EX-10.1



 Exhibit 10.1 

Published CUSIP Number: 79466NAC4 

Revolving Credit CUSIP Number: 79466NAD2 
  

 
  

CREDIT AGREEMENT 
 Dated as
of October 6, 2014 
 among 

SALESFORCE.COM, INC., 

as the Borrower, 
 THE
SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, 
 as the Guarantors, 

THE LENDERS PARTY HERETO, 
 and

 WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Administrative Agent, 

Swingline Lender and Issuing Lender 

BNP PARIBAS, 
 as
Documentation Agent 
 WELLS FARGO SECURITIES, LLC, 

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED 

and 
 BNP PARIBAS,

 as Joint Lead Arrangers 

WELLS FARGO SECURITIES, LLC 

and 
 MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED, 
 as Joint Bookrunners 







 TABLE OF CONTENTS 
  

							
	 ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
	  	 	1	  
			
	 1.01
	 	 Defined Terms
	  	 	1	  
	 1.02
	 	 Other Interpretive Provisions
	  	 	28	  
	 1.03
	 	 Accounting Terms
	  	 	29	  
	 1.04
	 	 Rounding
	  	 	29	  
	 1.05
	 	 Times of Day
	  	 	30	  
	 1.06
	 	 Letter of Credit Amounts
	  	 	30	  
	 1.07
	 	 Covenant Compliance Generally
	  	 	30	  
		
	 ARTICLE II REVOLVING CREDIT FACILITY
	  	 	30	  
			
	 2.01
	 	 Revolving Credit Loans
	  	 	30	  
	 2.02
	 	 Swingline Loans
	  	 	30	  
	 2.03
	 	 Procedure for Advances of Revolving Credit Loans and Swingline Loans
	  	 	32	  
	 2.04
	 	 Repayment and Prepayment of Revolving Credit and Swingline Loans
	  	 	33	  
	 2.05
	 	 Permanent Reduction of the Revolving Credit Commitment
	  	 	34	  
	 2.06
	 	 Termination of Revolving Credit Facility
	  	 	34	  
	 2.07
	 	 Interest
	  	 	34	  
	 2.08
	 	 Notice and Manner of Conversion or Continuation of Loans
	  	 	36	  
	 2.09
	 	 Fees
	  	 	36	  
	 2.10
	 	 Manner of Payment
	  	 	37	  
	 2.11
	 	 Evidence of Debt
	  	 	37	  
	 2.12
	 	 Sharing of Payments by Lenders
	  	 	38	  
	 2.13
	 	 Administrative Agent’s Clawback
	  	 	38	  
	 2.14
	 	 Incremental Loans
	  	 	39	  
	 2.15
	 	 Cash Collateral
	  	 	41	  
	 2.16
	 	 Defaulting Lenders
	  	 	42	  
		
	 ARTICLE III
	  	 	44	  
			
	 3.01
	 	 Letter of Credit Facility
	  	 	44	  
	 3.02
	 	 Procedure for Issuance of Letters of Credit
	  	 	45	  
	 3.03
	 	 Commissions and Other Charges
	  	 	46	  
	 3.04
	 	 L/C Participations
	  	 	46	  
	 3.05
	 	 Reimbursement Obligation of the Borrower
	  	 	47	  
	 3.06
	 	 Obligations Absolute
	  	 	47	  
	 3.07
	 	 Effect of Letter of Credit Application
	  	 	48	  
	 3.08
	 	 Resignation of Issuing Lenders
	  	 	48	  
	 3.09
	 	 Reporting of Letter of Credit Information and L/C Commitment
	  	 	48	  
	 3.10
	 	 Letters of Credit Issued for Subsidiaries
	  	 	49	  
		
	 ARTICLE IV TAXES, YIELD PROTECTION AND ILLEGALITY
	  	 	49	  
			
	 4.01
	 	 Taxes
	  	 	49	  
	 4.02
	 	 Illegality
	  	 	53	  
	 4.03
	 	 Inability to Determine Rates
	  	 	54	  
	 4.04
	 	 Increased Costs
	  	 	54	  
	 4.05
	 	 Compensation for Losses
	  	 	56	  
	 4.06
	 	 Mitigation Obligations; Replacement of Lenders
	  	 	56	  
	 4.07
	 	 Survival
	  	 	57	  
		
	 ARTICLE V GUARANTY
	  	 	57	  


  
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	 5.01
	 	 The Guaranty
	  	 	57	  
	 5.02
	 	 Obligations Unconditional
	  	 	57	  
	 5.03
	 	 Reinstatement
	  	 	58	  
	 5.04
	 	 Certain Additional Waivers
	  	 	58	  
	 5.05
	 	 Remedies
	  	 	58	  
	 5.06
	 	 Rights of Contribution
	  	 	59	  
	 5.07
	 	 Guarantee of Payment; Continuing Guarantee
	  	 	59	  
	 5.08
	 	 Keepwell
	  	 	60	  
		
	 ARTICLE VI CONDITIONS TO CLOSING AND BORROWING
	  	 	60	  
			
	 6.01
	 	 Conditions to Closing and Initial Extensions of Credit
	  	 	60	  
	 6.02
	 	 Conditions to All Extensions of Credit
	  	 	62	  
		
	 ARTICLE VII REPRESENTATIONS AND WARRANTIES
	  	 	63	  
			
	 7.01
	 	 Existence, Qualification and Power
	  	 	63	  
	 7.02
	 	 Authorization; No Contravention
	  	 	63	  
	 7.03
	 	 Governmental Authorization; Other Consents
	  	 	64	  
	 7.04
	 	 Binding Effect
	  	 	64	  
	 7.05
	 	 Financial Statements; No Material Adverse Effect
	  	 	64	  
	 7.06
	 	 Litigation
	  	 	64	  
	 7.07
	 	 No Default
	  	 	65	  
	 7.08
	 	 Ownership of Property
	  	 	65	  
	 7.09
	 	 Environmental Compliance
	  	 	65	  
	 7.10
	 	 Insurance
	  	 	66	  
	 7.11
	 	 Taxes
	  	 	66	  
	 7.12
	 	 ERISA Compliance
	  	 	66	  
	 7.13
	 	 Subsidiaries
	  	 	67	  
	 7.14
	 	 Margin Regulations; Investment Company Act
	  	 	67	  
	 7.15
	 	 Disclosure
	  	 	67	  
	 7.16
	 	 Compliance with Laws
	  	 	68	  
	 7.17
	 	 Intellectual Property; Licenses, Etc.
	  	 	68	  
	 7.18
	 	 Solvency
	  	 	68	  
	 7.19
	 	 Identifying Information
	  	 	68	  
	 7.20
	 	 OFAC, Etc.
	  	 	68	  
		
	 ARTICLE VIII AFFIRMATIVE COVENANTS
	  	 	68	  
			
	 8.01
	 	 Financial Statements
	  	 	69	  
	 8.02
	 	 Certificates; Other Information
	  	 	69	  
	 8.03
	 	 Notices
	  	 	71	  
	 8.04
	 	 Payment of Taxes
	  	 	72	  
	 8.05
	 	 Preservation of Existence, Etc.
	  	 	72	  
	 8.06
	 	 Maintenance of Properties
	  	 	72	  
	 8.07
	 	 Maintenance of Insurance
	  	 	72	  
	 8.08
	 	 Compliance with Laws
	  	 	72	  
	 8.09
	 	 Books and Records
	  	 	73	  
	 8.10
	 	 Inspection Rights
	  	 	73	  
	 8.11
	 	 ERISA Compliance
	  	 	73	  
	 8.12
	 	 Additional Guarantors
	  	 	73	  
	 8.13
	 	 Compliance With Environmental Laws
	  	 	74	  
	 8.14
	 	 Further Assurances
	  	 	74	  
	 8.15
	 	 Use of Proceeds
	  	 	74	  


  
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	 ARTICLE IX NEGATIVE COVENANTS
	  	 	74	  
			
	 9.01
	 	 Liens
	  	 	75	  
	 9.02
	 	 Investments
	  	 	77	  
	 9.03
	 	 Indebtedness
	  	 	78	  
	 9.04
	 	 Fundamental Changes
	  	 	80	  
	 9.05
	 	 Dispositions
	  	 	80	  
	 9.06
	 	 Restricted Payments
	  	 	81	  
	 9.07
	 	 Change in Nature of Business
	  	 	82	  
	 9.08
	 	 Transactions with Affiliates
	  	 	83	  
	 9.09
	 	 Use of Proceeds
	  	 	83	  
	 9.10
	 	 Financial Covenants
	  	 	83	  
	 9.11
	 	 Prepayment of Subordinated Indebtedness, Etc.
	  	 	83	  
	 9.12
	 	 Sanctions
	  	 	84	  
		
	 ARTICLE X EVENTS OF DEFAULT AND REMEDIES
	  	 	84	  
			
	 10.01
	 	 Events of Default
	  	 	84	  
	 10.02
	 	 Remedies Upon Event of Default
	  	 	86	  
	 10.03
	 	 Application of Funds
	  	 	87	  
		
	 ARTICLE XI ADMINISTRATIVE AGENT
	  	 	88	  
			
	 11.01
	 	 Appointment and Authority
	  	 	88	  
	 11.02
	 	 Rights as a Lender
	  	 	88	  
	 11.03
	 	 Exculpatory Provisions
	  	 	88	  
	 11.04
	 	 Reliance by Administrative Agent
	  	 	89	  
	 11.05
	 	 Delegation of Duties
	  	 	89	  
	 11.06
	 	 Resignation of Administrative Agent
	  	 	90	  
	 11.07
	 	 Non-Reliance on Administrative Agent and Other Lenders
	  	 	91	  
	 11.08
	 	 No Other Duties; Etc.
	  	 	91	  
	 11.09
	 	 Administrative Agent May File Proofs of Claim
	  	 	91	  
	 11.10
	 	 Collateral and Guaranty Matters
	  	 	92	  
	 11.11
	 	 Specified Cash Management Agreements and Specified Hedge Agreements
	  	 	93	  
		
	 ARTICLE XII MISCELLANEOUS
	  	 	93	  
			
	 12.01
	 	 Amendments, Etc.
	  	 	93	  
	 12.02
	 	 Notices; Effectiveness; Electronic Communications
	  	 	95	  
	 12.03
	 	 No Waiver; Cumulative Remedies; Enforcement
	  	 	97	  
	 12.04
	 	 Expenses; Indemnity; Damage Waiver
	  	 	97	  
	 12.05
	 	 Payments Set Aside
	  	 	99	  
	 12.06
	 	 Successors and Assigns
	  	 	100	  
	 12.07
	 	 Treatment of Certain Information; Confidentiality
	  	 	103	  
	 12.08
	 	 Rights of Setoff
	  	 	105	  
	 12.09
	 	 Counterparts; Integration; Effectiveness
	  	 	105	  
	 12.10
	 	 Survival of Representations and Warranties
	  	 	105	  
	 12.11
	 	 Severability
	  	 	106	  
	 12.12
	 	 Replacement of Lenders
	  	 	106	  
	 12.13
	 	 Governing Law; Jurisdiction; Etc.
	  	 	107	  
	 12.14
	 	 Waiver of Jury Trial
	  	 	108	  
	 12.15
	 	 California Judicial Reference
	  	 	108	  
	 12.16
	 	 No Advisory or Fiduciary Responsibility
	  	 	108	  
	 12.17
	 	 Electronic Execution of Assignments and Certain Other Documents
	  	 	109	  


  
 iii 









							
	 12.18
	 	 USA PATRIOT Act Notice
	  	 	109	  
	 12.19
	 	 Miscellaneous
	  	 	109	  


  
 iv 








 SCHEDULES 
  

			
	2.01	  	Commitments and Applicable Percentages
	12.02	  	Certain Addresses for Notices

 EXHIBITS 

 

			
	2.03(a)	  	Form of Notice of Borrowing
	2.03(b)	  	Form of Notice of Account Designation
	2.04(c)	  	Form of Notice of Prepayment
	2.08	  	Form of Notice of Conversion/Continuation
	2.11(a)	  	Form of Note
	4.01	  	Forms of U.S. Tax Compliance Certificates
	8.02	  	Form of Compliance Certificate
	8.12	  	Form of Joinder Agreement
	12.06(b)	  	Form of Assignment and Assumption


  
 i 








 CREDIT AGREEMENT 

This CREDIT AGREEMENT is entered into as of October 6, 2014 among SALESFORCE.COM, INC., a Delaware corporation (the
“Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent. 

The Borrower has requested that the Lenders provide a revolving credit facility for the purposes set forth herein, and the Lenders are willing
to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: 

ARTICLE I 
 DEFINITIONS
AND ACCOUNTING TERMS 
  

	 	1.01	Defined Terms. 

 As used in this Agreement, the following terms shall have the
meanings set forth below: 
 “Acquisition”, by any Person, means the acquisition by such Person, in a single transaction or
in a series of related transactions, of either (a) all or any substantial portion of the property of, or a line of business or division of, another Person or (b) at least a majority of the Voting Stock of another Person, in each case
whether or not involving a merger or consolidation with such other Person. 
 “Administrative Agent” means Wells Fargo, in
its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. 
 “Administrative
Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 12.02 or such other address or account as the Administrative Agent may from time to time notify to the
Borrower and the Lenders. 
 “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the
Administrative Agent. 
 “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 

“Agreement” means this Credit Agreement. 

“Anti-Corruption Laws” means all laws, rules and regulations of any jurisdiction applicable to a Loan Party, any of their
Subsidiaries or any Guarantor from time to time concerning or relating to bribery, money laundering or corruption. 
 “Applicable
Margin” means the following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 8.02(b): 

 

															
	 Pricing Level
	  	 Consolidated Leverage Ratio
	  	LIBOR Rate Loans	 	 	Base Rate Loans	 	 	Commitment Fee	 
	1	  	 Greater than or
	  	 	1.75	% 	 	 	0.75	% 	 	 	0.25	% 









															
		  	 equal to 3.00 to 1.00
	  				 				 			
	2	  	 Greater than or equal to 2.00 to 1.00 but less than 3.00 to 1.00
	  	 	1.50	% 	 	 	0.50	% 	 	 	0.20	% 
	3	  	 Greater than or equal to 1.00 to 1.00 but less than 2.00 to 1.00
	  	 	1.25	% 	 	 	0.25	% 	 	 	0.15	% 
	4	  	 Less than 1.00 to 1.00
	  	 	1.00	% 	 	 	0.00	% 	 	 	0.125	% 

 The Applicable Margin shall be determined and adjusted quarterly on the Business Day after the date on which the Borrower
provides a Compliance Certificate pursuant to Section 8.02(b) for the most recently ended fiscal quarter of the Borrower (each such date, a “Calculation Date”); provided that (a) the Applicable Margin shall
be based on Pricing Level 2 until the Calculation Date occurring with respect to the first full fiscal quarter of the Borrower ending after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Consolidated
Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, and (b) if the Borrower fails to provide a Compliance Certificate when due as required by
Section 8.02(b) for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, upon the request of the Required Lenders the Applicable Margin from the date on which such Compliance Certificate was
required to have been delivered shall be based on Pricing Level 1 until such time as such Compliance Certificate is delivered, at which time the Pricing Level shall be determined by reference to the Consolidated Leverage Ratio as of the last day of
the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The applicable Pricing Level shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Pricing Level shall be
applicable to all Extensions of Credit then existing or subsequently made or issued until the next adjustment. 
 Notwithstanding the foregoing, in the
event that any financial statement or Compliance Certificate delivered pursuant to Section 8.01 or 8.02(b) is shown to be inaccurate (regardless of whether (i) this Agreement is in effect, (ii) any Revolving Credit
Commitments are in effect, or (iii) any Extension of Credit is outstanding when such inaccuracy is discovered or such financial statement or Compliance Certificate was delivered), and such inaccuracy, if corrected, would have led to the
application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (A) promptly after a Responsible Officer has notice thereof, the Borrower
shall deliver to the Administrative Agent a corrected Compliance Certificate for such Applicable Period, (B) the Applicable Margin for such Applicable Period shall be determined as if the Consolidated Leverage Ratio in the corrected Compliance
Certificate were applicable for such Applicable Period, and (C) the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent the accrued additional interest and fees owing as a result of such increased
Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with Section 2.10. Nothing in this paragraph shall limit the rights of the Administrative Agent and Lenders
with respect to Sections 2.07(b) and 10.02 nor any of their other rights under this Agreement or any other Loan Document. The Borrower’s obligations under this paragraph shall survive the termination of the Revolving Credit
Commitment and the repayment of all other Obligations hereunder. 
 “Applicable Percentage” means, with respect to any
Lender at any time, the percentage of the total Revolving Credit Commitments of all the Lenders represented by such Lender’s Revolving Credit Commitment. If the Revolving Credit Commitments have terminated or expired, the Applicable


  
 2 








 
Percentages shall be determined based upon the Revolving Credit Commitments most recently in effect, giving effect to any assignments. The initial Applicable Percentage of each Lender is set
forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. 

