designated
Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to
Section 10.5, the security interests in such Collateral created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person. 

(iii) Each Secured Party hereby authorizes the Collateral Agent to subordinate, at the request of the Borrower, any Lien on any
property granted to or held by the Collateral Agent under any Collateral Document to the holder of any Lien on such property that is permitted by Section 6.2(d), 6.2(l) or 6.2(r). 

(iv) In connection with any termination, release or subordination pursuant to this Section 9.8(d), the Administrative
Agent and the Collateral Agent shall execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such termination, release or subordination. Any execution
and delivery of documents pursuant to this Section 9.8(d) shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent. 

(e) Additional Exculpatory Provisions. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into
any representation or warranty regarding the existence, value or collectability of any Collateral, the existence, priority or perfection of the Collateral Agent’s Lien on any Collateral or any certificate prepared by any Credit Party in
connection therewith, nor shall the Collateral Agent be responsible or liable to the Secured Parties for any failure to monitor or maintain any portion of the Collateral. 

(f) Acceptance of Benefits. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the
Collateral or the Obligations Guarantees, to have agreed to the provisions of this Section 9 (including the authorization and the grant of the power of attorney pursuant to Section 9.8(a)), Section 10.24 and all the other provisions
of this Agreement relating to Collateral, any Obligations Guarantee or any Collateral Document and to have agreed to be bound by the Credit Documents as a Secured Party thereunder. It is understood and agreed that the benefits of the Collateral and
the Obligations Guarantee to any Secured Party are made available on an express condition that, and is subject to, such Secured Party not asserting that it is not bound by the appointments and other agreements expressed herein to be made, or deemed
herein to be made, by such Secured Party. 

  
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 9.9. Withholding Taxes. To the extent required by any applicable law, the
Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from
amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption
from, or reduction of, withholding Tax ineffective or for any other reason, or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such
payment, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal
expenses, allocated internal costs and out-of-pocket expenses) incurred. 
 9.10. Administrative Agent May File Bankruptcy Disclosure and
Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws with respect to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein
expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: 

(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that, in its sole opinion, complies with
such rule’s disclosure requirements for entities representing more than one creditor; 
 (b) to file and prove a claim for the whole
amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the
Administrative Agent, the Collateral Agent and any other Secured Party (including any claim under Sections 2.8, 2.10, 2.16, 2.18, 2.19, 2.20, 10.2 and 10.3) allowed in such judicial proceeding; and 

(c) 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 proceeding is hereby authorized by each Lender
and each other Secured Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders or the other Secured Parties, to pay to the
Administrative Agent any amount due to the Administrative Agent, in such capacity or in its capacity as the Collateral Agent, or to its Related Parties under the Credit Documents (including under Sections 10.2 and 10.3). To the extent that the
payment of any such amounts due to the Administrative Agent, in such capacity or in its capacity as the Collateral Agent, or to its Related Parties out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be
secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other property that the Lenders or other Secured Parties may be entitled to receive in such proceeding, whether in liquidation or under any
plan of 

  
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reorganization or arrangement or otherwise. 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
any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, or to vote in respect of the claim of any Lender in any such proceeding. 

SECTION 10. MISCELLANEOUS 

10.1. Notices. (a) Notices Generally. Any notice or other communication hereunder given to any Credit Party, the
Administrative Agent, the Collateral Agent or any Lender shall be given to such Person at its address as set forth on Schedule 10.1 or, in the case of any Lender, at such address as shall have been provided by such Lender to the Administrative Agent
in writing. Except in the case of notices and other communications expressly permitted to be given by telephone and as otherwise provided in Section 10.1(b), each notice or other communication hereunder shall be in writing and shall be
delivered in person or sent by facsimile (except for any notices or other communications given to the Administrative Agent or the Collateral Agent), courier service or certified or registered United States mail and shall be deemed to have been given
when delivered in person or by courier service and signed for against receipt thereof, when sent by facsimile as shown on the transmission report therefor (or, if not sent during normal business hours for the recipient, at the opening of business on
the next Business Day for the recipient) or upon receipt if sent by United States mail; provided that no notice or other communication given to the Administrative Agent shall be effective until received by it; and provided
further that any such notice or other communication shall, at the request of the Administrative Agent, be provided to any sub-agent appointed pursuant to Section 9.3(c) from time to time. Any party hereto may change its address
(including its fax or telephone number) for notices and other communications hereunder by notice to each of the Administrative Agent and the Borrower. 

(b) Electronic Communications. 

(i) Notices and other communications to any Lender hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites, including the Platform) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Section 2 if such
Lender has notified the Administrative Agent that it is incapable of receiving notices under such Section by electronic communication. Each of the Administrative Agent, the Collateral Agent and the Borrower may, in its discretion, agree to accept
notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications or rescinded by such Person
by notice to each other such Person. Unless the Administrative Agent otherwise prescribes, (A) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgment from the
intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgment); provided that if such notice or other communication is not sent during the normal business hours
of the recipient, 

  
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such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient; and (B) 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 (A) of notification that such notice or communication is available and identifying the
website address therefor. 
 (ii) Each Credit Party understands that the distribution of materials through an electronic
medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution, and agrees and assumes the risks associated with such electronic distribution, except to the extent caused by the willful
misconduct or gross negligence of the Administrative Agent, as determined by a final, non-appealable judgment of a court of competent jurisdiction. 

(iii) The Platform and any Approved Electronic Communications are provided “as is” and “as available”. None
of the Agents or any of their Related Parties warrants as to the accuracy, adequacy or completeness of the Approved Electronic Communications or the Platform, and each of the Agents and their Related Parties expressly disclaims liability for errors
or omissions in the Platform and the Approved Electronic Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or
freedom from viruses or other code defects, is made by any Agent or any of its Related Parties in connection with the Platform or the Approved Electronic Communications. 

(iv) Each Credit Party and each Lender agrees that the Administrative Agent may, but shall not be obligated to, store any
Approved Electronic Communications on the Platform in accordance with the Administrative Agent’s customary document retention procedures and policies. 