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or
(c) an entity or an Affiliate of an entity that administers or manages a Lender. 
 “Arrangers” means (a) Wells
Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, in their capacities as joint lead arrangers and joint bookrunners, and (b) BNP Paribas, in its capacity as a joint lead arranger. 

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the
consent of any party whose consent is required by Section 12.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit 12.06(b) or any other form (including electronic documentation generated by
MarkitClear or other electronic platform) approved by the Administrative Agent. 
 “Attributable Indebtedness” means, with
respect to any Person on any date, (a) in respect of any capital lease, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic
Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital
lease, (c) in respect of any Securitization Transaction, the outstanding principal amount of such financing, after taking into account reserve accounts and making appropriate adjustments, determined by the Administrative Agent in its reasonable
judgment and (d) in respect of any Sale and Leaseback Transaction, the present value (discounted in accordance with GAAP at the debt rate implied in the applicable lease) of the capitalized obligations of the lessee for rental payments during
the term of such lease that would appear on a balance sheet of such Person prepared in accordance with GAAP. Notwithstanding the foregoing, “Attributable Indebtedness” shall not include any obligations of the Borrower or any Subsidiary
classified as capital leases or Synthetic Lease Obligations, under GAAP or for other accounting purposes, but for which the Borrower and its Subsidiaries do not make and are not required to make any cash payment. For the avoidance of doubt, the
obligations described on Schedule 1.01(b) to the Disclosure Letter shall not constitute Attributable Indebtedness. 

“Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the
fiscal year ended January 31, 2014 and the related consolidated statements of income or operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal year, including the notes thereto. 

“Bank of America” means Bank of America, N.A., a national banking association. 

“Base Rate” means, at any time, the highest of (a) the Federal Funds Rate plus 0.50%, (b) the Prime Rate and
(c) LIBOR for an Interest Period of one month plus 1.0%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Federal Funds Rate, the Prime Rate or LIBOR (provided that
clause (c) shall not be applicable during any period in which LIBOR is unavailable or unascertainable). 
 “Base Rate
Loan” means any Loan bearing interest at a rate based upon the Base Rate as provided in Section 2.07(a). 

  
 3 








 “Borrower” has the meaning specified in the introductory paragraph hereto. 

“Borrower Materials” has the meaning specified in Section 8.02. 

“Business Day” means (a) for all purposes other than as set forth in clause (b) below, any day other than a
Saturday, Sunday or legal holiday on which banks in San Francisco, California and New York, New York, are open for the conduct of their commercial banking business and (b) with respect to all notices and determinations in connection with, and
payments of principal and interest on, any LIBOR Rate Loan, or any Base Rate Loan as to which the interest rate is determined by reference to LIBOR, any day that is a Business Day described in clause (a) and that is also a London Banking Day.

 “Cash Collateralize” means, to pledge and deposit with, or deliver to the Administrative Agent, or directly to the
applicable Issuing Lender (with notice thereof to the Administrative Agent), for the benefit of one or more of the Issuing Lenders, the Swingline Lender or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund
participations in respect of L/C Obligations or Swingline Loans, cash or deposit account balances or, if the Administrative Agent and the applicable Issuing Lender and the Swingline Lender shall agree, in their sole discretion, other credit support,
in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent, such Issuing Lender and the Swingline Lender, as applicable. “Cash Collateral” shall have a meaning correlative to the
foregoing and shall include the proceeds of such cash collateral and other credit support. 
 “Cash Equivalents” means, as
at any date, (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having
maturities of not more than twelve months from the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit of (i) any Lender, (ii) any domestic commercial bank of recognized standing having capital and
surplus in excess of $500,000,000 or (iii) any bank whose short term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any such bank being an
“Approved Bank”), in each case with maturities of not more than 270 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any
variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within six months of the date of
acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by
or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the
repurchase obligations, (e) investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940 which are administered by reputable financial institutions
having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing subdivisions (a) through (d), and (f) any other investments (whether short term or long term)
permitted by the Borrower’s cash investment policy approved by the Borrower’s board of directors (or a committee thereof) as such policy is in effect, and as disclosed to the Administrative Agent, prior to the Closing Date (and as amended,
restated, supplemented or otherwise modified from time to time, it being understood that any new investments permitted under such policy shall constitute Cash Equivalents for purposes of this Agreement only with the consent (such consent not to be
unreasonably withheld) of the Administrative Agent; provided that the Borrower’s cash investment policy may be amended to include other cash equivalents, as defined in accordance with GAAP, and such investments shall constitute Cash
Equivalents for purposes of this definition without the consent of the Administrative Agent). 

  
 4 








 “Cash Management Agreement” means any agreement that is not prohibited by the
terms hereof to provide treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), ePayables, funds transfer, automated clearinghouse, zero
balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services. 

“Cash Management Bank” means any Person that (i) at the time it enters into a Cash Management Agreement, is a Lender or
the Administrative Agent or an Affiliate of a Lender or the Administrative Agent, (ii) in the case of any Cash Management Agreement in effect on or prior to the Closing Date, is, as of the Closing Date or within 30 days thereafter, a Lender or
the Administrative Agent or an Affiliate of a Lender or the Administrative Agent and a party to a Cash Management Agreement or (iii) within 30 days after the time it enters into the applicable Cash Management Agreement, becomes a Lender, the
Administrative Agent or an Affiliate of a Lender or the Administrative Agent, in each case, in its capacity as a party to such Cash Management Agreement. 

“CFC” means any Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the
Internal Revenue Code. 
 “Change in Law” means the occurrence, after the Closing Date, of any of the following:
(a) the adoption or taking effect of any Law, (b) any change in any 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 or issued. 

“Change of Control” means an event or series of events by which: 

(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner”
(as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all Equity Interests that such person or group has the right to acquire,
whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 35% or more of the Equity Interests of the Borrower entitled to vote for members of the board of
directors or equivalent governing body of the Borrower on a fully diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); 

(b) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent
governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing
body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or
other equivalent governing body was approved by individuals 

  
 5 








 
referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case
of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents
for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors); or 

(c) there occurs a “change of control” (or any other defined term having a similar purpose, but excluding any
“change of control” or similar defined term resulting solely from the failure of the Borrower’s common stock to be listed or quoted on a national securities exchange) as defined in the documents governing any other Indebtedness of the
Borrower or its Subsidiaries, the outstanding principal amount of which exceeds in the aggregate the Threshold Amount. 
 “Closing
Date” means October 6, 2014. 
 “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1
et seq.). 
 “Compliance Certificate” means a certificate substantially in the form of Exhibit 8.02. 

“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 EBITDA” means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus 
 (a) the
following (without duplication) to the extent deducted in calculating such Consolidated Net Income for such period: 
 (i)
Consolidated Interest Charges for such period; 
 (ii) the provision for federal, state, local and foreign income taxes
payable by the Borrower and its Subsidiaries for such period, including, without limitation, any franchise taxes or other taxes based on income, profits or capital and all other taxes that are included in the provision for income tax line item on
the consolidated income statement of the Borrower and its Subsidiaries for such period; 
 (iii) depreciation and
amortization expense (excluding, for avoidance of doubt, amortization of deferred commissions) for such period; 
 (iv) any
increases in deferred revenue for such period (net of any increases in deferred costs (which deferred costs, for avoidance of doubt, do not include deferred commissions) for such period); 

(v) all non-cash expenses or charges for such period (other than any such non-cash expenses or charges that represent an
accrual or reserve for future cash expenses or charges or that relate to the write-down of current assets), including, without limitation, non-cash stock based employee compensation expenses for such period and non-cash expenses or charges for such
period in connection with (A) “goodwill impairment losses” under FASB Statement 142 and (B) unrealized losses resulting from mark-to-market accounting in respect of Swap Contracts; and 

  
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 (vi) in connection with any Permitted Acquisition and any acquisition consummated
prior to the Closing Date but during the applicable reference period, all non-recurring restructuring costs, facilities relocation costs, acquisition integration costs and fees, including cash severance payments, and non-recurring fees and expenses,
in each case paid during such period in connection with such acquisition and within twelve (12) months of the completion of such acquisition; provided that the amount added back to Consolidated Net Income pursuant to this clause
(vi) in respect of any such costs, fees, payments and expenses paid in cash in connection with all Permitted Acquisitions and such other acquisitions consummated prior to the Closing Date shall not exceed $70,000,000 in the aggregate for any
period of four fiscal quarters of the Borrower; 
 minus 

(b) the following (without duplication) to the extent included in calculating such Consolidated Net Income: 

(i) any federal, state, local and foreign income tax credits and refunds, and other adjustments having a substantially similar
impact as an income tax credit or refund including but not limited to releases of deferred tax assets, in each case received during such period; 

(ii) any decreases in deferred revenue for such period (net of any decreases in deferred costs (which deferred costs, for
avoidance of doubt, do not include deferred commissions) for such period); and 
 (iii) all non-cash income or gains for such
period including, without limitation, unrealized gains resulting from mark-to-market accounting in respect of Swap Contracts. 

“Consolidated Funded Indebtedness” means, as of any date of determination with respect to the Borrower and its Subsidiaries
on a consolidated basis, without duplication, the sum of: (a) the outstanding principal amount of all obligations for borrowed money, whether current or long-term (including the Obligations) and all obligations evidenced by bonds, debentures,
notes, loan agreements or other similar instruments; (b) the outstanding principal amount of all purchase money Indebtedness; (c) all direct obligations under letters of credit (including standby and commercial), bankers’ acceptances,
bank guaranties, surety bonds and similar instruments, less the amount then cash-collateralized on commercially reasonable and customary terms; (d) all obligations in respect of the deferred purchase price of property or services (other than
(i) trade accounts payable, intercompany charges of expenses, deferred revenue and other accrued liabilities (including deferred payments in respect of services by employees), in each case incurred in the ordinary course of business, and
(ii) any earn-out obligation or other post-closing balance sheet adjustment prior to such time as it becomes a liability on the balance sheet of such Person in accordance with GAAP); (e) all Attributable Indebtedness; (f) all
obligations to purchase, redeem, retire, defease or otherwise make any payment (other than payments made solely in other Equity Interests that are not Disqualified Stock) prior to the Maturity Date in respect of any Disqualified Stock, valued, in
the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (g) all Guarantees with respect to Indebtedness of the types specified in clauses
(a) through (f) above of another Person; and (h) all Indebtedness of the types referred to in clauses (a) through (g) above of any partnership or joint venture (other than a joint venture that is itself a corporation or
limited liability company) in which any Loan Party or any Subsidiary is a general partner or joint venturer, except to the extent that Indebtedness is expressly made non-recourse to such Person. Notwithstanding the foregoing, “Consolidated
Funded Indebtedness” shall 

  
 7 








 
not include any obligations of the Borrower or any Subsidiary (i) classified as capital leases or Synthetic Lease Obligations, under GAAP or for other accounting purposes, but for which the
Borrower and its Subsidiaries do not make and are not required to make any cash payment or (ii) set forth on Schedule 1.01(b) to the Disclosure Letter. 

“Consolidated Interest Charges” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the sum
of, without duplication, (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with Indebtedness (including capitalized interest) or in connection with the deferred purchase price of assets, in each
case to the extent treated as interest in accordance with GAAP, plus (b) the portion of rent expense with respect to such period under capital leases that is treated as interest in accordance with GAAP plus (c) the implied
interest component of Synthetic Lease Obligations with respect to such period. 
 “Consolidated Interest Coverage Ratio”
means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the most recently completed four fiscal quarters to (b) Consolidated Interest Charges for such period. 

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness
as of such date to (b) Consolidated EBITDA for the most recently completed four fiscal quarters. 
 “Consolidated Net
Income” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, net income (excluding extraordinary gains and extraordinary losses) for that period. 

“Consolidated Total Assets” means, as of any date of determination with respect to the Borrower and its Subsidiaries on a
consolidated basis, the book value of total assets, as determined in accordance with GAAP. 
 “Contractual Obligation”
means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. 

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

“Convertible Debt Security” means any debt security the terms of which provide for the conversion thereof into Equity
Interests, cash or a combination of Equity Interests and cash, to the extent such debt security has not, as of any applicable date of determination, been so converted. 

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

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the
passage of time, or both, would be an Event of Default. 
 “Defaulting Lender” means, subject to
Section 2.16(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative
Agent and the Borrower in writing that 

  
 8 








 
such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be
specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any Issuing Lender, the Swingline Lender or any other Lender any other amount required to be paid by it (including in respect of its
participation in Letters of Credit or Swingline Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, any Issuing Lender or the Swingline Lender in writing that it does not intend to
comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such
Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed,
within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided
that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has,
(i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with
reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender
solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with
immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any
contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be
conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.16(b)) as of the date established therefor by the Administrative Agent in a written notice of such
determination, which shall be delivered by the Administrative Agent to the Borrower, each Issuing Lender, the Swingline Lender and each Lender. 

“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is, or its
government is, the subject or target of any Sanction. 
 “Disclosure Letter” means the disclosure letter dated as of the
date hereof delivered by the Borrower to the Administrative Agent for the benefit of the Lenders, as supplemented from time to time pursuant to Section 8.02(b). 

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition of any property by
any Loan Party or any Subsidiary, including any Sale and Leaseback Transaction and any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, but
excluding any Recovery Event. For avoidance of doubt, any write-off for accounting purposes shall not constitute a Disposition. 

“Disqualified Stock” means, with respect to any Person, any Equity Interests of such Person which, by their terms, or by the
terms of any security into which they are convertible or for which they are putable or exchangeable, or upon the happening of any event or condition, (a) matures or are mandatorily redeemable (other than solely as a result of a change of
control or asset sale, so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable)
pursuant to a 

  
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sinking fund obligation or otherwise, or are redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale, so long as any rights of the
holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable), in whole or in part, or otherwise has any
distributions or other payments which are mandatory or otherwise required at any time, in each case prior to the Maturity Date, or (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (x) debt
securities or (y) any Equity Interest referred to in clause (a) above; provided, however, that if such Equity Interests are issued to any plan for the benefit of employees of the Borrower or its Subsidiaries or by any such
plan to such employees, such Equity Interests shall not constitute Disqualified Stock solely because they may be required to be repurchased by the Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations. 

“Dollar” and “$” mean lawful money of the United States. 

“Domestic C Corp.” means a Domestic Subsidiary that is treated as a C-corporation for U.S. federal income tax purposes. 

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any state of the United States or the District
of Columbia. 
 “Eligible Assignee” means any Person that meets the requirements to be an assignee under Sections
12.06(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 12.06(b)(iii)). 

“Environmental Laws” means any and all federal, state, local and foreign statutes, laws, regulations, ordinances, rules,
judgments, orders, decrees or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and
discharges to waste or public systems. 
 “Environmental Liability” means any liability, contingent or otherwise (including
any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Loan Party or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or
(e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit
interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other
ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of
determination. Notwithstanding the foregoing, neither Convertible Debt Securities nor Permitted Call Spread Swap Agreements shall constitute Equity Interests. 

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

  
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 “ERISA Affiliate” means any trade or business (whether or not incorporated)
under common control with the Borrower within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the
Internal Revenue Code). 
 “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the
withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a substantial
cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA, (e) the institution by the PBGC of proceedings to terminate a
Pension Plan; (f) any event or condition which constitutes grounds under Section 4042(a) or (b) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any
Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Internal Revenue Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any material
liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate. 

“Eurodollar Reserve Percentage” means, for any day, the percentage which is in effect for such day as prescribed by the Board
of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar
category of liabilities for a member bank of the Federal Reserve System in New York City. 
 “Event of Default” has the
meaning specified in Section 10.01. 
 “Excluded Subsidiary” means (a) an Immaterial Subsidiary,
(b) a Foreign Subsidiary Holding Company, (c) a Subsidiary that is owned directly or indirectly by a Foreign Subsidiary (other than (i) a Domestic C Corp and (ii) a Domestic Subsidiary that is owned directly or indirectly by a
Domestic C Corp the income of which is treated for U.S. federal income tax purposes as income of such Domestic C Corp) and (d) any special purpose entity organized for a securitization transaction, factoring arrangement or other purpose related
to the segregation of assets permitted hereunder. 
 “Excluded Swap Obligation” means, with respect to any Guarantor, any
Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant under a Loan Document by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes
illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation thereof) by virtue of such Guarantor’s failure for any reason to constitute an
“eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 5.08 and any and all guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time
the Guaranty of such Guarantor, or grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract, such exclusion
shall apply to only the portion of such Swap Obligations that is attributable to Swap Contracts for which such Guaranty or security interest becomes illegal. 

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any 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)

  
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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 Lending Office located in, the jurisdiction imposing
such Tax (or any political subdivision thereof) or (ii) that are otherwise Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to
an applicable interest in a Loan or Revolving Credit Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Revolving Credit Commitment (other than pursuant to an assignment request by
the Borrower under Section 12.12) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 4.01(a)(ii), 4.01(a)(iii) or 4.01(c), amounts with respect to
such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to
comply with Section 4.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA. 
 “Existing
Convertible Notes” means the Borrower’s 0.25% convertible senior notes due April 1, 2018. 
 “Existing Credit
Agreement” means that certain Credit Agreement dated as of July 11, 2013 among the Borrower, the Guarantors party thereto, the Lenders party thereto and Bank of America, as administrative agent. 

“Extensions of Credit” means, as to any Lender at any time, (a) an amount equal to the sum of (i) the aggregate
principal amount of all Revolving Credit Loans made by such Lender then outstanding, (ii) such Lender’s Applicable Percentage of the L/C Obligations then outstanding and (iii) such Lender’s Applicable Percentage of the Swingline
Loans then outstanding, or (b) the making of any Loan or participation in any Letter of Credit or Swingline Loan by such Lender, as the context requires. 

“Facilities” means all real properties owned, leased or operated by any Loan Party or any Subsidiary. 

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board. 

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the Closing Date (or any amended or successor
version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal
Revenue Code. 
 “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on
overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day (or, if such day is not a Business Day, for the immediately preceding Business Day), as published by the Federal Reserve
Bank of New York on the Business Day next succeeding such day, provided that if such rate is not so published for any day which is a Business Day, the Federal Funds Rate shall be the average of the quotation for such day on such transactions
received by the Administrative Agent from three federal funds brokers of recognized standing selected by the Administrative Agent. 

“Fee Letters” means (a) the fee letter agreement dated September 4, 2014 among the Borrower, Wells Fargo, Bank of
America and the Arrangers, (b) the fee letter agreement dated September 4, 2014 among the Borrower, Wells Fargo and Wells Fargo Securities, LLC and (c) any letter between the Borrower and any Issuing Lender (other than Wells Fargo and
Bank of America) relating to certain fees payable to such Issuing Lender in its capacity as such. 

  
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 “Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that
is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the
United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. 
 “Foreign
Subsidiary” means any Subsidiary that is not a Domestic Subsidiary. 
 “Foreign Subsidiary Holding Company” means
any direct or indirect Subsidiary all or substantially all of the assets of which consist of, directly or indirectly, the Equity Interests in one or more CFCs. 

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

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to any Issuing Lender, such
Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations with respect to Letters of Credit issued by such Issuing Lender, other than such L/C Obligations as to which such Defaulting Lender’s participation obligation has
been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof and (b) with respect to the Swingline Lender, such Defaulting Lender’s Applicable Percentage of outstanding Swingline Loans other than Swingline
Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof. 

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or
otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities. 

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of
the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, consistently applied and as in effect from time to time. 

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining
to government (including any supra-national bodies such as the European Union or the European Central Bank). 
 “Guarantee”
means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other
obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation,
(iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation,
or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or
in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such 

  
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Indebtedness or other obligation is assumed by such Person; provided, however, that the term “Guarantee” shall not include any liability by endorsement of instruments for
collection or deposit in the ordinary course of business or any customary and reasonable indemnity obligations entered into in the ordinary course of business or in connection with any transaction permitted hereby. The amount of any Guarantee shall
be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in
respect thereof as determined by the guaranteeing Person in good faith (and in the case of clause (b) above, shall not exceed the fair market value of the assets (as determined by such Person in good faith) securing such Indebtedness or other
obligation) as at the date of determination. The term “Guarantee” as a verb has a corresponding meaning. 

“Guarantors” means, collectively, (a) each Domestic Subsidiary of the Borrower identified as a “Guarantor” on
the signature pages hereto, (b) each Person that joins as a Guarantor pursuant to Section 8.12 or otherwise, (c) with respect to (i) Obligations under any Specified Hedge Agreement, (ii) Obligations under any
Specified Cash Management Agreement and (iii) any Swap Obligation of a Specified Loan Party (determined before giving effect to Sections 5.01 and 5.08) under the Guaranty, the Borrower, and (d) the successors and permitted
assigns of the foregoing; provided, however, in no event shall an Excluded Subsidiary or a Foreign Subsidiary be required to become a Guarantor. 

“Guaranty” means the Guaranty made by the Guarantors in favor of the Administrative Agent and the other holders of the
Obligations pursuant to Article V. 
 “Hazardous Materials” means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other
substances or wastes of any nature regulated by any Governmental Authority pursuant to any Environmental Law. 
 “Hedge
Bank” means any Person that (i) at the time it enters into a Swap Contract, is a Lender or the Administrative Agent or an Affiliate of a Lender or the Administrative Agent, (ii) in the case of any Swap Contract in effect on or
prior to the Closing Date, is, as of the Closing Date or within 30 days thereafter, a Lender or the Administrative Agent or an Affiliate of a Lender or the Administrative Agent and a party to a Swap Contract or (iii) within 30 days after the
time it enters into the applicable Swap Contract, becomes a Lender, the Administrative Agent or an Affiliate of a Lender or the Administrative Agent, in each case, in its capacity as a party to such Swap Contract. 

“IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to
the relevant financial statements delivered under or referred to herein. 
 “Immaterial Subsidiary” means, as of any date
of determination, any Subsidiary that, on an unconsolidated basis, does not have (a) assets in excess of 5.0% of Consolidated Total Assets as set forth on the most recent financial statements delivered pursuant to Section 8.01(a) or
(b), or (b) four quarter revenues in excess of 5.0% of the consolidated revenues of the Borrower and its Subsidiaries as set forth on the most recent financial statements delivered pursuant to Section 8.01(a) or (b);
provided that, if at any time the aggregate amount of revenues or assets attributable to all Domestic Subsidiaries that are Immaterial Subsidiaries exceeds fifteen percent (15%) of consolidated revenues of the Borrower and its
Subsidiaries for any such period or fifteen percent (15%) of Consolidated Total Assets as of the end of any such fiscal quarter, the Borrower shall designate sufficient Domestic Subsidiaries as “Material Subsidiaries” to eliminate
such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Material Subsidiaries. 

  
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 “Increased Amount Date” has the meaning assigned thereto in
Section 2.14(a). 
 “Incremental Lender” has the meaning assigned thereto in Section 2.14(a). 

“Incremental Revolving Credit Commitment” has the meaning assigned thereto in Section 2.14(a). 

“Incremental Revolving Credit Increase” has the meaning assigned thereto in Section 2.14(a). 

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not
included as indebtedness or liabilities in accordance with GAAP: 
 (a) all obligations for borrowed money and all
obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; 
 (b) the
maximum amount available to be drawn under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; 

(c) the Swap Termination Value of any Swap Contract; 

(d) all obligations to pay the deferred purchase price of property or services (other than (i) trade accounts payable,
intercompany charges of expenses, deferred revenue and other accrued liabilities (including deferred payments in respect of services by employees), in each case incurred in the ordinary course of business, and (ii) any earn-out obligation or
other post-closing balance sheet adjustment prior to such time as it becomes a liability on the balance sheet of such Person in accordance with GAAP); 

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person
(including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse (provided that if such indebtedness is
non-recourse to such Person, the amount of such indebtedness will be the lesser of the fair market value of such property (as determined by such Person in good faith) as at the date of determination and the amount of indebtedness so secured); 

(f) all Attributable Indebtedness; 

(g) all obligations to purchase, redeem, retire, defease or make any payment (other than payments made solely in other Equity
Interests that are not Disqualified Stock) prior to the Maturity Date in respect of Disqualified Stock (valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued
and unpaid dividends); 
 (h) all Guarantees of such Person in respect of any of the foregoing; and 

(i) all Indebtedness of the types referred to in clauses (a) through (h) above of any partnership or joint venture
(other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. 

  
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 Notwithstanding the foregoing, “Indebtedness” shall not include any obligations of the
Borrower or any Subsidiary (i) classified as capital leases or Synthetic Lease Obligations, under GAAP or for other accounting purposes, but for which the Borrower and its Subsidiaries do not make and are not required to make any cash payment,
or (ii) set forth on Schedule 1.01(b) to the Disclosure Letter. 
 “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 Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

 “Indemnitees” has the meaning specified in Section 12.04(b). 

“Information” has the meaning specified in Section 12.07. 

“Interest Period” means, as to each LIBOR Rate Loan, the period commencing on the date such LIBOR Rate Loan is disbursed or
converted to or continued as a LIBOR Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Loan Notice and subject to availability; provided that: 

(a) the Interest Period shall commence on the date of advance of or conversion to any LIBOR Rate Loan and, in the case of
immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period expires; 

(b) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the
next succeeding Business Day; provided that if any Interest Period with respect to a LIBOR Rate Loan would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such
month, such Interest Period shall expire on the immediately preceding Business Day; 
 (c) any Interest Period with respect
to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the
relevant calendar month at the end of such Interest Period; 
 (d) no Interest Period shall extend beyond the Maturity Date;
and 
 (e) there shall be no more than ten (10) Interest Periods in effect at any time. 

“Internal Revenue Code” means the Internal Revenue Code of 1986. 

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of
(a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or
interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) an Acquisition. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without
adjustment for subsequent increases or decreases in the value of such Investment, less all repayments, dividends, distributions and other returns of capital received or realized from such Investment, in each case, in cash (or in the case of a
Guarantee, any reductions thereof without a corresponding payment in respect thereof). 

  
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 “IP Rights” has the meaning specified in Section 7.17. 

“IRS” means the United States Internal Revenue Service. 

“ISP98” means the International Standby Practices (1998 Revision, effective January 1, 1999), International Chamber of
Commerce Publication No. 590. 
 “Issuing Lender” means (a) Wells Fargo and (b) Bank of America, in each
case in its capacity as issuer of any Letter of Credit. 
 “Joinder Agreement” means a joinder agreement substantially in
the form of Exhibit 8.12 executed and delivered by a Domestic Subsidiary in accordance with the provisions of Section 8.12 or any other documents as the Administrative Agent shall deem appropriate for such purpose. 

“L/C Commitment” means, as to any Issuing Lender, the obligation of such Issuing Lender to issue Letters of Credit for the
account of the Borrower or one or more of its Subsidiaries from time to time in an aggregate amount equal to the amount set forth opposite the name of each such Issuing Lender on Schedule 2.01, as such amount may be changed after the Closing
Date in a written agreement between the Borrower and such Issuing Lender (which such agreement shall be promptly delivered to the Administrative Agent upon execution); provided that the L/C Commitment with respect to any Person that ceases to
be an Issuing Lender for any reason pursuant to the terms hereof shall be $0 (subject to the Letters of Credit of such Person remaining outstanding in accordance with the provisions hereof). 

“L/C Facility” means the letter of credit facility established pursuant to Article III. 

“L/C Obligations” means at any time, an amount equal to the sum of (a) the aggregate undrawn and unexpired amount of the
then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit which have not then been reimbursed pursuant to Section 3.05. 

“L/C Participants” means, with respect to any Letter of Credit, the collective reference to all the Lenders other than the
applicable Issuing Lender. 
 “L/C Sublimit” means the lesser of (a) $50,000,000 and (b) the Revolving Credit
Commitment. 
 “Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules,
guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration
thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law. 

“Lender Joinder Agreement” means a joinder agreement in form and substance reasonably satisfactory to the Administrative
Agent delivered in connection with Section 2.14. 
 “Lenders” means each of the Persons identified as a
“Lender” on the signature pages hereto, each other Person that becomes a “Lender” in accordance with this Agreement and their successors and assigns (other than any Person that ceases to be a party hereto as a Lender pursuant to
an Assignment and Assumption). Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender. 

  
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 “Lending Office” means, as to any Lender, the office or offices of such Lender
described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent. 

“Letter of Credit Application” means an application, in the form specified by the applicable Issuing Lender from time to
time, requesting such Issuing Lender to issue a Letter of Credit. 
 “Letters of Credit” means the collective reference to
letters of credit issued pursuant to Section 3.01. Notwithstanding anything to the contrary contained herein, a letter of credit issued by any Issuing Lender (other than Wells Fargo at any time it is also acting as Administrative Agent)
pursuant to Section 3.01 shall not be a “Letter of Credit” for purposes of the Loan Documents until such time as the Administrative Agent has been notified in writing of the issuance thereof by the applicable Issuing Lender.

 “Leverage Increase Period” has the meaning specified in Section 9.10(a). 

“LIBOR” means, 

(a) for any interest rate calculation with respect to a LIBOR Rate Loan, the rate of interest per annum determined on the basis of the rate
for deposits in Dollars for a period equal to the applicable Interest Period which appears on Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) two (2) London Banking Days prior to the
first day of the applicable Interest Period. If, for any reason, such rate does not appear on Reuters Screen LIBOR01 Page (or any applicable successor page), then “LIBOR” shall be determined by the Administrative Agent to be the arithmetic
average of the rate per annum at which deposits in Dollars would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) two (2) London Banking Days prior to the first
day of the applicable Interest Period for a period equal to such Interest Period. 
 (b) for any interest rate calculation with respect to a
Base Rate Loan, the rate of interest per annum determined on the basis of the rate for deposits in Dollars for an Interest Period equal to one month (commencing on the date of determination of such interest rate) which appears on the Reuters Screen
LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) on such date of determination, or, if such date is not a Business Day, then the immediately preceding Business Day. If, for any reason, such rate does not
appear on Reuters Screen LIBOR01 Page (or any applicable successor page) then “LIBOR” for such Base Rate Loan shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars
would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) on such date of determination for a period equal to one month commencing on such date of determination. 