(v) Any notice of Default or Event of Default may be provided by telephone if confirmed promptly thereafter by delivery of
written notice thereof. 
 (c) Private Side Information Contacts. Each Public Lender agrees to cause at least one individual at or
acting on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in
accordance with such Public Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to information that is not made available through the “Public Side
Information” portion of the Platform and that may contain Private-Side Information. In the event that any Public Lender has determined for itself not to access any information disclosed through the Platform or otherwise, such Public Lender
acknowledges that (i) other Lenders may have availed themselves of such information and (ii) neither any Credit Party nor any Agent has any responsibility for such Public Lender’s decision to limit the scope of the information it has
obtained in connection with this Agreement and the other Credit Documents. 

  
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 10.2. Expenses. The Borrower agrees to pay promptly (a) all the actual costs and
reasonable out-of-pocket expenses (including the reasonable fees, expenses and other charges of counsel) incurred by any Agent, the Arranger or any of their respective Affiliates in connection with the structuring, arrangement and syndication of the
credit facilities provided for herein and any credit or similar facility refinancing, extending or replacing, in whole or in part, the credit facilities provided herein, including the preparation, execution, delivery and administration of this
Agreement, the other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated thereby shall be consummated) or any other document or matter requested by the
Borrower, (b) all the actual costs and reasonable out-of-pocket expenses of creating, perfecting, recording, maintaining and preserving Liens in favor of the Collateral Agent for the benefit of the Secured Parties, including filing and
recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and other charges of counsel to the Collateral Agent and of counsel providing any opinions that the Administrative
Agent or the Collateral Agent may reasonably request in respect of the Collateral or the Liens created pursuant to the Collateral Documents, (c) all the actual costs and reasonable fees, expenses and other charges of any auditors, accountants,
consultants or appraisers, (d) all the actual costs and reasonable expenses (including the reasonable fees, expenses and other charges of any appraisers, consultants, advisors and agents employed or retained by the Collateral Agent and its
counsel) in connection with the custody or preservation of any of the Collateral or any insurance process, and (e) after the occurrence and during the continuance of a Default or an Event of Default, all costs and expenses, including reasonable
fees, expenses and other charges of counsel and costs of settlement, incurred by any Agent, Arranger or Lender in enforcing any Obligations of or in collecting any payments due from any Credit Party hereunder or under the other Credit Documents by
reason of such Default or Event of Default (including in connection with the sale, lease or license of, collection from, or other realization upon any of the Collateral or the enforcement of any Obligations Guarantee) or in connection with any
refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or pursuant to any insolvency or bankruptcy cases or proceedings; provided that, in the case of clauses (a), (b), (c) and
(d) above, expenses with respect to counsel shall be limited to one firm of primary counsel and one firm of local counsel in each applicable jurisdiction for all Persons entitled to reimbursement under this Section 10.2 (and, if any such
Person shall have advised the Borrower that there is an actual or perceived conflict of interest, one additional firm of primary counsel and one additional firm of local counsel in each applicable jurisdiction for each group of affected Persons that
are similarly situated). All amounts due under this Section 10.2 shall be payable within 30 days after written demand therefor. 

10.3. Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions
contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to the applicable Indemnitee’s selection of counsel), indemnify, pay and hold harmless, each Agent (and each sub-agent thereof), the Arranger and each Lender
and each of their respective Related Parties (each, an “Indemnitee”), from and against any and all Indemnified Liabilities. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR
TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY 

  
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OF STRICT LIABILITY, OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNITEE; provided that no Credit Party shall have any obligation to
any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities (i) have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (A) the
gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties or (B) a material breach of the express obligations of such Indemnitee or its Related Parties under the Credit Documents or (ii) arise out of or in
connection with any action, claim or proceeding not involving any Credit Party or the equityholders or Affiliates of any Credit Party (or the Related Parties of any Credit Party) that is brought by an Indemnitee against another Indemnitee (other
than against any Agent or the Arranger (or any holder of any other title or role) in its capacity as such). To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in
whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified
Liabilities incurred by the Indemnitees or any of them. 
 (b) To the extent permitted by applicable law, (i) no Credit Party shall
assert, and each Credit Party hereby waives, any claim against any Agent, the Arranger, any Lender or any Related Party of any of the foregoing and (ii) no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against any Credit
Party or any Related Party of any Credit Party, in each case, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort
or any duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or
referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Indemnitee and each Credit Party hereby waives,
releases and agrees not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor; provided that nothing in this Section 10.3(b) shall diminish obligations of the
Credit Parties under Section 10.2 or 10.3(a). 
 (c) Each Credit Party agrees that none of any Agent, the Arranger or any Lender or any
Related Party of any of the foregoing will have any liability to any Credit Party or any Person asserting claims on behalf of or in right of any Credit Party or any other Person in connection with or as a result of this Agreement or any other Credit
Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in
connection therewith except (but subject to Section 10.3(b)), in the case of any Credit Party, to the extent that any losses, claims, damages, liabilities or expenses have been found by a final, non-appealable judgment of a court of competent
jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Agent, the Arranger, or such Lender in performing its express obligations under this Agreement or any other Credit Document. 

  
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 10.4. Set-Off. In addition to any rights now or hereafter granted under applicable law and
not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default each Lender is hereby authorized by each Credit Party at any time or from time to time, without notice to any Credit Party, any such
notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts)
and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of any Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender hereunder and under the other
Credit Documents, including all claims of any nature or description arising out of or connected hereto or thereto, irrespective of whether or not (a) such Lender shall have made any demand hereunder or (b) the principal of or the interest
on the Loans or any other amounts due hereunder shall have become due and payable and although such obligations and liabilities, or any of them, may be contingent or unmatured. 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. 

10.5. Amendments and Waivers. (a) Requisite Lenders’ Consent. None of this Agreement, any other Credit Document or any
provision hereof or thereof may be waived, amended or modified, and no consent to any departure by any Credit Party therefrom may be made, except, subject to the additional requirements of Sections 10.5(b) and 10.5(c) and as otherwise provided in
Sections 10.5(d) and 10.5(e), in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Requisite Lenders and, in the case of any other Credit Document, pursuant to an agreement or
agreements in writing entered into by the Administrative Agent or the Collateral Agent, as applicable, and the Credit Party or Credit Parties that are parties thereto, in each case with the consent of the Requisite Lenders. 