Each calculation by the Administrative Agent of LIBOR shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding
the foregoing, if LIBOR shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. 
 “LIBOR
Rate” means a rate per annum determined by the Administrative Agent pursuant to the following formula: 
  

									
		 	LIBOR Rate =	  		  	 LIBOR
	  	
		 		  		  	        1.00-Eurodollar Reserve Percentage        	  	


  
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 “LIBOR Rate Loan” means any Loan bearing interest at a rate based upon the LIBOR
Rate as provided in Section 2.07(a). 
 “Lien” means any mortgage, pledge, hypothecation, assignment for
security, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title
retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing). 

“Liquidity” means availability under the Revolving Credit Facility plus unrestricted consolidated cash and Cash
Equivalents of the Borrower and its Subsidiaries. 
 “Loan” means an extension of credit by a Lender to the Borrower under
Article II in the form of a Revolving Credit Loan or a Swingline Loan. 
 “Loan Documents” means this Agreement,
each Note, each Letter of Credit Application, each Joinder Agreement, each Lender Joinder Agreement, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.15 of this Agreement, the Fee
Letters and any other agreement, instrument or document designated by its terms as a “Loan Document” (but specifically excluding Specified Hedge Agreements and any Specified Cash Management Agreements). 

“Loan Parties” means, collectively, the Borrower and each Guarantor. 

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London
interbank eurodollar market. 
 “Master Agreement” has the meaning specified in the definition of “Swap
Contract.” 
 “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect
upon, the operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies, taken as a
whole, of the Administrative Agent or any Lender under any Loan Document, or a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon
the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party. 

“Material Subsidiary” means any Subsidiary other than an Immaterial Subsidiary. 

“Maturity Date” means the earliest to occur of (a) October 6, 2019 (or, if such date is not a Business Day, the
next preceding Business Day), (b) the date of termination of the entire Revolving Credit Commitment by the Borrower pursuant to Section 2.05, (c) the date of termination of the Revolving Credit Commitment pursuant to
Section 10.02 and (d) the date that is 91 days prior to the maturity of the Existing Convertible Notes unless, in the case of this clause (d), (i) prior to such date the Existing Convertible Notes have been repaid, converted or
refinanced in full to a maturity that is not earlier than January 6, 2020, or (ii) as of such date the Consolidated Leverage Ratio is less than 3.00 to 1.00 and Liquidity is at least 1.25 times the aggregate outstanding principal balance
of the Existing Convertible Notes. 
 “Minimum Collateral Amount” means, at any time, (a) with respect to Cash
Collateral consisting of cash or deposit account balances, an amount equal to 105% of the sum of (i) the Fronting Exposure of 

  
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the Issuing Lender with respect to Letters of Credit issued and outstanding at such time and (ii) the Fronting Exposure of the Swingline Lender with respect to all Swingline Loans
outstanding at such time and (b) otherwise, an amount reasonably determined by the Administrative Agent and each of the applicable Issuing Lenders that is entitled to Cash Collateral hereunder at such time in their sole discretion. 

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto. 

“Multiemployer Plan” means any employee benefit plan described in Section 4001(a)(3) of ERISA, to which the Borrower or
any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions. 

“Multiple Employer Plan” means a Plan that (a) has two or more contributing sponsors (including the Borrower or any
ERISA Affiliate) at least two of whom are not under common control and (b) is described in Section 4064 of ERISA. 

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the
approval of all Lenders or all affected Lenders in accordance with the terms of Section 12.01 and (ii) has been approved by the Required Lenders. 

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time. 

“Note” means a promissory note made by the Borrower in favor of a Lender evidencing the Loans made by such Lender,
substantially in the form attached as Exhibit 2.11(a). 
 “Notice of Account Designation” has the meaning assigned
thereto in Section 2.03(b). 
 “Notice of Borrowing” has the meaning assigned thereto in
Section 2.03(a). 
 “Notice of Conversion/Continuation” has the meaning assigned thereto in
Section 2.08. 
 “Notice of Prepayment” has the meaning assigned thereto in Section 2.04(c). 

“Obligations” means with respect to the each Loan Party (i) all advances to, and debts, liabilities, obligations,
covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, and (ii) all obligations of any Loan Party owing to a Cash Management Bank or a Hedge Bank in respect of
Specified Cash Management Agreements or Specified Hedge Agreements, in each case identified in clauses (i) and (ii) whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now
existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such
proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided, however, that the “Obligations” of a Guarantor shall exclude any Excluded Swap Obligations with respect to such
Guarantor and “Obligations” shall exclude obligations arising from any Permitted Call Spread Swap Agreements. 

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury. 

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

“Other Taxes” means 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, any Loan Document, except any such Taxes that
are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 4.06). 

“Participant” has the meaning specified in Section 12.06(d). 

“Participant Register” has the meaning specified in Section 12.06(d). 

“PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)). 

“PBGC” means the Pension Benefit Guaranty Corporation. 

“Pension Act” means the Pension Protection Act of 2006. 

“Pension Funding Rules” means the rules of the Internal Revenue Code and ERISA regarding minimum required contributions
(including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Internal Revenue Code and Section 302 of ERISA, each as in
effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Internal Revenue Code and Sections 302, 303, 304 and 305 of ERISA. 

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is
(a) maintained or contributed to by the Borrower and any ERISA Affiliate and (b) either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Internal Revenue Code. 

“Permitted Acquisition” means an Investment consisting of an Acquisition by the Borrower or any Subsidiary, provided
that (a) no Default shall have occurred and be continuing or would result from such Acquisition, (b) the property acquired (or the property of the Person acquired) in such Acquisition is used or useful in the same or a similar line
of business as the Borrower and its Subsidiaries were engaged in on the Closing Date (or any reasonable extensions or expansions thereof), (c) in the case of an 

  
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Acquisition of the Equity Interests of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition, (d) upon
giving effect to such Acquisition (and any related incurrence of Indebtedness) on a Pro Forma Basis, the Loan Parties shall be in compliance with the financial covenants set forth in Section 9.10 as of the most recent fiscal quarter end
for which the Borrower was required to deliver financial statements pursuant to Section 8.01(a) or (b), and (e) if (i) the Consolidated Leverage Ratio (calculated on a Pro Forma Basis (giving effect to such Acquisition
and any related incurrence of Indebtedness) as of the most recent fiscal quarter end for which the Borrower was required to deliver financial statements pursuant to Section 8.01(a) or (b)) is greater than 2.50 to 1.00 and
(ii) the aggregate cash consideration (excluding the estimated value of any contingent earn-out obligations) paid for such Acquisition exceeds $200,000,000 (determined at the time such Acquisition is consummated), at least one Business Day
prior to the consummation of such Acquisition, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating compliance with the foregoing clause (d). 

“Permitted Call Spread Swap Agreements” means (a) any Swap Contract (including, but not limited to, any bond hedge
transaction or capped call transaction) pursuant to which the Borrower acquires an option requiring the counterparty thereto to deliver to the Borrower shares of common stock of the Borrower, the cash value of such shares or a combination thereof
from time to time upon exercise of such option and (b) any Swap Contract pursuant to which the Borrower issues to the counterparty thereto warrants to acquire common stock of the Borrower (whether such warrant is settled in shares, cash or a
combination thereof), in each case entered into by the Borrower in connection with the issuance of Convertible Debt Securities; provided that (i) the terms, conditions and covenants of each such Swap Contract are customary for Swap
Contracts of such type (as reasonably determined by the Board of Directors of the Borrower in good faith) and (ii) in the case of clause (b) above, such Swap Contract is classified as an equity instrument in accordance with GAAP, and the
settlement of such Swap Contract does not require the Borrower to make any payment in cash or cash equivalents that would disqualify such Swap Contract from so being classified as an equity instrument. For purposes of this definition, the term
“Swap Contract” shall include any stock option or warrant agreement for the purchase of Equity Interests of the Borrower. 

“Permitted Liens” means, at any time, Liens in respect of property of any Loan Party or any Subsidiary permitted to exist at
such time pursuant to the terms of Section 9.01. 
 “Permitted Transfers” means (a) Dispositions of
inventory in the ordinary course of business; (b) Dispositions of property (i) by a Loan Party to a Loan Party, (ii) by a Subsidiary that is not a Loan Party to a Subsidiary that is not a Loan Party, and (iii) by the Borrower or
any Subsidiary to the Borrower or any Subsidiary in the ordinary course of business; (c) Dispositions of accounts receivable in connection with the collection or compromise thereof; (d) licenses, sublicenses, leases or subleases granted to
others (including intercompany licensing of intellectual property between the Borrower and any Subsidiary or between Subsidiaries in connection with cost-sharing arrangements, distribution, marketing, make-sell and other similar arrangements) not
interfering in any material respect with the business of the Borrower and its Subsidiaries; (e) the Disposition of cash or Cash Equivalents in a manner not prohibited by the terms of this Agreement; (f) the sale, conveyance, transfer or
other disposition of certain property set forth on Schedule 1.01(a) to the Disclosure Letter, (g) to the extent constituting Dispositions, Restricted Payments permitted by Section 9.06 and Investments permitted by
Section 9.02; (h) the granting, creation or existence of a Permitted Lien; (i) the surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims, in each case in
the ordinary course of business; (j) Dispositions of machinery and equipment and other worn out, surplus or obsolete property no longer used or useful in the conduct of business of the Borrower and its Subsidiaries that are Disposed of in the
ordinary course of business; (k) Dispositions of used equipment for fair market value (as reasonably determined by the Borrower) in the ordinary course of business, (l) Dispositions of products and/or


  
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services or other assets of the Borrower or any of its Subsidiaries, either directly or through the Disposition of all or a portion of the Equity Interests of Subsidiaries (other than Material
Subsidiaries), that the Borrower has reasonably determined, in good faith, are not material to the operations or financial condition of the Borrower and its Subsidiaries taken as a whole, the fair market value (as reasonably determined by the
Borrower) of all such Dispositions under this clause (l) in any fiscal year of the Borrower not to exceed $20,000,000 in the aggregate taken together with (but without duplication of) all Restricted Payments made in reliance on
Section 9.06(l) in such fiscal year, (m) Dispositions permitted by Section 9.04, (n) the transfer of improvements or alterations in connection with any lease of any property upon the termination of the lease
therefor, (o) any qualifying like-kind exchange of property (including any boot thereon) under Section 1031 of the Internal Revenue Code for use in the business of the Borrower and its Subsidiaries, (p) Dispositions of minority Equity
Interests in an amount (determined based on the amount invested by the Borrower or its Subsidiary in such Person) not to exceed $10,000,000 in any fiscal year, and (q) the abandoning, lapse or transfer of any trademark, domain name or other IP
Rights that are not material to the business of the Borrower and its Subsidiaries, taken as a whole. 
 “Person” means any
natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. 

“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan),
maintained for employees of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees. 

“Platform” has the meaning specified in Section 8.02. 

“Prime Rate” means, at any time, the rate of interest per annum publicly announced from time to time by the Administrative
Agent as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties hereto acknowledge that the rate announced publicly by the Administrative Agent as
its prime rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks. 

“Pro Forma Basis” means, with respect to any transaction, that for purposes of calculating the financial covenants set forth
in Section 9.10, such transaction shall be deemed to have occurred as of the first day of the most recent four fiscal quarter period preceding the date of such transaction for which financial statements were required to be delivered
pursuant to Section 8.01(a) or 8.01(b). In connection with the foregoing, (a) with respect to any Disposition or Recovery Event, (i) income statement and cash flow statement items (whether positive or negative)
attributable to the property disposed of shall be excluded to the extent relating to any period occurring prior to the date of such transaction and (ii) Indebtedness which is retired shall be excluded and deemed to have been retired as of the
first day of the applicable period and (b) with respect to any Acquisition, (i) income statement and cash flow statement items attributable to the Person or property acquired shall be included to the extent relating to any period
applicable in such calculations to the extent (A) such items are not otherwise included in such income statement and cash flow statement items for the Borrower and its Subsidiaries in accordance with GAAP or in accordance with any defined terms
set forth in Section 1.01 and (B) such items are supported by financial statements or other information reasonably satisfactory to the Administrative Agent and (ii) any Indebtedness incurred or assumed by any Loan Party or any
Subsidiary (including the Person or property acquired) in connection with such transaction and any Indebtedness of the Person or property acquired which is not retired in connection with such transaction (A) shall be deemed to have been
incurred as of the first day of the applicable period and (B) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by


  
 23 








 
utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination. 

“Pro Forma Compliance Certificate” means a certificate of a Responsible Officer of the Borrower containing reasonably
detailed calculations of the financial covenants set forth in Section 9.10 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower was required to deliver financial statements
pursuant to Section 8.01(a) or (b) after giving effect to the applicable transaction on a Pro Forma Basis. For the avoidance of doubt, pro forma financial statements are not required to accompany any Pro Forma Compliance
Certificate. 
 “Public Lender” has the meaning specified in Section 8.02. 

“Qualified ECP Guarantor” means, at any date of determination, each Loan Party with total assets exceeding $10,000,000 or
that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under
Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 
 “Recipient” means the Administrative Agent, any Lender, any
Issuing Lender or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder. 

“Recovery Event” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any
property of any Loan Party or any Subsidiary. 
 “Register” has the meaning specified in Section 12.06(c). 

“Reimbursement Obligation” means the obligation of the Borrower to reimburse any Issuing Lender pursuant to
Section 3.05 for amounts drawn under Letters of Credit issued by such Issuing Lender. 
 “Related Parties”
means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates. 

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the
thirty-day notice period has been waived under ERISA (including any PBGC regulations). 
 “Required Lenders” means, at any
time, Lenders having Total Credit Exposures at such time representing more than 50% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

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

  
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 “Restricted Payment” means any dividend or other distribution (whether in cash,
securities or other property) with respect to any Equity Interests of any Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement,
defeasance, acquisition, cancellation or termination of any such Equity Interests or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Person thereof), or any option, warrant or other
right to acquire any such dividend or other distribution or payment. For the avoidance of doubt, (a) the conversion of (including any cash settlement payment upon conversion), or payment of any principal or premium on, or payment of any
interest with respect to, any Convertible Debt Securities shall not constitute a Restricted Payment and (b) any payment with respect to, or early unwind or settlement of, any Permitted Call Spread Swap Agreement shall not constitute a
Restricted Payment. 
 “Revolving Credit Commitment” means (a) as to any Lender, the obligation of such Lender to make
Revolving Credit Loans to, and to purchase participations in L/C Obligations and Swingline Loans for the account of, the Borrower hereunder in an aggregate principal amount at any time outstanding not to exceed the amount set forth opposite such
Lender’s name on the Register, as such amount may be modified at any time or from time to time pursuant to the terms hereof (including, without limitation, Section 2.14) and (b) as to all Lenders, the aggregate commitment of
all Lenders to make Revolving Credit Loans, as such amount may be modified at any time or from time to time pursuant to the terms hereof (including, without limitation, Section 2.14). The aggregate Revolving Credit Commitment of all the
Lenders on the Closing Date shall be $650,000,000. The initial Revolving Credit Commitment of each Lender is set forth opposite the name of such Lender on Schedule 2.01. 

“Revolving Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its
outstanding Revolving Credit Loans and such Lender’s participation in L/C Obligations and Swingline Loans at such time. 

“Revolving Credit Facility” means the revolving credit facility established pursuant to Article II (including any
increase in such revolving credit facility established pursuant to Section 2.14). 
 “Revolving Credit Loan”
means any revolving loan made to the Borrower pursuant to Section 2.01, and all such revolving loans collectively as the context requires. 

“Revolving Credit Outstandings” means the sum of (a) with respect to Revolving Credit Loans and Swingline Loans
on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Revolving Credit Loans and Swingline Loans, as the case may be, occurring on such date; plus (b) with
respect to any L/C Obligations on any date, the aggregate outstanding amount thereof on such date after giving effect to any Extensions of Credit occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such
date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date. 

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of McGraw Hill Financial, Inc. and any
successor thereto. 
 “Sale and Leaseback Transaction” means, with respect to any Person, any arrangement, directly or
indirectly, whereby such Person shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the
same purpose or purposes as the property being sold or transferred. 

  
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 “Sanction(s)” means any economic or financial sanctions or trade embargoes
imposed, administered or enforced by the United States Government (including, without limitation, OFAC or the U.S. Department of State), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions
authority. 
 “SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its
principal functions. 
 “Securitization Transaction” means, with respect to any Person, any financing transaction or series
of financing transactions (including factoring arrangements) pursuant to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future
lease payments or residuals or similar rights to payment to a special purpose subsidiary or affiliate of such Person. 

“Solvent” or “Solvency” means, with respect to any Person as of a particular date, that on such date
(a) such Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the ordinary course of business, (b) such Person does not intend to, and does not believe that it will, incur
debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature in the ordinary course of business, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business
or a transaction, for which such Person’s property would constitute unreasonably small capital, (d) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such
Person and (e) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured. The amount of contingent
liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. 

“Specified Cash Management Agreement” means any Cash Management Agreement that is entered into by and between any Loan Party
and any Cash Management Bank with respect to such Cash Management Agreement. For the avoidance of doubt, a holder of Obligations in respect of Specified Cash Management Agreements shall be subject to the last paragraph of Section 10.03
and Section 11.11. 
 “Specified Hedge Agreement” means any Swap Contract that is entered into by and between
any Loan Party and any Hedge Bank with respect to such Swap Contract. For the avoidance of doubt, a holder of Obligations in respect of Specified Hedge Agreements shall be subject to the last paragraph of Section 10.03 and
Section 11.11. 
 “Specified Loan Party” has the meaning specified in Section 5.08. 

“Subordinated Indebtedness” means Indebtedness of the Borrower or any Subsidiary which by its terms is subordinated in right
of payment to the prior payment of the Obligations. 
 “Subsidiary” of a Person means a corporation, partnership, joint
venture, limited liability company or other business entity of which a majority of the shares of Voting Stock is at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more
intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower. 

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate
transactions, commodity swaps, commodity options, forward commodity 

  
 26 








 
contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any
combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related
confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other
master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement. For the avoidance of doubt, the following shall not
be deemed a “Swap Contract”: (i) any phantom stock or similar plan (including any stock option plan) providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the
Borrower or the Subsidiaries, (ii) any stock option or warrant agreement for the purchase of Equity Interests of the Borrower, (iii) the purchase of Equity Interests or Indebtedness (including securities convertible into Equity Interests)
of Borrower pursuant to delayed delivery contracts or (iv) any of the foregoing to the extent that it constitutes a derivative embedded in a convertible security issued by the Borrower. 

“Swap Obligations” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or
transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act. 
 “Swap
Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap
Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for
such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). 

“Swingline Commitment” means the lesser of (a) $25,000,000 and (b) the Revolving Credit Commitment. 

“Swingline Facility” means the swingline facility established pursuant to Section 2.02. 

“Swingline Lender” means Wells Fargo in its capacity as swingline lender hereunder or any successor thereto. 

“Swingline Loan” means any swingline loan made by the Swingline Lender to the Borrower pursuant to Section 2.02,
and all such swingline loans collectively as the context requires. 
 “Synthetic Lease Obligation” means the monetary
obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but
which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment). 

  
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 “Taxes” 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. 

“Threshold Amount” means $100,000,000. 

“Total Credit Exposure” means, as to any Lender at any time, the unused Revolving Credit Commitment and Revolving Credit
Exposure of such Lender at such time. 
 “United States” and “U.S.” mean the United States of America. 

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the
Internal Revenue Code. 
 “U.S. Tax Compliance Certificate” has the meaning specified in
Section 4.01(e)(ii)(B)(III). 
 “Voting Stock” means, with respect to any Person, Equity Interests issued by
such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the
happening of such a contingency. 
 “Wells Fargo” means Wells Fargo Bank, National Association, a national banking
association. 
  

	 	1.02	Other Interpretive Provisions. 

 With reference to this Agreement and each other
Loan Document, unless otherwise specified herein or in such other Loan Document: 
 (a) The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word
“shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement,
instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein or in any other Loan Document),
(ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar
import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions
consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words
“asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all assets and properties, tangible and intangible, real and personal, including cash, securities, accounts and
contract rights. 

  
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 (b) In the computation of periods of time from a specified date to a later
specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means
“to and including.” 
 (c) Section headings herein and in the other Loan Documents are included for
convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. 
  

	 	1.03	Accounting Terms. 

 (a) Generally. All accounting
terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in
conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the
foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Loan Parties and their Subsidiaries shall be deemed to be carried at 100% of the
outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. 

(b) Changes in GAAP. If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of
any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or
requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder
setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis
consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such
changes, as provided for above. 
 (c) Calculations. Notwithstanding the above, the parties hereto acknowledge and
agree that all calculations of the financial covenants in Section 9.10 (including for purposes of determining the Applicable Margin) shall be made on a Pro Forma Basis with respect to (i) any Disposition of all of the Equity
Interests of, or all or substantially all of the assets of, a Subsidiary, (ii) any Disposition of a line of business or division of any Loan Party or Subsidiary, or (iii) any Acquisition, in each case, occurring during the applicable
period. 
  

	 	1.04	Rounding. 

 Any financial ratios required to be maintained by the Borrower
pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down
to the nearest number (with a rounding-up if there is no nearest number). 

  
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	 	1.05	Times of Day. 

 Unless otherwise specified, all references herein to times of day
shall be references to Pacific time (daylight or standard, as applicable). 
  

	 	1.06	Letter of Credit Amounts. 

 Unless otherwise specified, all references herein to
the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Letter of Credit Application therefor (at
the time specified therefor in such applicable Letter of Credit or Letter of Credit Application and as such amount may be reduced by (a) any permanent reduction of such Letter of Credit or (b) any amount which is drawn, reimbursed and no
longer available under such Letter of Credit). 
  

	 	1.07	Covenant Compliance Generally. 

 For purposes of determining compliance under
Sections 9.01, 9.02, 9.03, 9.05 and 9.06, any amount in a currency other than Dollars will be converted to Dollars in a manner consistent with that used in calculating Consolidated Net Income in the most recent
annual financial statements of the Borrower and its Subsidiaries delivered pursuant to Section 8.01(a). Notwithstanding the foregoing, for purposes of determining compliance with Sections 9.01, 9.02 and 9.03, with
respect to any amount of Indebtedness or Investment in a currency other than Dollars, no breach of any subsection contained in such Sections shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time
such Indebtedness or Investment is incurred; provided that for the avoidance of doubt, the foregoing provisions of this Section 1.07 shall otherwise apply to such Sections, including with respect to determining whether any Lien,
Indebtedness or Investment may be incurred at any time under such Sections. 
 ARTICLE II 

REVOLVING CREDIT FACILITY 
  

	 	2.01	Revolving Credit Loans. 

 Subject to the terms and conditions of this Agreement
and the other Loan Documents, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents, each Lender severally agrees to make Revolving Credit Loans to the Borrower from time to time from the
Closing Date to, but not including, the Maturity Date as requested by the Borrower in accordance with the terms of Section 2.03; provided, that (a) the Revolving Credit Outstandings shall not exceed the Revolving Credit
Commitment and (b) the Revolving Credit Exposure of any Lender shall not at any time exceed such Lender’s Revolving Credit Commitment. Each Revolving Credit Loan by a Lender shall be in a principal amount equal to such Lender’s
Applicable Percentage of the aggregate principal amount of Revolving Credit Loans requested on such occasion. Subject to the terms and conditions hereof, the Borrower may borrow, repay and reborrow Revolving Credit Loans hereunder until the Maturity
Date. 
  

	 	2.02	Swingline Loans. 

 (a) Availability. Subject to the terms
and conditions of this Agreement and the other Loan Documents, including, without limitation, Section 6.02(d) of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan


  
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Documents, the Swingline Lender may, in its sole discretion, make Swingline Loans to the Borrower from time to time from the Closing Date to, but not including, the Maturity Date;
provided, that (i) after giving effect to any amount requested, the Revolving Credit Outstandings shall not exceed the Revolving Credit Commitment and (ii) the aggregate principal amount of all outstanding Swingline Loans (after
giving effect to any amount requested) shall not exceed the Swingline Commitment. 
 (b) Refunding. 

(i) Swingline Loans shall be refunded by the Lenders on demand by the Swingline Lender. Such refundings shall be made by the
Lenders in accordance with their respective Applicable Percentages and shall thereafter be reflected as Revolving Credit Loans of the Lenders on the books and records of the Administrative Agent. Each Lender shall fund its respective Applicable
Percentage of Revolving Credit Loans as required to repay Swingline Loans outstanding to the Swingline Lender upon demand by the Swingline Lender but in no event later than 1:00 p.m. on the next succeeding Business Day after such demand is made. No
Lender’s obligation to fund its respective Applicable Percentage of a Swingline Loan shall be affected by any other Lender’s failure to fund its Applicable Percentage of a Swingline Loan, nor shall any Lender’s Applicable Percentage
be increased as a result of any such failure of any other Lender to fund its Applicable Percentage of a Swingline Loan. 

(ii) The Borrower shall pay to the Swingline Lender on demand the amount of such Swingline Loans to the extent amounts received
from the Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. In addition, the Borrower hereby authorizes the Administrative Agent to charge any account maintained by the Borrower with the
Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of such Swingline Loans to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding Swingline
Loans requested or required to be refunded. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered
shall be ratably shared among all the Lenders in accordance with their respective Applicable Percentages (unless the amounts so recovered by or on behalf of the Borrower pertain to a Swingline Loan extended after the occurrence and during the
continuance of an Event of Default of which the Administrative Agent has received notice in the manner required pursuant to Section 11.03 and which such Event of Default has not been waived by the Required Lenders or the Lenders, as
applicable). 
 (iii) Each Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with
the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Article VI. Further, each Lender agrees and
acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section, one of the events described in Section 10.01(f) or (g) shall have occurred, each Lender will, on the date the applicable
Revolving Credit Loan would have been made, purchase an undivided participating interest in the Swingline Loan to be refunded in an amount equal to its Applicable Percentage of the aggregate amount of such Swingline Loan. Each Lender will
immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and 

  
 31 








 
upon receipt thereof the Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amount. Whenever, at any
time after the Swingline Lender has received from any Lender such Lender’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender its
participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded). 

(c) Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, this
Section 2.02 shall be subject to the terms and conditions of Section 2.15 and Section 2.16. 
  

	 	2.03	Procedure for Advances of Revolving Credit Loans and Swingline Loans. 


(a) Requests for Borrowing. The Borrower shall give the Administrative Agent irrevocable prior written notice
substantially in the form of Exhibit 2.03(a) (a “Notice of Borrowing”) not later than 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and each Swingline Loan and (ii) at least three
(3) Business Days before each LIBOR Rate Loan, of its intention to borrow, specifying (A) the date of such borrowing, which shall be a Business Day, (B) the amount of such borrowing, which shall be, (x) with respect to Base Rate
Loans (other than Swingline Loans) in an aggregate principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the remaining available amount of the Revolving Credit Commitment), (y) with respect to LIBOR
Rate Loans in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the remaining available amount of the Revolving Credit Commitment) and (z) with respect to Swingline Loans in an
aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the remaining available amount of the Swingline Commitment), (C) whether such Loan is to be a Revolving Credit Loan or Swingline Loan,
(D) in the case of a Revolving Credit Loan whether such Loan is to be a LIBOR Rate Loan or a Base Rate Loan, and (E) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto. If the Borrower fails to specify
a type of Loan in a Notice of Borrowing, then the applicable Loans shall be made as Base Rate Loans. If the Borrower requests a Borrowing of LIBOR Rate Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed
to have specified an Interest Period of one month. A Notice of Borrowing received after 11:00 a.m. shall be deemed received on the next Business Day. The Administrative Agent shall promptly notify the Lenders of each Notice of Borrowing. 

(b) Disbursement of Revolving Credit and Swingline Loans. Not later than 1:00 p.m. on the proposed borrowing date, (i) each Lender
will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, such Lender’s Applicable Percentage of the Revolving Credit
Loans to be made on such borrowing date and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the
Administrative Agent, the Swingline Loans to be made on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section in immediately available
funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form attached as Exhibit 2.03(b) (a “Notice of Account Designation”) delivered
by the Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 2.13 hereof, the Administrative Agent shall not be obligated to disburse
the 

  
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portion of the proceeds of any Revolving Credit Loan requested pursuant to this Section to the extent that any Lender has not made available to the Administrative Agent its Applicable Percentage
of such Loan. Revolving Credit Loans to be made for the purpose of refunding Swingline Loans shall be made by the Lenders as provided in Section 2.02(b). 
  

	 	2.04	Repayment and Prepayment of Revolving Credit and Swingline Loans. 

 (a)
Repayment on Termination Date. The Borrower hereby agrees to repay the outstanding principal amount of (i) all Revolving Credit Loans in full on the Maturity Date, and (ii) all Swingline Loans in accordance with
Section 2.02(b) (but, in any event, no later than the Maturity Date), together, in each case, with all accrued but unpaid interest thereon. 

(b) Mandatory Prepayments. If at any time the Revolving Credit Outstandings exceed the Revolving Credit Commitment, the Borrower agrees
to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, Extensions of Credit in an amount equal to such excess with each such repayment applied first, to the
principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Credit Loans and third, with respect to any Letters of Credit then outstanding, a payment of Cash Collateral into a Cash
Collateral account opened by the Administrative Agent, for the benefit of the Lenders, in an amount equal to such excess (such Cash Collateral to be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and
the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis). 

(c) Optional Prepayments. The Borrower may at any time and from time to time prepay, without premium or penalty,
Revolving Credit Loans and Swingline Loans, in whole or in part, with irrevocable prior written notice to the Administrative Agent substantially in the form attached as Exhibit 2.04(c) (a “Notice of Prepayment”) given not
later than 11:00 a.m. (i) on the same Business Day as the prepayment of each Base Rate Loan and each Swingline Loan and (ii) at least three (3) Business Days before the prepayment of each LIBOR Rate Loan, specifying the date and
amount of prepayment and whether the prepayment is of LIBOR Rate Loans, Base Rate Loans, Swingline Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of such notice, the Administrative Agent
shall promptly notify each Lender. If any such notice is given, the amount specified in such notice shall be due and payable on the date set forth in such notice; provided that a Notice of Prepayment delivered by the Borrower may state that
such notice is conditioned upon the effectiveness of other credit facilities or capital raising or the occurrence of a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to
the specified payment date) if such condition is not satisfied and, upon such revocation according to the foregoing terms, the Borrower shall not be required to make the prepayment specified in such notice. Partial prepayments shall be in an
aggregate amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Base Rate Loans (other than Swingline Loans), $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans and
$500,000 or a whole multiple of $100,000 in excess thereof with respect to Swingline Loans. A Notice of Prepayment received after 11:00 a.m. shall be deemed received on the next Business Day. Each such repayment shall be accompanied by any amount
required to be paid pursuant to Section 4.05 hereof. 
 (d) Limitation on Prepayment of LIBOR Rate Loans. The Borrower
may not prepay any LIBOR Rate Loan on any day other than on the last day of the Interest Period applicable thereto unless such prepayment is accompanied by any amount required to be paid pursuant to Section 4.05 hereof. 