(b) Affected Lenders’ Consent. In addition to any consent required pursuant to Section 10.5(a), without the written consent
of each Lender that would be directly affected thereby, no waiver, amendment or other modification of this Agreement or any other Credit Document, or any consent to any departure by any Credit Party therefrom, shall be effective if the effect
thereof would be to: 
 (i) increase any Commitment or postpone the scheduled expiration date of any Commitment (it being
understood that no waiver, amendment or other modification of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Commitment of any Lender); 

(ii) extend the scheduled final maturity date of any Loan; 

(iii) waive, reduce or postpone any scheduled amortization payment (but not any voluntary or mandatory prepayment) of any Loan;

 (iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any
Loan pursuant to Section 2.10) or any fee (including any prepayment fee) payable hereunder, or waive or postpone the time for payment of any such interest or fee (including any prepayment fee); 

  
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 (v) reduce the principal amount of any Loan; 

(vi) waive, amend or otherwise modify any provision of this Section 10.5(b), Section 10.5(c) or any other provision
of this Agreement or any other Credit Document that expressly provides that the consent of all Lenders is required to waive, amend or otherwise modify any rights thereunder or to make any determination or grant any consent thereunder (including such
provision set forth in Section 10.6(a)); 
 (vii) amend the definition of the term “Requisite Lenders” or the
term “Pro Rata Share”; provided that additional extensions of credit made pursuant to Sections 2.24, 2.25 and 2.26 shall be included, and with the consent of the Requisite Lenders other additional extensions of credit pursuant
hereto may be included, in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Commitments and Loans are included on the Closing Date; or 

(viii) release all or substantially all the Collateral from the Liens of the Collateral Documents, or all or substantially all
the Guarantors from the Obligations Guarantee (or limit liability of all or substantially all the Guarantors in respect of the Obligations Guarantee), in each case except as expressly provided in the Credit Documents and except in connection with a
“credit bid” undertaken by the Collateral Agent at the direction of the Requisite Lenders pursuant to section 363(k), section 1129(b)(2)(a)(ii) or any other section of the Bankruptcy Code or any other sale or other disposition of
assets in connection with an enforcement action with respect to the Collateral permitted pursuant to the Credit Documents (in which case only the consent of the Requisite Lenders will be required for such release) (it being understood that
(A) an amendment or other modification of the type of obligations secured by the Collateral Documents or Guaranteed hereunder or thereunder shall not be deemed to be a release of the Collateral from the Liens of the Collateral Documents or a
release or limitation of the Obligations Guarantee and (B) an amendment or other modification of Section 6.8 shall only require the consent of the Requisite Lenders); 

provided that, for the avoidance of doubt, all Lenders shall be deemed directly affected by any waiver, amendment or other modification,
or any consent, described in the preceding clauses (vi), (vii) and (viii). 

  
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 (c) Additional Agent Consents. No waiver, amendment or other modification of this
Agreement or any other Credit Document, or any consent to any departure by any Credit Party therefrom, shall waive, amend or otherwise modify the rights or obligations of any Agent without the prior written consent of such Agent. 

(d) Class Amendments. Notwithstanding anything to the contrary in Section 10.5(a), any waiver, amendment or modification of this
Agreement or any other Credit Document, or any consent to any departure by any Credit Party therefrom, that by its terms affects the rights or duties under this Agreement of the Lenders of one or more Classes (but not Lenders of any other Class),
may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite number or percentage in interest of each affected Class of Lenders that would be required to consent thereto under this Section 10.5 if
such Class of Lenders were the only Class of Lenders hereunder at the time. 
 (e) Certain Permitted Amendments. Notwithstanding
anything herein or in any other Credit Document to the contrary: 
 (i) any provision of this Agreement or any other Credit
Document may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent (i) to cure any obvious error or any ambiguity, omission, defect or inconsistency of a technical nature or (ii) to better
implement the intentions of this Agreement, so long as (A) such amendment does not adversely affect the rights of any Lender or (B) the Lenders shall have received at least five Business Days’ prior written notice thereof and the
Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Requisite Lenders stating that the Requisite Lenders object to such amendment; 

(ii) in connection with any transaction permitted by Section 2.24, 2.25 or 2.26, this Agreement and the other Credit
Documents may be amended as contemplated by Sections 2.24, 2.25 and 2.26, including to add any covenant applicable to the Borrower and/or the Restricted Subsidiaries (including any Previously Absent Financial Maintenance Covenant) or any other
provisions for the benefit of the Lenders; 
 (iii) in connection with the incurrence of any Permitted Credit Agreement
Refinancing Indebtedness or Permitted Incremental Equivalent Indebtedness, this Agreement and the other Credit Documents may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent to add any covenant
applicable to the Borrower and/or the Restricted Subsidiaries (including any Previously Absent Financial Maintenance Covenant) or any other provisions for the benefit of the Lenders; 

(iv) the Administrative Agent and the Collateral Agent may, without the consent of any Secured Party, (i) consent to a
departure by any Credit Party from any covenant of such Credit Party set forth in this Agreement or any Collateral Document to the extent such departure is consistent with the authority of the Collateral Agent set forth in the definition of the term
“Collateral and Guarantee Requirement” or (ii) waive, amend or modify any provision in any Collateral Document, or consent to a departure by any 

  
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Credit Party therefrom, to the extent the Administrative Agent or the Collateral Agent determines that such waiver, amendment, modification or consent is necessary in order to eliminate any
conflict between such provision and the terms of this Agreement; and 
 (v) this Agreement and the other Credit Documents may
be amended in the manner provided in Sections 6.14 and 10.24. 
 Each Lender hereby expressly authorizes the Administrative Agent and/or the
Collateral Agent to enter into any waiver, amendment or other modification of this Agreement and the other Credit Documents contemplated by this Section 10.5(e). 

(f) Requisite Execution of Amendments, Etc. With the concurrence of any Lender, the Administrative Agent may, but shall have no
obligation to, execute waivers, amendments, modifications or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given. No notice to or demand on any
Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, waiver or consent effected in accordance with this Section 10.5 shall be binding
upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender. 
 10.6. Successors and
Assigns; Participations. (a) Generally. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby. No Credit Party’s rights or obligations
under the Credit Documents, and no interest therein, may be assigned or delegated by any Credit Party (except, in the case of any Guarantor Subsidiary, any assignment or delegation by operation of law as a result of any merger or consolidation of
such Guarantor Subsidiary permitted by Section 6.8) without the prior written consent of the Administrative Agent and each Lender, and any attempted assignment or delegation without such consent shall be null and void. Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, the participants referred to in Section 10.6(g) (to the extent provided in
clause (iii) of such Section) and, to the extent expressly contemplated hereby, Affiliates of any Agent or any Lender, the other Indemnitees and other express third party beneficiaries hereof) any legal or equitable right, remedy or claim under
or by reason of this Agreement. 
 (b) Register. The Borrower, the Administrative Agent, the Collateral Agent and the Lenders shall
deem and treat the Persons recorded as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans recorded therein for all purposes hereof. No assignment or transfer of any Commitment or Loan shall be effective
unless and until recorded in the Register, and following such recording, unless otherwise determined by the Administrative Agent (such determination to be made in the sole discretion of the Administrative Agent, which determination may be
conditioned on the consent of the assigning Lender and the assignee), shall be effective notwithstanding any defect in the Assignment Agreement relating thereto. Each assignment and transfer shall be recorded in the Register following receipt by the
Administrative Agent of the fully executed Assignment Agreement, together with the required forms and certificates regarding tax matters and any fees payable in connection therewith, in each case as provided in Section 10.6(d); provided
that the Administrative Agent shall not be 

  
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required to accept such Assignment Agreement or so record the information contained therein if the Administrative Agent reasonably believes that such Assignment Agreement lacks any written
consent required by this Section 10.6 or is otherwise not in proper form, it being acknowledged that the Administrative Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining (or confirming the receipt)
of any such written consent or with respect to the form of (or any defect in) such Assignment Agreement, any such duty and obligation being solely with the assigning Lender and the assignee. Each assigning Lender and the assignee, by its execution
and delivery of an Assignment Agreement, shall be deemed to have represented to the Administrative Agent that all written consents required by this Section 10.6 with respect thereto (other than the consent of the Administrative Agent) have been
obtained and that such Assignment Agreement is otherwise duly completed and in proper form. The date of such recordation of an assignment and transfer is referred to herein as the “Assignment Effective Date” with respect thereto.
Any request, authority or consent of any Person that, at the time of making such request or giving such authority or consent, is recorded in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of
the corresponding Commitments or Loans. 
 (c) Right to Assign. Each Lender shall have the right at any time to sell, assign or
transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans or other Obligations owing to it to: 

(i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible
Assignee” upon the giving of notice to the Borrower and the Administrative Agent; or 
 (ii) any Eligible Assignee of
the type referred to in clause (b) of the definition of the term “Eligible Assignee” upon (A) the giving of notice to the Borrower and the Administrative Agent and (B) except in the case of assignments made by or to Goldman
Sachs during the primary syndication of the credit facility established hereunder on the Closing Date, receipt of prior written consent (each such consent not to be unreasonably withheld or delayed) of (1) the Borrower, provided that the
consent of the Borrower to any assignment (x) shall not be required if an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and is continuing and (y) shall be deemed to have been granted unless the Borrower
shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof and (2) the Administrative Agent; 

provided that: 

(A) in the case of any such assignment or transfer (other than to any Eligible Assignee meeting the requirements of clause
(i) above), the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $1,000,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for
purposes of the foregoing minimum assignment amount requirements) or such lesser amount as shall be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the applicable
Class of the assigning Lender; and 
 (B) each partial assignment or transfer shall be of a uniform, and not varying,
percentage of all rights and obligations of the assigning Lender hereunder; provided that a Lender may assign or transfer all or a portion of its Commitment or of the Loans owing to it of any Class without assigning or transferring any
portion of its Commitment or of the Loans owing to it, as the case may be, of any other Class. 

  
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 (d) Mechanics. Assignments and transfers of Loans and Commitments by Lenders shall be
effected by the execution and delivery to the Administrative Agent of an Assignment Agreement. In connection with all assignments, there shall be delivered to the Administrative Agent such forms, certificates or other evidence, if any, with respect
to United States federal income tax withholding matters as the assignee thereunder may be required to deliver pursuant to Section 2.20(c), together with payment to the Administrative Agent of a registration and processing fee of $3,500 (except
that no such registration and processing fee shall be payable (i) in connection with an assignment by or to Goldman Sachs during the primary syndication of any credit facilities established hereunder or (ii) in the case of an assignee that
is already a Lender or is an Affiliate or Related Fund of a Lender or a Person under common management with a Lender). 
 (e)
Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof (or of any Incremental Facility Agreement or Refinancing Facility Agreement) or upon succeeding to an interest in the Commitments and Loans, as the
case may be, represents and warrants as of the Closing Date (or, in the case of any Incremental Facility Agreement or Refinancing Facility Agreement, as of the date of the effectiveness thereof) or as of the applicable Assignment Effective Date, as
applicable, that (i) it is an Eligible Assignee, (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be, (iii) it will make or invest
in, as the case may be, its Commitments or Loans for its own account in the ordinary course and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other United States federal
securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control) and (iv) it will not
provide any information obtained by it in its capacity as a Lender to the Borrower or any Affiliate of the Borrower. It is understood and agreed that the Administrative Agent and each assignor Lender shall be entitled to rely, and shall incur no
liability for relying, upon the representations and warranties of an assignee set forth in this Section 10.6(e) and in the applicable Assignment Agreement. 

(f) Effect of Assignment. Subject to the terms and conditions of this Section 10.6, as of the Assignment Effective Date with
respect to any assignment and transfer of any Commitment or Loan, (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent of its interest in such Commitment or Loan as reflected in the
Register and shall thereafter be a party hereto and a “Lender” for all purposes hereof, (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been


  
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assigned and transferred to the assignee, relinquish its rights (other than any rights that survive the termination hereof under Section 10.8) and be released from its obligations hereunder
(and, in the case of an assignment covering all the remaining rights and obligations of an assigning Lender hereunder, such Lender shall cease to be a party hereto as a “Lender” (but not, if applicable, in any other capacity hereunder) on
such Assignment Effective Date, provided that such assigning Lender shall continue to be entitled to the benefit of all rights that survive the termination hereof under Section 10.8, and provided further that except to the
extent otherwise expressly agreed by the affected parties, no assignment by a 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, and
(iii) the assigning Lender shall, upon the effectiveness thereof or as promptly thereafter as practicable, surrender its applicable Notes (if any) to the Administrative Agent for cancellation, and thereupon the Borrower shall issue and deliver
new Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans of the assignee and/or the assigning Lender.

 (g) Participations. 