  
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 (e) Hedge Agreements. No repayment or prepayment of the Loans pursuant to this Section
shall affect any of the Borrower’s obligations under any Hedge Agreement entered into with respect to the Loans. 
  

	 	2.05	Permanent Reduction of the Revolving Credit Commitment. 

 (a) Voluntary
Reduction. The Borrower shall have the right at any time and from time to time, upon at least three (3) Business Days prior irrevocable written notice to the Administrative Agent, to permanently reduce, without premium or penalty,
(i) the entire Revolving Credit Commitment at any time or (ii) portions of the Revolving Credit Commitment, from time to time, in an aggregate principal amount not less than $3,000,000 or any whole multiple of $1,000,000 in excess thereof;
provided that any such notice of reduction or termination of the Revolving Credit Commitment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or capital raising or the
occurrence of a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified payment date) if such condition is not satisfied and, upon such revocation according to
the foregoing terms, the Revolving Credit Commitment shall not be reduced or terminated as specified in such notice. Any reduction of the Revolving Credit Commitment shall be applied to the Revolving Credit Commitment of each Lender according to its
Applicable Percentage. All Commitment Fees accrued until the effective date of any termination of the Revolving Credit Commitment shall be paid on the effective date of such termination. 

(b) Corresponding Payment. Each permanent reduction permitted pursuant to this Section shall be accompanied by a payment of principal
sufficient to reduce the aggregate outstanding Revolving Credit Loans, Swingline Loans and L/C Obligations, as applicable, after such reduction to the Revolving Credit Commitment as so reduced, and if the aggregate amount of all outstanding Letters
of Credit exceeds the Revolving Credit Commitment as so reduced, the Borrower shall be required to deposit Cash Collateral in a Cash Collateral account opened by the Administrative Agent in an amount equal to such excess. Such Cash Collateral shall
be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the
other Obligations on a pro rata basis. Any reduction of the Revolving Credit Commitment to zero shall be accompanied by payment of all outstanding Revolving Credit Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory to
the Administrative Agent for all L/C Obligations or the making of other arrangements with respect to such Letters of Credit satisfactory to the Administrative Agent) and shall result in the termination of the Revolving Credit Commitment and the
Swingline Commitment and the Revolving Credit Facility. If the reduction of the Revolving Credit Commitment requires the repayment of any LIBOR Rate Loan, such repayment shall be accompanied by any amount required to be paid pursuant to
Section 4.05 hereof. 
  

	 	2.06	Termination of Revolving Credit Facility. 

 The Revolving Credit Facility and the
Revolving Credit Commitments shall terminate on the Maturity Date. 
  

	 	2.07	Interest. 

 (a) Interest Rate Options. Subject to the provisions of this
Section, (i) at the election of the Borrower, Revolving Credit Loans shall bear interest at (A) the Base Rate plus the Applicable Margin or (B) the LIBOR Rate plus the Applicable Margin (provided that the
LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent


  
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indemnifying the Lenders in the manner set forth in Section 4.05 of this Agreement) and (ii) any Swingline Loan shall bear interest at the Base Rate plus the Applicable
Margin. The Borrower shall select the rate of interest and Interest Period, if any, applicable to any Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 2.08.

 (b) Default Rate. Subject to Section 12.03, (i) immediately upon the occurrence and during the continuance of an
Event of Default under Section 10.01(a), (f) or (g), or (ii) at the election of the Required Lenders, upon the occurrence and during the continuance of any other Event of Default, (A) the Borrower shall no
longer have the option to request LIBOR Rate Loans, Swingline Loans or Letters of Credit, (B) all outstanding LIBOR Rate Loans shall bear interest at a rate per annum of two percent (2%) in excess of the rate (including the Applicable
Margin) then applicable to LIBOR Rate Loans until the end of the applicable Interest Period and thereafter at a rate equal to two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to Base Rate Loans,
(C) all outstanding Base Rate Loans and other Obligations arising hereunder or under any other Loan Document shall bear interest at a rate per annum equal to two percent (2%) in excess of the rate (including the Applicable Margin) then
applicable to Base Rate Loans or such other Obligations arising hereunder or under any other Loan Document and (D) all accrued and unpaid interest shall be due and payable on demand of the Administrative Agent. Interest shall continue to accrue
on the Obligations after the filing by or against the Borrower of any petition seeking any relief in bankruptcy or under any Debtor Relief Law. 

(c) Interest Payment and Computation. Interest on each Base Rate Loan shall be due and payable in arrears on the last Business Day of
each calendar quarter commencing December 31, 2014; and interest on each LIBOR Rate Loan shall be due and payable on the last day of each Interest Period applicable thereto, and if such Interest Period extends over three (3) months, at the
end of each three (3) month interval during such Interest Period. All computations of interest for Base Rate Loans when the Base Rate is determined by the Prime Rate shall be made on the basis of a year of 365 or 366 days, as the case may be,
and actual days elapsed. All other computations of fees and interest provided hereunder shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the
basis of a 365/366-day year). 
 (d) Maximum Rate. In no contingency or event whatsoever shall the aggregate of all amounts deemed
interest under this Agreement charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any applicable Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto.
In the event that such a court determines that the Lenders have charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by applicable
Law and the Lenders shall at the Administrative Agent’s option (i) promptly refund to the Borrower any interest received by the Lenders in excess of the maximum lawful rate or (ii) apply such excess to the principal balance of the
Obligations. It is the intent hereof that the Borrower not pay or contract to pay, and that neither the Administrative Agent nor any Lender receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that
which may be paid by the Borrower under applicable Law. In determining whether the interest contracted for, charged, or received hereunder exceeds the highest rate permissible under any applicable Law, the determining Person may, to the extent
permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and
spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder. 

  
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	 	2.08	Notice and Manner of Conversion or Continuation of Loans. 

 Provided that no Event
of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time (following the third Business Day after the Closing Date, unless the Borrower has provided the indemnity letter contemplated by the
proviso in Section 2.07(a)) all or any portion of any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate
Loans and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $3,000,000 or a whole multiple of $1,000,000 in excess thereof into Base Rate Loans
(other than Swingline Loans) or (ii) continue such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written
notice in the form attached as Exhibit 2.08 (a “Notice of Conversion/Continuation”) not later than 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to
be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or
continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. If the Borrower fails to give a
timely Notice of Conversion/Continuation prior to the end of the Interest Period for any LIBOR Rate Loan, then the applicable LIBOR Rate Loan shall be converted to a Base Rate Loan. Any such automatic conversion to a Base Rate Loan shall be
effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Rate Loan. If the Borrower requests a conversion to, or continuation of, LIBOR Rate Loans, but fails to specify an Interest Period, it will be
deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice
of Conversion/Continuation. 
  

	 	2.09	Fees. 

 (a) Commitment Fee. Commencing on the Closing Date, subject to
Section 2.16(a)(iii), the Borrower shall pay to the Administrative Agent, for the account of the Lenders, a non-refundable commitment fee (the “Commitment Fee”) at a rate per annum equal to the Applicable Margin on the
average daily unused portion of the Revolving Credit Commitment of the Lenders (other than the Defaulting Lenders, if any); provided, that the amount of outstanding Swingline Loans shall not be considered usage of the Revolving Credit
Commitment for the purpose of calculating the Commitment Fee. The Commitment Fee shall be payable in arrears on the last Business Day of each calendar quarter during the term of this Agreement commencing December 31, 2014 and ending on the date
upon which all Obligations (other than contingent indemnification obligations not then due) arising under the Revolving Credit Facility shall have been indefeasibly and irrevocably paid and satisfied in full, all Letters of Credit have been
terminated or expired (or been Cash Collateralized or other arrangements satisfactory to the Administrative Agent have been made therefor) and the Revolving Credit Commitment has been terminated. The Commitment Fee shall be distributed by the
Administrative Agent to the Lenders (other than any Defaulting Lender) pro rata in accordance with such Lenders’ respective Applicable Percentages. 

(b) Other Fees. The Borrower shall pay to the Arrangers and the Administrative Agent for their own respective accounts fees in the
amounts and at the times specified in their Fee Letters. The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. All such fees shall be fully earned when paid
and shall not be refundable for any reason whatsoever. 

  
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	 	2.10	Manner of Payment. 

 Each payment by the Borrower on account of the principal of
or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to
the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoever. Any
payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 10.01, but for all other purposes shall be deemed to have been made on the next succeeding Business Day.
Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender
at its address for notices set forth herein its Applicable Percentage in respect thereof (or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender. Each payment to the
Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment
to the Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such Issuing Lender or the L/C Participants, as the case may be. Each payment to the
Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Article IV or Section 12.04 shall be paid to the
Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made upon a day which is not a Business Day, it shall be made on the next
succeeding day which is a Business Day and such extension of time shall in such case be included in computing any interest if payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender each payment by the
Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 2.16(a)(ii). 
  

	 	2.11	Evidence of Debt. 

 (a) Extensions of Credit. The Extensions of Credit made
by each Lender and each Issuing Lender shall be evidenced by one or more accounts or records maintained by such Lender or such Issuing Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by
the Administrative Agent and each Lender or the applicable Issuing Lender shall be conclusive absent manifest error of the amount of the Extensions of Credit made by the Lenders or such Issuing Lender to the Borrower and its Subsidiaries and the
interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower and such Subsidiaries hereunder and under the other Loan Documents to pay any amount owing
with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender or any Issuing Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and
records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a
Note, which shall evidence such Lender’s Revolving Credit Loans and/or Swingline Loans, as applicable, in addition to such accounts or records. Each Lender may attach schedules to its Notes and endorse thereon the date, amount and maturity of
its Loans and payments with respect thereto. 
 (b) Participations. In addition to the accounts and records referred to in
subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and


  
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Swingline Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the
accounts and records of the Administrative Agent shall control in the absence of manifest error. 
  

	 	2.12	Sharing of Payments by Lenders. 

 If any Lender shall, by exercising any right of
setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans
and accrued interest thereon or other such obligations (other than pursuant to Article IV or 12.04) greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall
(a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the
benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that: 

(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and 

(ii) the provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to
and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 2.15 or (C) any
payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Swingline Loans and Letters of Credit to any assignee or participant, other than to the Borrower or any of its
Subsidiaries or Affiliates (as to which the provisions of this paragraph shall apply). 
 Each Loan Party consents to the foregoing and agrees, to the
extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such participation as fully
as if such Lender were a direct creditor of each Loan Party in the amount of such participation. 
  

	 	2.13	Administrative Agent’s Clawback. 

 (a) Funding by Lenders; Presumption by
Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender (i) in the case of Base Rate Loans, not later than 12:00 noon on the date of any proposed borrowing and (ii) otherwise, prior to the
proposed date of any borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in
accordance with Section 2.03(b) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the
Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including
the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by
the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the 

  
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Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such
Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its
share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have
against a Lender that shall have failed to make such payment to the Administrative Agent. 
 (b) Payments by the Borrower; Presumptions
by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders, any Issuing Lender or the Swingline
Lender hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, the
applicable Issuing Lender or the Swingline Lender, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders, the Issuing Lenders or the Swingline Lender, as the case maybe,
severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, Issuing Lender or the Swingline 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 the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the
Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. 

(c) Nature of Obligations of Lenders Regarding Extensions of Credit. The obligations of the Lenders under this Agreement to make the
Loans, to issue or participate in Letters of Credit and Swingline Loans and to make payments pursuant to Section 12.04(c) are several and are not joint or joint and several. The failure of any Lender to make available its Applicable
Percentage of any Loan requested by the Borrower, to fund any such participation or to make any payment under Section 12.04(c) on any date required hereunder shall not relieve it or any other Lender of its corresponding obligation, if
any, to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 12.04(c). 

 

	 	2.14	Incremental Loans. 

 (a) At any time after the Closing Date, the Borrower may by
written notice to the Administrative Agent elect to request the establishment of one or more increases in the Revolving Credit Commitments (any such increase, an “Incremental Revolving Credit Commitment”) to make revolving credit
loans under the Revolving Credit Facility (any such increase, an “Incremental Revolving Credit Increase”); provided that (1) the total aggregate principal amount for all such Incremental Revolving Credit Commitments
during the term of this Agreement shall not exceed $150,000,000, (2) the total aggregate amount for each Incremental Revolving Credit Increase shall not be less than a minimum principal amount of $25,000,000 or, if less, the remaining amount
permitted pursuant to the foregoing clause (1), and (3) no more than five (5) Incremental Revolving Credit Increases shall be permitted during the term of this Agreement. Each such notice shall specify the date (each, an “Increased
Amount Date”) on which the Borrower proposes that any Incremental Revolving Credit Increase shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the
Administrative Agent. The Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent, to provide an Incremental Revolving Credit Commitment (any
such Person, an “Incremental Lender”). Any 

  
 39 








 
proposed Incremental Lender offered or approached to provide any Incremental Revolving Credit Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Credit
Commitment. Any Incremental Revolving Credit Commitments shall become effective as of such Increased Amount Date; provided that: 

(A) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to (1) all
Incremental Revolving Credit Commitments on such Increased Amount Date, (2) the making of any Extensions of Credit pursuant thereto, (3) any Permitted Acquisition consummated in connection therewith and (4) any permanent repayment of
Indebtedness in connection therewith; 
 (B) the Administrative Agent shall have received from the Borrower a Compliance
Certificate demonstrating, in form and substance reasonably satisfactory to the Administrative Agent, that the Borrower is in compliance with the financial covenants set forth in Section 9.10 based on the financial statements most
recently delivered pursuant to Section 8.01(a) or 8.01(b), as applicable, both before and after giving effect (on a Pro Forma Basis) to (x) all Incremental Revolving Credit Commitments on such Increased Amount Date (with all
such Incremental Revolving Credit Commitments being deemed to be fully funded on such Increased Amount Date for such purpose), (y) any Permitted Acquisition consummated in connection therewith and (z) any permanent repayment of
Indebtedness in connection therewith; 
 (C) each of the representations and warranties contained in Article VII shall
be true and correct in all material respects, except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in
all respects, on such Increased Amount Date with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain
true and correct as of such earlier date); 
 (D) each Incremental Revolving Credit Commitment (and the Revolving Credit
Loans made thereunder) shall constitute Obligations of the Borrower and shall be guaranteed with the other Extensions of Credit on a pari passu basis; 

(E) in the case of each Incremental Revolving Credit Increase: 

(x) such Incremental Revolving Credit Increase shall mature on the Maturity Date, shall bear interest and be entitled to fees,
in each case at the rate applicable to the then-existing Revolving Credit Commitments, and shall be subject to the same terms and conditions as the then-existing Revolving Credit Commitments; 

(y) the outstanding Revolving Credit Loans and Applicable Percentages of Swingline Loans and L/C Obligations will be
reallocated by the Administrative Agent on the applicable Increased Amount Date among the Lenders (including the Incremental Lenders providing such Incremental Revolving Credit Increase) in accordance with their revised Applicable Percentages (and
the Lenders (including the Incremental Lenders providing such Incremental Revolving Credit Increase) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any


  
 40 








 
and all costs required pursuant to Section 4.05 in connection with such reallocation as if such reallocation were a repayment); and 

(z) except as provided above, all of the other terms and conditions applicable to such Incremental Revolving Credit Increase
shall, except to the extent otherwise provided in this Section 2.14, be identical to the terms and conditions applicable to the Revolving Credit Facility; 

(F) any Incremental Lender with an Incremental Revolving Credit Increase shall be entitled to the same voting rights as the
existing Lenders under the Revolving Credit Facility and any Extensions of Credit made in connection with each Incremental Revolving Credit Increase shall receive proceeds of prepayments on the same basis as the other Revolving Credit Loans made
hereunder; 
 (G) such Incremental Revolving Credit Commitments shall be effected pursuant to one or more Lender Joinder
Agreements executed and delivered by the Borrower, the Administrative Agent and the applicable Incremental Lenders (which Lender Joinder Agreement(s) may, without the consent of any other Lenders, effect such amendments to this Agreement and the
other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.14); and 

(H) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without
limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Party authorizing such Incremental Revolving Credit Commitments) reasonably requested by the Administrative Agent in connection with any such
transaction. 
 (b) (i) No existing Lender shall be obligated to participate in any Incremental Revolving Credit Increase, and each
Lender’s decision to provide (or not provide) an Incremental Revolving Credit Commitment in any instance shall be made in such Lender’s sole and absolute discretion in each case; and 

(ii) The Incremental Lenders shall be included in any determination of the Required Lenders and, unless otherwise agreed, the
Incremental Lenders will not constitute a separate voting class for any purposes under this Agreement. 
 (c) On any Increased Amount Date
on which any Incremental Revolving Credit Increase becomes effective, subject to the foregoing terms and conditions, each Incremental Lender with an Incremental Revolving Credit Commitment shall become a Lender hereunder with respect to such
Incremental Revolving Credit Commitment. 
  