(i) Each Lender shall have the right at any time to sell one or more participations to any Eligible Assignee (provided
that, for purposes of this Section 10.6(g), any Person that is a Disqualified Institution solely on account of having been (or having an Affiliate thereof having been) identified as such by name by the Borrower shall be a Disqualified
Institution only if a list of Disqualified Institutions including the name of such Person has been made available to all Lenders by the Borrower or the Administrative Agent) in all or any part of its Commitments or Loans or in any other Obligation;
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
Credit Parties, the Administrative Agent, the Collateral 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. Each Lender that
sells a participation pursuant to this Section 10.6(g) shall, acting solely for United States federal income tax purposes as a non-fiduciary agent of the Borrower, maintain a register on which it records the name and address of each participant
to which it has sold a participation and the principal amounts (and stated interest) of each such participant’s interest in the Loans or other rights and obligations of such Lender under this Agreement (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a participant’s
interest in any Commitments, Loans or other rights and obligations under any Credit Document), except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other right or obligation is in registered form under
Section 5f.103-1(c) of the United States Treasury Regulations or as required pursuant to other applicable law. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat


  
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each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes under this Agreement, notwithstanding any notice to the contrary. For the
avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 

(ii) The holder of any such participation, other than an Affiliate of the Lender granting such participation, shall not be
entitled to require such Lender to take or omit to take any action hereunder, except that any participation agreement may provide that the participant’s consent must be obtained with respect to the consent of such Lender to any waiver,
amendment, modification or consent that is described in Section 10.5(b) that affects such participant or requires the approval of all the Lenders. 

(iii) The Credit Parties agree that each participant shall be entitled to the benefits of Sections 2.18(c), 2.19 and 2.20
(subject to the requirements and limitations therein, including the requirements under Section 2.20(f) (it being understood that the documentation required under Section 2.20(f) shall be delivered to the participating Lender)) to the same
extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.6(c); provided that such participant (x) agrees to be subject to the provisions of Sections 2.21 and 2.23 as if it were an
assignee under Section 10.6(c) and (y) such participant shall not be entitled to receive any greater payment under Section 2.19 or 2.20 with respect to any participation than the applicable Lender would have been entitled to receive
with respect to such participation sold to such participant, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. To the extent
permitted by law, each participant also shall be entitled to the benefits of Section 10.4 as though it were a Lender, provided that such participant agrees to be subject to Section 2.17 as though it were a Lender. 

(h) Certain Other Assignments and Participations. In addition to any other assignment or participation permitted pursuant to this
Section 10.6, any Lender may assign, pledge and/or grant a security interest in all or any portion of its Loans or the other Obligations owed to such Lender, and its Notes, if any, to secure obligations of such Lender, including to any Federal
Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors and any operating circular issued by any Federal Reserve Bank; provided that no Lender, as between the Borrower and such Lender, shall be relieved of
any of its obligations hereunder as a result of any such assignment and pledge; and provided further that in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “Lender” or be entitled
to require the assigning Lender to take or omit to take any action hereunder. 

  
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 (i) Loan Repurchases. Notwithstanding anything to the contrary contained in this
Section 10.6 or any other provision of this Agreement, the Borrower may repurchase outstanding Loans, and each Lender shall have the right at any time to sell, assign or transfer all or a portion of its Loans to the Borrower, on the following
basis: 
 (A) Loan Repurchase Auctions. The Borrower may conduct one or more modified Dutch auctions (each, an
“Auction”) to repurchase all or any portion of the Loans of any Class, provided that (1) the Borrower delivers a notice of such Auction to the Auction Manager and the Administrative Agent (for distribution to the Lenders
of such Class) no later than 1:00 p.m. (New York City time) at least five Business Days in advance of a proposed commencement date of such Auction, which notice shall specify (x) the dates on which such Auction will commence and conclude,
(y) the maximum principal amount of Loans and the Class thereof that the Borrower desires to repurchase in such Auction and (z) the range of discounts to par at which the Borrower would be willing to repurchase such Loans, (2) the
maximum dollar amount of such Auction shall be no less than an aggregate $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (3) such Auction shall be open for at least two Business Days after the date of the commencement
thereof, (4) such Auction shall be open for participation by all the Lenders of such Class on a ratable basis, (5) a Lender of such Class that elects to participate in such Auction will be permitted to tender for repurchase all or a
portion of such Lender’s Loans of such Class, (6) each repurchase of Loans of any Class shall be of a uniform, and not varying, percentage of all rights of the assigning Lender hereunder with respect thereto (and shall be allocated among
the Loans of such Class of such Lender in a manner that would result in such Lender’s remaining Loans of such Class being included in each Borrowing in accordance with its applicable Pro Rata Share thereof), (7) at the time of the
commencement and conclusion of such Auction, no Default or Event of Default shall have occurred and be continuing, (8) the Borrower shall not use the proceeds of any Permitted Revolving Indebtedness to make such repurchase and (9) such
Auction shall be conducted pursuant to such procedures as the Auction Manager may establish, so long as such procedures are consistent with this Section 10.6(i) and are reasonably acceptable to the Administrative Agent and the Borrower. In
connection with any Auction, the Auction Manager and the Administrative Agent may request one or more certificates of an Authorized Officer of the Borrower as to the satisfaction of the conditions set forth in clauses (7) and (8) above and
in Section 10.6(i)(B). 
 (B) Representation as to Non-Public Information. With respect to all Auctions commenced
by the Borrower pursuant to this Section 10.6(i), the Borrower shall either (1) represent that, as of the date of commencement of such Auction and the date of the conclusion thereof, the Borrower is not in possession of any information
regarding the Borrower and the Subsidiaries, their respective assets, the ability of any Credit Party to perform its Obligations or any other matter, in each case, that (x) could reasonably be expected to be material to a decision by any Lender
to participate in such Auction or to sell, assign and transfer its Loans pursuant thereto and (y) has not been previously disclosed in 

  
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writing to the Administrative Agent and the Lenders (other than, as to any Lender, due solely to such Lender’s election not to receive any Private-Side Information) or (2) make a
statement that the representation in clause (1) above cannot be made by the Borrower. 
 (C) Concerning the
Repurchased Loans. Repurchases by the Borrower of Loans pursuant to this Section 10.6(i) shall not constitute voluntary prepayments for purposes of Section 2.12 or 2.14. The aggregate principal amount of the Loans of any Class
repurchased by the Borrower pursuant to this Section 10.6(i) shall be applied to reduce the subsequent Installments to be paid pursuant to Section 2.12 with respect to Loans of such Class in an inverse order of maturity. Upon the
repurchase by the Borrower pursuant to this Section 10.6(i) of any Loans, such Loans shall, without further action by any Person, be deemed cancelled and no longer outstanding (and may not be resold by the Borrower) for all purposes of this
Agreement and the other Credit Documents, including with respect to (1) the making of, or the application of, any payments to the Lenders under this Agreement or any other Credit Document, (2) the making of any request, demand,
authorization, direction, notice, consent or waiver under this Agreement or any other Credit Document or (3) the determination of Requisite Lenders, or for any similar or related purpose, under this Agreement or any other Credit Document. The
Administrative Agent is authorized to make appropriate entries in the Register to reflect any cancelation of the Loans repurchased and cancelled pursuant to this Section 10.6(i). Any payment made by the Borrower in connection with a repurchase
permitted by this Section 10.6(i) shall not be subject to the provisions of Section 2.16, 2.17 or 2.18(c). Failure by the Borrower to make any payment to a Lender required to be made in consideration of a repurchase of Loans permitted by
this Section 10.6(i) shall not constitute a Default or an Event of Default under Section 8.1(a). Each Lender shall, to the extent that its Loans shall have been repurchased and assigned to the Borrower pursuant to this
Section 10.6(i), relinquish its rights in respect thereof. Except as otherwise set forth in this Section 10.6(i), the provisions of Section 10.6 shall not apply to any repurchase of Loans pursuant to this Section 10.6(i). 

10.7. Independence of Covenants. All covenants hereunder shall be given independent effect so that if a particular action or
condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such
action is taken or condition exists. 
 10.8. Survival of Representations, Warranties and Agreements. All covenants,
agreements, representations and warranties made by the Credit Parties in the Credit Documents and in the certificates or other documents delivered in connection with or pursuant to this Agreement or any other Credit Document shall be considered to
have been relied upon by the other parties hereto and shall survive the execution and delivery of the Credit Documents and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding
that any Agent, the Arranger or any Lender may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time 

  
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any Credit Document is executed and delivered or any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or
any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections 2.18(c), 2.19, 2.20, 9, 10.2, 10.3 and 10.4 shall survive and remain in full
force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans or the termination of this Agreement or any provision hereof. 

10.9. No Waiver; Remedies Cumulative. No failure or delay on the part of any Agent, the Arranger or Lender in the exercise of
any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver thereof or of any Default or Event of Default or acquiescence therein, nor shall any single or
partial exercise of any such power, right or privilege, or any abandonment or discontinuance of steps to enforce such power, right or privilege, preclude any other or further exercise thereof or the exercise of any other power, right or privilege.
The powers, rights, privileges and remedies of the Agents, the Arranger or the Lenders hereunder and under the other Credit Documents are cumulative and shall be in addition to and independent of all powers, rights, privileges and remedies they
would otherwise have. Without limiting the generality of the foregoing, the execution and delivery of this Agreement or the making of any Loan hereunder shall not be construed as a waiver of any Default or Event of Default, regardless of whether any
Agent, the Arranger or any Lender may have had notice or knowledge of such Default or Event of Default at the time. 
 10.10.
Marshalling; Payments Set Aside. None of the Agents, the Arranger or the Lenders shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the
Obligations. To the extent that any Credit Party makes a payment or payments to any Agent, the Arranger or any Lender (or to the Administrative Agent or the Collateral Agent, on behalf of any Agent, the Arranger or any Lender), or any Agent, the
Arranger or any Lender enforces any security interests or exercises any right of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had
not occurred. 
 10.11. Severability. In case any provision in or obligation hereunder or under any other Credit Document
shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or
impaired thereby. 
 10.12. Independent Nature of Lenders’ Rights. Nothing contained herein or in any other Credit
Document, and no action taken by the Lenders pursuant hereto or thereto, shall be deemed to constitute the Lenders as a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each
Lender shall be a separate and independent debt, and each Lender shall be entitled to protect and enforce its rights arising hereunder and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such
purpose. 

  
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 10.13. Headings. Section headings herein are included herein for convenience
of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect. 
 10.14. APPLICABLE
LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST)
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF
NEW YORK. 
 10.15. CONSENT TO JURISDICTION. SUBJECT TO CLAUSE (E) BELOW, ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY
PARTY HERETO ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS, SHALL BE BROUGHT IN ANY FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE BOROUGH OF MANHATTAN OR, IF THAT COURT DOES NOT HAVE SUBJECT
MATTER JURISDICTION, IN ANY STATE COURT LOCATED IN THE CITY AND COUNTY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY HERETO, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS GENERALLY AND
UNCONDITIONALLY THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS (SUBJECT TO CLAUSE (E) BELOW); (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE
MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1; (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL
JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT THE AGENTS, THE ARRANGER, THE BORROWER AND THE LENDERS RETAIN
THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR, IN THE CASE OF THE AGENTS, THE ARRANGER AND THE LENDERS, TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION IN CONNECTION WITH THE EXERCISE OF ANY
RIGHTS UNDER ANY CREDIT DOCUMENT OR ANY EXERCISE OF REMEDIES IN RESPECT OF COLLATERAL OR THE ENFORCEMENT OF ANY JUDGMENT, AND HEREBY SUBMITS TO THE JURISDICTION OF, AND CONSENTS TO VENUE IN, ANY SUCH COURT. 

  
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 10.16. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER
RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS
TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS
ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL
COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER
SPECIFICALLY REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER
DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. 