	 	2.15	Cash Collateral. 

 At any time that there shall exist a Defaulting Lender, within
one Business Day following the written request of the Administrative Agent, any Issuing Lender (with a copy to the Administrative Agent) or the Swingline Lender (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize the
Fronting Exposure of such Issuing Lender and/or the Swingline Lender, as applicable, with respect to such Defaulting Lender (determined after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by such Defaulting
Lender) in an amount not less than the Minimum Collateral Amount. 

  
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 (a) Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting
Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of each Issuing Lender and the Swingline Lender, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the
Defaulting Lender’s obligation to fund participations in respect of L/C Obligations and Swingline Loans, to be applied pursuant to subsection (b) below. If at any time the Administrative Agent determines that Cash Collateral is subject to
any right or claim of any Person other than the Administrative Agent, each Issuing Lender and the Swingline Lender as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will,
promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting
Lender). 
 (b) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under
this Section 2.15 or Section 2.16 in respect of Letters of Credit and Swingline Loans shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of L/C Obligations and
Swingline Loans (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided
for herein. 
 (c) Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce the Fronting
Exposure of any Issuing Lender and/or the Swingline Lender, as applicable, shall no longer be required to be held as Cash Collateral pursuant to this Section 2.15 (and shall be promptly returned to the Borrower, so long as no Event of
Default then exists) following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent, the Issuing
Lenders and the Swingline Lender that there exists excess Cash Collateral; provided that, subject to Section 2.16, the Person providing Cash Collateral, the Issuing Lenders and the Swingline Lender may agree that Cash Collateral
shall be held to support future anticipated Fronting Exposure or other obligations. 
  

	 	2.16	Defaulting Lenders. 

 (a) Defaulting Lender Adjustments. 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) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or
consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and Section 12.01. 

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the
Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to
Section 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder;
second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lenders or the Swingline Lender hereunder; third, to Cash Collateralize the Fronting Exposure of the Issuing Lenders
and the Swingline Lender with respect to such Defaulting Lender in accordance with Section 2.15; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan or funded
participation in 

  
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respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the
Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (A) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans and funded
participations under this Agreement and (B) Cash Collateralize the Issuing Lenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit and Swingline Loans issued under this Agreement,
in accordance with Section 2.15; sixth, to the payment of any amounts owing to the Lenders, the Issuing Lenders or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any
Issuing Lender or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of
any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement;
and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (1) such payment is a payment of the principal amount of any Loans or funded participations in Letters of Credit
or Swingline Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (2) such Loans were made or the related Letters of Credit or Swingline Loans were issued at a time when the conditions set forth in
Section 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and funded participations in Letters of Credit or Swingline Loans owed to, all Non-Defaulting Lenders on a pro rata basis
prior to being applied to the payment of any Loans of, or funded participations in Letters of Credit or Swingline Loans owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and
Swingline Loans are held by the Lenders pro rata in accordance with the Revolving Credit Commitments under the Revolving Credit Facility without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other
amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such
Defaulting Lender, and each Lender irrevocably consents hereto. 
 (iii) Certain Fees. 

(A) No Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender is a
Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender). 

(B) Each Defaulting Lender shall be entitled to receive letter of credit commissions pursuant to Section 3.03 for
any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.15. 

(C) With respect to any letter of credit commission not required to be paid to any Defaulting Lender pursuant to clause
(B) above, the Borrower shall (1) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations or Swingline Loans
that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (2) pay to each applicable Issuing Lender and Swingline Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to


  
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the extent allocable to such Issuing Lender’s or Swingline Lender’s Fronting Exposure to such Defaulting Lender, and (3) not be required to pay the remaining amount of any such
fee. 
 (iv) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting
Lender’s participation in L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving
Credit Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. No reallocation hereunder
shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting
Lender’s increased exposure following such reallocation. 
 (v) Cash Collateral, Repayment of Swingline Loans. If
the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first, repay Swingline Loans in an
amount equal to the Swingline Lender’s Fronting Exposure and (y) second, Cash Collateralize the Issuing Lenders’ Fronting Exposure in accordance with the procedures set forth in Section 2.15. 

(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Issuing Lenders and the Swingline Lender agree in writing
that a Lender is no longer 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 (which may include arrangements
with respect to any Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause
the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the Revolving Credit Commitments under the Revolving Credit Facility (without giving effect
to Section 2.16(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that
Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim
of any party hereunder arising from that Lender’s having been a Defaulting Lender. 
 ARTICLE III 

LETTER OF CREDIT FACILITY 
  

	 	3.01	Letter of Credit Facility. 

 (a) Availability. Subject to
the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Lenders set forth in Section 3.04(a), agrees to issue standby Letters of Credit providing for the payment of cash upon the honoring of a payment
thereunder, in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.10, any Subsidiary thereof. Letters of Credit may be issued on any Business Day from the Closing Date to but not
including the thirtieth (30th) Business Day prior to the 

  
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Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided, that no Issuing Lender shall issue any Letter of Credit if, after giving effect
to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum
amount of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of
Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the fifth
(5th) Business Day prior to the Maturity Date and (iii) be subject to the ISP98, as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of
the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain
such Issuing Lender from issuing such Letter of Credit, or any Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender
shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter
of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or
known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good faith deems material to it, or (C) the conditions set forth in Section 6.02 are not satisfied. References herein to “issue” and
derivations thereof with respect to Letters of Credit shall also include extensions, increases or modifications of any outstanding Letters of Credit, unless the context otherwise requires. 

(b) Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, Article III shall
be subject to the terms and conditions of Section 2.15 and Section 2.16. 
  

	 	3.02	Procedure for Issuance of Letters of Credit. 

 The Borrower may from time to time
request that any Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its applicable office (with a copy to the Administrative Agent at the Administrative Agent’s Office) a Letter of Credit Application therefor,
completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender or the Administrative Agent may reasonably request. Upon receipt of any Letter of Credit
Application, the applicable Issuing Lender shall process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and
shall, subject to Section 3.01 and Article VI, promptly issue the Letter of Credit requested thereby (but in no event shall such Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days
after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise
may be agreed by such Issuing Lender and the Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Lender
of the issuance and upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation therein. 

  
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	 	3.03	Commissions and Other Charges. 

 (a) Letter of Credit Commissions. Subject
to Section 2.16(a)(iii)(B), the Borrower shall pay to the Administrative Agent, for the account of the applicable Issuing Lender and the L/C Participants, a letter of credit commission with respect to each Letter of Credit in the amount
equal to the daily amount available to be drawn under such Letters of Credit times the Applicable Margin with respect to Revolving Credit Loans that are LIBOR Rate Loans (determined, in each case, on a per annum basis). Such commission shall be
payable quarterly in arrears on the last Business Day of each calendar quarter, on the Maturity Date and thereafter on demand of the Administrative Agent. The Administrative Agent shall, promptly following its receipt thereof, distribute to the
applicable Issuing Lender and the L/C Participants all commissions received pursuant to this Section 3.03 in accordance with their respective Applicable Percentages. 

(b) Issuance Fee. In addition to the foregoing commission, the Borrower shall pay directly to the applicable Issuing Lender, for its
own account, an issuance fee with respect to each Letter of Credit issued by such Issuing Lender as set forth in the applicable Fee Letter executed by such Issuing Lender. Such issuance fee shall be payable quarterly in arrears on the last Business
Day of each calendar quarter commencing with the first such date to occur after the issuance of such Letter of Credit, on the Maturity Date and thereafter on demand of the applicable Issuing Lender. 

(c) Other Fees, Costs, Charges and Expenses. In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse
each Issuing Lender for such normal and customary fees, costs, charges and expenses as are incurred or charged by such Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit issued by it. 

 

	 	3.04	L/C Participations. 

 (a) Each Issuing Lender irrevocably agrees to grant and
hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms
and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Applicable Percentage in each Issuing Lender’s obligations and rights under and in respect of
each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of
Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing
Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Applicable Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. 

(b) Upon becoming aware of any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.04(a)
in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit issued by it, such Issuing Lender shall notify the Administrative Agent of such unreimbursed amount and the Administrative Agent shall
notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to the Administrative Agent (which, in turn shall pay such Issuing Lender) the amount
specified on the applicable due date. If any such amount is paid to such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such
amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the 

  
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date such payment is due to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that
elapse during such period and the denominator of which is 360. A certificate of such Issuing Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. With respect to payment to such Issuing
Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 1:00
p.m. on any Business Day, such payment shall be due on the following Business Day. 
 (c) Whenever, at any time after any Issuing Lender has
made payment under any Letter of Credit issued by it and has received from any L/C Participant its Applicable Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit
(whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, that in the event that any such
payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it. 

 

	 	3.05	Reimbursement Obligation of the Borrower. 

 In the event of any drawing under any
Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such
Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.03(c) incurred by such Issuing
Lender in connection with such payment. Unless the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have
timely given a Notice of Borrowing to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any
amounts referred to in Section 3.03(c) incurred by such Issuing Lender in connection with such payment, and the Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be
applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such
Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in
Section 2.03(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing
shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full. 

 

	 	3.06	Obligations Absolute. 

 The Borrower’s obligations under this
Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any set off, counterclaim or defense to payment which the Borrower may have
or have had against the applicable Issuing Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees that the applicable Issuing Lender and the L/C Participants shall not be responsible for, and the
Borrower’s Reimbursement Obligation under Section 3.05 shall not be affected by, among 

  
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other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between
or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee.
No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit issued by it, except for errors or
omissions caused by such Issuing Lender’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction by final nonappealable judgment. The Borrower agrees that any action taken or omitted by any Issuing Lender
under or in connection with any Letter of Credit issued by it or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of such
Issuing Lender or any L/C Participant to the Borrower. The responsibility of any Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit issued to it shall, in addition to any payment obligation
expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment substantially conform to the requirements under such
Letter of Credit. 
  

	 	3.07	Effect of Letter of Credit Application. 

 To the extent that any provision of any
Letter of Credit Application related to any Letter of Credit is inconsistent with the provisions of this Article III, the provisions of this Article III shall apply. 

 

	 	3.08	Resignation of Issuing Lenders. 

 (a) Any Lender may at any time resign from its
role as an Issuing Lender hereunder upon not less than thirty (30) days prior notice to the Borrower and the Administrative Agent (or such shorter period of time as may be acceptable to the Borrower and the Administrative Agent). 

(b) Any resigning Issuing Lender shall retain all the rights, powers, privileges and duties of an Issuing Lender hereunder with respect to all
Letters of Credit issued by it that are outstanding as of the effective date of its resignation as an Issuing Lender and all L/C Obligations with respect thereto (including, without limitation, the right to require the Lenders to take such actions
as are required under Section 3.04). Without limiting the foregoing, upon the resignation of a Lender as an Issuing Lender hereunder, the Borrower may, or at the request of such resigned Issuing Lender the Borrower shall, use
commercially reasonable efforts to arrange for one or more of the other Issuing Lenders to issue Letters of Credit hereunder in substitution for the Letters of Credit, if any, issued by such resigned Issuing Lender and outstanding at the time of
such resignation, or make other arrangements satisfactory to the resigned Issuing Lender to effectively cause another Issuing Lender to assume the obligations of the resigned Issuing Lender with respect to any such Letters of Credit. 

 

	 	3.09	Reporting of Letter of Credit Information and L/C Commitment. 

 At any time that
there is an Issuing Lender that is not also the financial institution acting as Administrative Agent, then (a) on the last Business Day of each calendar month, (b) on each date that a Letter of Credit is amended, terminated or otherwise
expires, (c) on each date that a Letter of Credit is issued or the expiry date of a Letter of Credit is extended, and (d) upon the request of the Administrative Agent, each Issuing Lender (or, in the case of clauses (b), (c) or
(d) of this Section, the applicable Issuing Lender) shall deliver to the Administrative Agent a report setting forth in form and detail reasonably satisfactory to the Administrative Agent information (including, without limitation, any
reimbursement, Cash Collateral, or termination in respect of Letters of Credit issued by such Issuing Lender) with respect 

  
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to each Letter of Credit issued by such Issuing Lender that is outstanding hereunder. In addition, each Issuing Lender shall provide notice to the Administrative Agent of its L/C Commitment, or
any change thereto, promptly upon it becoming an Issuing Lender or making any change to its L/C Commitment. No failure on the part of any L/C Issuer to provide such information pursuant to this Section 3.09 shall limit the obligations of
the Borrower or any Lender hereunder with respect to its reimbursement and participation obligations hereunder. 
  

	 	3.10	Letters of Credit Issued for Subsidiaries. 

 Notwithstanding that a Letter of
Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse, or to cause the applicable Subsidiary to reimburse, the applicable Issuing Lender
hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of any of its Subsidiaries inures to the benefit of the Borrower and that the Borrower’s
business derives substantial benefits from the businesses of such Subsidiaries. 
 ARTICLE IV 

TAXES, YIELD PROTECTION AND ILLEGALITY 
  

	 	4.01	Taxes. 

 (a) Payments Free of Taxes; Obligation to Withhold;
Payments on Account of Taxes. 
 (i) Any and all payments by or on account of any obligation of any Loan Party under any
Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of such Loan Party or the Administrative Agent, as applicable)
require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the
information and documentation to be delivered pursuant to subsection (e) below. 
 (ii) If any Loan Party or the
Administrative Agent shall be required by the Internal Revenue Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall
withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely
pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Internal Revenue Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by
the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 4.01) the applicable
Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. 
 (iii)
If any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Internal Revenue Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by


  
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such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below,
(B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the
withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions
applicable to additional sums payable under this Section 4.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. 

(b) Payment of Other Taxes by the Loan Parties. Without limiting the provisions of subsection (a) above, the Loan
Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Laws, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. 

(c) Tax Indemnifications. (i) Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each
Recipient, and shall make payment in respect thereof within ten 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 4.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and 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 or on behalf of a Lender, shall be conclusive absent manifest error. Each of the Loan Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in
respect thereof within ten days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 4.01(c)(ii) below. 

(ii) Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after
demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without
limiting the obligation of the Loan Parties to do so), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.06(d)
relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative
Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts
at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). 

  
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 (d) Evidence of Payments. Upon request by any Loan Party or the
Administrative Agent, as the case may be, after any payment of Taxes by such Loan Party or by the Administrative Agent to a Governmental Authority as provided in this Section 4.01, such Loan Party shall deliver to the Administrative
Agent or the Administrative Agent shall deliver to such Loan Party, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such
payment or other evidence of such payment reasonably satisfactory to such Loan Party or the Administrative Agent, as the case may be. 