10.17. Confidentiality. Each of the Administrative Agent, the Collateral Agent and the Lenders shall hold all Confidential
Information (as defined below) obtained by it in accordance with its customary procedures for handling confidential information of such nature, it being understood and agreed by the Borrower that, in any event, the Administrative Agent and the
Collateral Agent may disclose Confidential Information to the Lenders and that the Administrative Agent, the Collateral Agent and each Lender may disclose Confidential Information (a) to its Affiliates and to its and their respective Related
Parties, independent auditors and other advisors, experts or agents who need to know such Confidential Information and have been advised of the confidential nature of such information (and to other Persons authorized by it to organize, present or
disseminate such information in connection with disclosures otherwise made in accordance with this Section 10.17), (b) to any potential or prospective assignee, transferee or participant in connection with the contemplated assignment,
transfer or participation of any Loans or other Obligations or any participations therein or to any direct or indirect contractual counterparties (or the advisors thereto) to any swap or derivative transaction relating to the Borrower, its
Affiliates or its or their obligations (provided that such assignees, transferees, participants, counterparties and advisors are advised of and agree to be bound by either the provisions of this Section 10.17 or other provisions at least
as restrictive as this Section 10.17 or otherwise reasonably acceptable to the Administrative Agent, the Collateral Agent or the applicable Lender, as the case may be, and the Borrower, including pursuant to the confidentiality terms set forth
in the Confidential 

  
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Information Memorandum or other marketing materials relating to the credit facility governed by this Agreement), (c) to any rating agency, provided that, prior to any disclosure,
such rating agency shall undertake in writing to preserve the confidentiality of any Confidential Information relating to the Credit Parties received by it from the Administrative Agent, the Collateral Agent or the applicable Lender, as the case may
be, (d) to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Loans, (e) for purposes of establishing a “due diligence” defense or in connection with
the exercise of any remedies hereunder or under any other Credit Document, (f) in customary “tombstone” or similar advertisements, (g) pursuant to a subpoena or order issued by a court or by a judicial, administrative or
legislative body or commission, or otherwise as required by applicable law or compulsory legal process (in which case the Administrative Agent, the Collateral Agent or such Lender, as the case may be, agrees to inform the Borrower promptly thereof
to the extent not prohibited by applicable law), (h) upon the request or demand of any Governmental Authority or any regulatory or quasi-regulatory authority (including any self-regulatory organization) purporting to have jurisdiction over the
Administrative Agent, the Collateral Agent or such Lender, as the case may be, or any of their respective Affiliates, (i) received by it on a non-confidential basis from a source (other than the Borrower or its Affiliates or Related Parties)
not known by it to be prohibited from disclosing such information to such persons by a legal, contractual or fiduciary obligation, (j) to the extent that such information was already in possession of the Administrative Agent, the Collateral
Agent or such Lender, as the case may be, or any of its Affiliates or is independently developed by it or any of its Affiliates and (k) with the consent of the Borrower. For purposes of the foregoing, “Confidential Information”
means, with respect to the Administrative Agent, the Collateral Agent or any Lender, any non-public information regarding the business, assets, liabilities and operations of the Borrower and the Subsidiaries obtained by the Administrative Agent, the
Collateral Agent or such Lender, as the case may be, under the terms of this Agreement and identified as confidential by the Borrower. In addition, the Administrative Agent, the Collateral Agent and each Lender may disclose the existence of this
Agreement and the information about this Agreement on a confidential basis to market data collectors, similar services providers to the lending industry, and service providers to the Administrative Agent, the Collateral Agent and the Lenders in
connection with the administration and management of this Agreement and the other Credit Documents. It is agreed that, notwithstanding the restrictions of any prior confidentiality agreement binding on the Arranger or any Agent, such parties may
disclose Information as provided in this Section 10.17. 
 10.18. Usury Savings Clause. Notwithstanding any other
provision herein, the aggregate interest rate charged with respect to any of the Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate. If
the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the Highest Lawful Rate until the
total amount of interest due hereunder equals the amount of interest that would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect. In addition, if when the Loans made hereunder are
repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest that would have been due hereunder if the stated rates of interest set forth in this Agreement had at all
times been in effect, then to the extent permitted by law, the Borrower shall pay to the Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest that


  
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would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of the Lenders and the Borrower to conform strictly to any
applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration that constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid,
shall at such Lender’s option be applied to the outstanding amount of the Loans made hereunder or be refunded to the Borrower. 

10.19. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic format (i.e., “pdf”
or “tif” shall be effective as delivery of a manually executed counterpart of this Agreement. 
 10.20. Effectiveness; Entire
Agreement. Subject to Section 3, this Agreement shall become effective when it shall have been executed by the Administrative Agent and there shall have been delivered to the Administrative Agent counterparts hereof that, when taken
together, bear the signatures of each of the other parties hereto. This Agreement and the other Credit Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof (but do not supersede any provisions of any commitment letter, engagement letter or fee letter between or among any Credit Parties and any Agent or the Arranger or any Affiliate
of any of the foregoing that by the terms of such documents are stated to survive the effectiveness of this Agreement, all of which provisions shall remain in full force and effect), and the Agents, the Arranger and their respective Related Parties
are hereby released from all liability in connection therewith, including any claim for injury or damages, whether consequential, special, direct, indirect, punitive or otherwise. 

10.21. PATRIOT Act. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each
Credit Party that pursuant to the requirements of the PATRIOT Act it is required to obtain, verify and record information that identifies each Credit Party, which information includes the name and address of each Credit Party and other information
that will allow such Lender or the Administrative Agent, as applicable, to identify such Credit Party in accordance with the PATRIOT Act. 

10.22. Electronic Execution of Assignments. The words “execution”, “signed”, “signature” and words
of like import in any Assignment Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or
the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and
Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 
 10.23. No Fiduciary Duty.
Each Agent, the Arranger, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) may have economic interests that conflict with those of the Credit Parties, their equityholders
and/or their 

  
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Affiliates. Each Credit Party agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty
between any Lender, on the one hand, and such Credit Party, its equityholders or its Affiliates, on the other. The Credit Parties acknowledge and agree that (a) the transactions contemplated by the Credit Documents (including the exercise of
rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (b) in connection therewith and with the process leading thereto,
(i) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its equityholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect
thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its equityholders or its Affiliates on other matters) or any other obligation to any Credit Party except
the obligations expressly set forth in the Credit Documents and (ii) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, equityholders, creditors or any other Person. Each Credit
Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process
leading thereto. Each Credit Party agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar
duty to such Credit Party, in connection with any such transaction or the process leading thereto. 
 10.24. Permitted Intercreditor
Agreements. (a) Each of the Lenders and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantor Subsidiaries under the ABL Credit Agreement are, and under any other Permitted Revolving Indebtedness
and any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness may be, secured by Liens on assets of the Borrower and the Guarantor Subsidiaries that constitute Collateral and that the relative Lien
priority and other creditor rights of the Secured Parties and the secured parties under the ABL Credit Agreement (or in respect of such other Permitted Revolving Indebtedness) will be set forth in the ABL Intercreditor Agreement, and the relative
Lien priority and other creditor rights of the Secured Parties and the secured parties under any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness will be set forth in the applicable Permitted
Intercreditor Agreement. Each of the Lenders hereby acknowledges that it has received a copy of the ABL Intercreditor Agreement. Each of the Lenders and the other Secured Parties hereby irrevocably authorizes and directs the Administrative Agent and
the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, (i) on the Closing Date, the ABL Intercreditor Agreement and any
documents relating thereto and (ii) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any Permitted Revolving Indebtedness, any Permitted Credit
Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness, any Permitted Intercreditor Agreement (it being understood that the Administrative Agent and the Collateral Agent are hereby authorized and directed to
determine the terms and conditions of any such Permitted Intercreditor Agreement as contemplated by the definition of the terms “Junior Lien Intercreditor Agreement” and “Pari Passu Intercreditor Agreement”) and any documents
relating thereto. 

  
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 (b) Each of the Lenders and the other Secured Parties hereby irrevocably (i) consents to the
treatment of Liens to be provided for under any Permitted Intercreditor Agreement, including to the subordination of the Liens on the ABL Priority Collateral securing the Obligations on the terms set forth in the ABL Intercreditor Agreement,
(ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Permitted Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any
Permitted Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or any Collateral Agent as a result of any action taken by the Administrative Agent or the
Collateral Agent pursuant to this Section 10.24 or in accordance with the terms of any Permitted Intercreditor Agreement, (iv) authorizes and directs the Administrative Agent and the Collateral Agent to carry out the provisions and intent
of each such document and (v) authorizes and directs the Administrative Agent and the Collateral Agent to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the ABL Intercreditor Agreement
or any Pari Passu Lien Intercreditor Agreement. 
 (c) Each of the Lenders and the other Secured Parties hereby irrevocably further
authorizes and directs the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments,
supplements or other modifications of any Permitted Intercreditor Agreement that the Borrower may from time to time request and that are reasonably acceptable to the Administrative Agent (i) to give effect to any establishment, incurrence,
amendment, extension, renewal, refinancing or replacement of any Obligations, any Permitted Revolving Indebtedness, any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness, (ii) to confirm
for any party that such Permitted Intercreditor Agreement is effective and binding upon the Administrative Agent and the Collateral Agent on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so
long as the resulting agreement would constitute a Permitted Intercreditor Agreement if executed at such time as a new agreement. 
 (d)
Each of the Lenders and the other Secured Parties hereby irrevocably further authorizes and directs the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further
consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Collateral Document to add or remove any legend that may be required pursuant to any Permitted Intercreditor Agreement. 

(e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Sections 9, 10.2 and 10.3 with
respect to all actions taken by it pursuant to this Section 10.24 or in accordance with the terms of any Permitted Intercreditor Agreement to the full extent thereof. 

(f) The provisions of this Section 10.24 are intended as an inducement to the secured parties under the ABL Credit Agreement or under any
other Permitted Revolving Indebtedness or any Permitted Credit Agreement Refinancing Indebtedness or Permitted Incremental Equivalent Indebtedness to extend credit to the Borrower thereunder and such secured parties are intended third party
beneficiaries of such provisions. 

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

					
	ENTEGRIS, INC.,
		
	By:	 	 /s/ Gregory B. Graves

		 	Name:	 	Gregory B. Graves
		 	Title:	 	Executive Vice President & Chief Financial Officer


  

					
	GUARANTOR SUBSIDIARIES:
	
	ENTEGRIS PACIFIC LTD.
		
	By:	 	 /s/ Gregory B. Graves

		 	Name:	 	Gregory B. Graves
		 	Title:	 	Treasurer
	
	ENTEGRIS SPECIALTY MATERIALS, LLC
		
	By:	 	 /s/ Gregory B. Graves

		 	Name:	 	Gregory B. Graves
		 	Title:	 	Executive Vice President
	
	ENTEGRIS-JETALON SOLUTIONS, INC.
		
	By:	 	 /s/ Gregory B. Graves

		 	Name:	 	Gregory B. Graves
		 	Title:	 	Vice President










					
	POCO GRAPHITE INTERNATIONAL, INC.
		
	By:	 	 /s/ Gregory B. Graves

		 	Name:	 	Gregory B. Graves
		 	Title:	 	Vice President
	
	POCO GRAPHITE, INC.
		
	By:	 	 /s/ Gregory B. Graves

		 	Name:	 	Gregory B. Graves
		 	Title:	 	Vice President
	
	ATMI, INC.
		
	By:	 	 /s/ Gregory B. Graves

		 	Name:	 	Gregory B. Graves
		 	Title:	 	Executive Vice President & Chief Financial Officer
	
	ADVANCED TECHNOLOGY MATERIALS, INC.
		
	By:	 	 /s/ Gregory B. Graves

		 	Name:	 	Gregory B. Graves
		 	Title:	 	Executive Vice President & Chief Financial Officer
	
	ATMI ECOSYS CORPORATION
		
	By:	 	 /s/ Gregory B. Graves

		 	Name:	 	Gregory B. Graves
		 	Title:	 	Executive Vice President & Chief Financial Officer










					
	ATMI INTERNATIONAL HOLDINGS, INC.
		
	By:	 	 /s/ Gregory B. Graves

		 	Name:	 	Gregory B. Graves
		 	Title:	 	Executive Vice President & Chief Financial Officer
	
	ATMI MATERIALS, INC.
		
	By:	 	 /s/ Gregory B. Graves

		 	Name:	 	Gregory B. Graves
		 	Title:	 	Executive Vice President & Chief Financial Officer
	
	ATMI PACKAGING, INC.
		
	By:	 	 /s/ Gregory B. Graves

		 	Name:	 	Gregory B. Graves
		 	Title:	 	Executive Vice President & Chief Financial Officer
	
	ATMI TAIWAN HOLDINGS, INC.
		
	By:	 	 /s/ Gregory B. Graves

		 	Name:	 	Gregory B. Graves
		 	Title:	 	Executive Vice President & Chief Financial Officer
	
	ATMI BELGIUM HOLDINGS, INC.
		
	By:	 	 /s/ Gregory B. Graves

		 	Name:	 	Gregory B. Graves
		 	Title:	 	Executive Vice President & Chief Financial Officer










					
	 GOLDMAN SACHS BANK USA, as

Administrative Agent, Collateral Agent and Lender,

		
	By:	 	 /s/ Robert Ehudin

		 	Authorized Signatory