(e) Status of Lenders; Tax Documentation. 

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any
Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower
or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other
documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or
information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in
Section 4.01(e)(ii)(A), 4.01(e)(ii)(B) and 4.01(e)(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. 
 (ii) Without
limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person, 
 (A) any Lender that is a U.S.
Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; 

(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: 
 (I) 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 Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of,
U.S. federal withholding Tax pursuant to the 

  
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“interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption
from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 

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

(III) 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 4.01-A 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
“U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or 
 (IV) to the
extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 4.01-B or
Exhibit 4.01-C, 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 U.S. Tax Compliance Certificate substantially in the form of Exhibit 4.01-D 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 U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be
prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and 

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if
such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the 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 

  
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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 Closing Date. 
 (iii) Each Lender agrees that if any form or certification it previously delivered
pursuant to this Section 4.01 expires or becomes obsolete or inaccurate in any respect, it shall promptly update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to
do so. 
 (f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative
Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If any Recipient 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 by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this
Section 4.01, it shall pay to the Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 4.01 with respect to the Taxes
giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that
the Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to the Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is
required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to the Loan Party pursuant to this subsection the
payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed
and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes
that it deems confidential) to any Loan Party or any other Person. 
 (g) Survival. Each party’s obligations
under this Section 4.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Revolving Credit Commitments and the repayment,
satisfaction or discharge of all other Obligations. 
  

	 	4.02	Illegality. 

 If any Lender determines that any Law has made it unlawful, or that
any Governmental Authority has asserted that it is unlawful, for such Lender or its Lending Office to make, maintain or fund Loans whose interest is determined by reference to the LIBOR Rate, or to determine or charge interest rates based upon the
LIBOR Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower
through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBOR Rate Loans or to convert Base Rate Loans to LIBOR Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender
making 

  
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or maintaining Base Rate Loans the interest rate on which is determined by reference to the LIBOR Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender,
shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the
circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBOR Rate Loans
of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR Rate component of the Base Rate),
either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBOR Rate Loans and (y) if
such notice asserts the illegality of such Lender determining or charging interest rates based upon the LIBOR Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference
to the LIBOR Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the LIBOR Rate. Upon any such prepayment or
conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. 
  

	 	4.03	Inability to Determine Rates. 

 If in connection with any request for a LIBOR Rate
Loan or a conversion to or continuation thereof, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of
such LIBOR Rate Loan, or (ii) adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan or in connection with an existing or proposed Base Rate Loan,
or (b) the Required Lenders determine that for any reason the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the
Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Rate Loans shall be suspended (to the extent of the affected LIBOR Rate Loans or Interest
Periods), and (y) in the event of a determination described in the preceding sentence with respect to the LIBOR Rate component of the Base Rate, the utilization of the LIBOR Rate component in determining the Base Rate shall be suspended, in
each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of LIBOR Rate
Loans (to the extent of the affected LIBOR Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a borrowing of or conversion to Base Rate Loans in the amount specified therein. 

 

	 	4.04	Increased Costs. 

 (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 reserve requirement reflected in the LIBOR Rate) or any Issuing Lender; 

(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 

  
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(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 any Issuing Lender or the London interbank market any other condition, cost or expense
affecting this Agreement or LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein; 
 and the result of any of the foregoing
shall be to increase the cost to such Lender, Issuing Lender or Recipient of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the LIBOR Rate (or of maintaining its obligation to make any
such Loan), or to increase the cost to such Lender, Issuing Lender or Recipient of participating in, issuing or maintain any Letter of Credit (or of maintaining its obligation to participate in or issue any Letter of Credit), or to reduce the amount
of any sum received or receivable by such Lender, Issuing Lender or Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Issuing Lender or Recipient, the Borrower will pay to such Lender,
Issuing Lender or Recipient, as the case may be, such additional amount or amounts as will compensate such Person for such additional costs incurred or reduction suffered. 

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

(d) Delay in Requests. Failure or delay on the part of any Lender, Issuing Lender or other Recipient to demand
compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Person’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender, Issuing Lender
or other Recipient pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender, Issuing Lender or other Recipient notifies the Borrower of the
Change in Law giving rise to such increased costs or reductions and of such Person’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
nine-

  
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month period referred to above shall be extended to include the period of retroactive effect thereof). 
  

	 	4.05	Compensation for Losses. 

 Upon demand of any Lender (with a copy to the
Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: 

(a) any continuation, conversion, payment or prepayment of any LIBOR Rate Loan on a day other than the last day of the Interest
Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); 
 (b) any failure
by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any LIBOR Rate Loan on the date or in the amount notified by the Borrower; or 

(c) any assignment of a LIBOR Rate Loan on a day other than the last day of the Interest Period therefor as a result of a
request by the Borrower pursuant to Section 12.12; 
 including any loss of anticipated profits and any loss or expense arising
from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such
Lender in connection with the foregoing. 
 For purposes of calculating amounts payable by the Borrower to the Lenders under this
Section 4.05, each Lender shall be deemed to have funded each LIBOR Rate Loan made by it at the LIBOR Rate by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable
period, whether or not such LIBOR Rate Loan was in fact so funded. A certificate of a Lender setting forth in reasonable detail the amount or amounts necessary to compensate such Lender under this Section and delivered to the Borrower shall be
conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within twenty days after receipt thereof. 
  

	 	4.06	Mitigation Obligations; Replacement of Lenders. 

 (a)
Designation of a Different Lending Office. If any Lender requests compensation under Section 4.04, or the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 4.01, or if any Lender gives a notice pursuant to Section 4.02, then at the request of the Borrower such Lender shall use reasonable efforts to designate a different Lending Office
for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 4.01 or 4.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 4.02, as applicable, and (ii) in each case, would not subject such
Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.


  
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 (b) Replacement of Lenders. If any Lender requests compensation under
Section 4.04, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.01 and, in each case, such Lender
has declined or is unable to designate a different lending office in accordance with Section 4.06(a), the Borrower may replace such Lender in accordance with Section 12.12. 

 

	 	4.07	Survival. 

 All of the Loan Parties’ obligations under this Article IV
shall survive repayment of all Obligations hereunder and resignation of the Administrative Agent. 
 ARTICLE V 

GUARANTY 
  

	 	5.01	The Guaranty. 

 Each of the Guarantors hereby jointly and severally guarantees to
each Lender and each other holder of Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or
otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the
Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due
(whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. 

Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the
Obligations, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable
Debtor Relief Laws and (ii) with respect to each Guarantor, the Obligations guaranteed by such Guarantor under this Article V shall exclude all Excluded Swap Obligations with respect to such Guarantor. 

 

	 	5.02	Obligations Unconditional. 

 The obligations of the Guarantors under
Section 5.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any
substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 5.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances.
Each Guarantor agrees that such Guarantor shall not exercise any right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Loan Party for amounts paid under this Article V until such time as the
Obligations have been paid in full. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any
Guarantor hereunder, which shall remain absolute and unconditional as described above: 

  
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 (a) at any time or from time to time, without notice to any Guarantor, the time
for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; 

(b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the
Obligations shall be done or omitted; 
 (c) the maturity of any of the Obligations shall be accelerated, or any of the
Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security
therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; 
 (d) any Lien granted to, or
in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or 

(e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any
creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). 

With respect to its obligations hereunder, each Guarantor hereby expressly waives, to the fullest extent permitted by Law, diligence,
presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan
Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations. 
  

	 	5.03	Reinstatement. 

 The obligations of each Guarantor under this Article V
shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a
result of any Debtor Relief Law or otherwise, and each Guarantor agrees that it will indemnify the Administrative Agent and each other holder of the Obligations on demand for all reasonable costs and expenses (including, without limitation, the
reasonable and documented fees, charges and disbursements of counsel) incurred by the Administrative Agent or such holder of the Obligations in connection with such rescission or restoration, including any such costs and expenses incurred in
defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any Debtor Relief Law. 
  

	 	5.04	Certain Additional Waivers. 

 Each Guarantor agrees that such Guarantor shall have
no right of recourse to security for the Obligations, except through the exercise of rights of subrogation pursuant to Section 5.02 and through the exercise of rights of contribution pursuant to Section 5.06. 

 

	 	5.05	Remedies. 

 The Guarantors agree that, to the fullest extent permitted by Law, as
between the Guarantors, on the one hand, and the Administrative Agent and the other holders of the Obligations, on the other hand, the Obligations may be declared to be forthwith due and payable as specified in Section 10.02 (and shall


  
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be deemed to have become automatically due and payable in the circumstances specified in Section 10.02) for purposes of Section 5.01 notwithstanding any stay, injunction
or other prohibition preventing such declaration (or preventing the Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Obligations being deemed to have become
automatically due and payable), the Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantors for purposes of Section 5.01. 

 

	 	5.06	Rights of Contribution. 

 The Guarantors hereby agree as among themselves that, if
any Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right of contribution from each other Guarantor in an amount equal to such other Guarantor’s Contribution Share (as defined below) of such Excess
Payment. The payment obligations of any Guarantor under this Section 5.06 shall be subordinate and subject in right of payment to the Obligations until such time as the Obligations have been paid in full, and none of the Guarantors shall
exercise any right or remedy under this Section 5.06 against any other Guarantor until such Obligations have been paid-in-full. For purposes of this Section 5.06, (a) “Excess Payment” shall mean the
amount paid by any Guarantor in excess of its Ratable Share of any Obligations; (b) “Ratable Share” shall mean, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of
such payment of Obligations of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated,
unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Loan Parties exceeds the
amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties hereunder) of the Loan Parties; provided, however, that, for
purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such
payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; and (c) “Contribution Share” shall mean, for any
Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and
properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which
the aggregate present fair salable value of all assets and other properties of the Loan Parties other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and
unliquidated liabilities, but excluding the obligations of the Loan Parties) of the Loan Parties other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the
Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such
Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 5.06 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or
contribution that any Guarantor may have under Law against the Borrower in respect of any payment of Obligations. 
  

	 	5.07	Guarantee of Payment; Continuing Guarantee. 

 The guarantee in this Article
V is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to the Obligations whenever arising. 

  
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	 	5.08	Keepwell. 

 Each Loan Party that is a Qualified ECP Guarantor at the time the
Guaranty in this Article V by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security interest under the Loan
Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each
Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the
maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article V voidable under applicable Debtor Relief Laws, and not for any greater
amount). The obligations and undertakings of each applicable Loan Party under this Section shall remain in full force and effect until the Obligations (other than (x) contingent indemnification obligations as to which no claim has been asserted
and (y) obligations and liabilities under Specified Cash Management Agreements and Specified Hedge Agreements that are not yet due and payable and do not become due and payable upon or as a result of the repayment of the other Obligations) have
been indefeasibly paid and performed in full. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Loan Party that would
otherwise not constitute an Eligible Contract Participant for any Swap Obligation for all purposes of the Commodity Exchange Act. 

ARTICLE VI 
 CONDITIONS
TO CLOSING AND BORROWING 
  

	 	6.01	Conditions to Closing and Initial Extensions of Credit. 

 The obligation of the
Lenders to close this Agreement and to make the initial Loans or issue or participate in the initial Letters of Credit, if any, is subject to the satisfaction of each of the following conditions precedent: 

(a) Receipt by the Administrative Agent of the following, each in form and substance satisfactory to the Administrative Agent
and each Lender: 
 (i) Loan Documents. Executed counterparts of this Agreement and the other Loan Documents to be
delivered on the Closing Date, each properly executed by a Responsible Officer of the signing Loan Party and, in the case of this Agreement, by each Lender. 

(ii) Opinions of Counsel. Favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent
and each Lender, dated as of the Closing Date. 
 (iii) Organization Documents, Resolutions, Etc. 

(A) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the
appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Loan Party to be true and correct as of the Closing Date; 

  
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 (B) such certificates of resolutions or other action, incumbency certificates
and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection
with this Agreement and the other Loan Documents to which such Loan Party is a party; and 
 (C) such documents and
certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation
and the state of its principal place of business. 
 (iv) Notice of Borrowing. A Notice of Borrowing in accordance
with the requirements hereof. 
 (v) Closing Certificate. A certificate signed by a Responsible Officer of the
Borrower certifying that (A) the conditions specified in Sections 6.01(c) and (d) and Sections 6.02(a) and (b) have been satisfied, and (B) after giving effect to the transactions contemplated hereby
on the Closing Date (including the incurrence of Indebtedness hereunder), (1) the Borrower is Solvent individually and the Borrower and its Subsidiaries are Solvent on a consolidated basis and (2) the Loan Parties are in compliance with
the covenants in Section 9.10 on a Pro Forma Basis (with attached calculations evidencing such compliance). 

(b) Consents. All governmental, shareholder and third party consents and approvals necessary in connection with the
transactions contemplated by this Agreement and the other Loan Documents shall have been obtained; all such consents and approvals shall be in force and effect; and no action, proceeding or investigation shall have been instituted, threatened or
proposed before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement or the other Loan Documents or the consummation of the transactions
contemplated hereby or thereby. 
 (c) No Material Adverse Change. There shall not have occurred since
January 31, 2014 any event or condition that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. 

(d) Litigation. There shall not exist any action, suit, investigation or proceeding pending or, to the knowledge of the
Loan Parties, threatened in writing in any court or before any arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect. 

(e) Notice of Account Designation. Receipt by the Administrative Agent of a Notice of Account Designation specifying the
account or accounts to which the proceeds of any Loans made on or after the Closing Date are to be disbursed. 
 (f)
Existing Indebtedness. Receipt by the Administrative Agent of evidence reasonably satisfactory to the Administrative Agent that all existing Indebtedness of the Borrower and its Subsidiaries under the Existing Credit Agreement will be repaid
in full, all commitments (if any) in respect thereof will have been terminated and all guarantees therefor and security therefor will be released substantially concurrently with the closing of the initial funding under


  
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this Agreement on the Closing Date, and the Administrative Agent shall have received pay-off letters in form and substance satisfactory to it evidencing such repayment, termination and release
reflecting the foregoing. 
 (g) PATRIOT Act, etc. Each of the Loan Parties shall have provided to the Administrative
Agent and the Lenders the documentation and other information reasonably requested by the Administrative Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and
regulations. 
 (h) Fees. Receipt by the Administrative Agent, the Arrangers and the Lenders of either (i) all
fees required to be paid on or before the Closing Date or (ii) evidence reasonably satisfactory to the Administrative Agent, the Arrangers and the Lenders that such fees will be paid substantially concurrently with the closing of and initial
funding under this Agreement on the Closing Date. 
 (i) Attorney Costs. The Borrower shall have either (i) paid
all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent), plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable
estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative
Agent), in each case to the extent invoiced to the Borrower at least one Business Day prior to the Closing Date, or (ii) provided evidence reasonably satisfactory to the Administrative Agent that such fees, charges and disbursements of counsel
will be paid substantially concurrently with the closing of and initial funding under this Agreement on the Closing Date. 
 Without
limiting the generality of the provisions of the last paragraph of Section 11.03, for purposes of determining compliance with the conditions specified in this Section 6.01, each Lender that has signed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have
received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. 
  

	 	6.02	Conditions to All Extensions of Credit. 

 The obligations of the Lenders to make
or participate in any Extensions of Credit (including the initial Extension of Credit), and/or any Issuing Lender to issue, extend or increase any Letter of Credit are subject to the satisfaction of the following conditions precedent on the relevant
borrowing, issuance, extension or increase date: 
 (a) Continuation of Representations and Warranties. The representations and
warranties of each Loan Party contained in this Agreement shall be true and correct in all material respects (or, if any such representation or warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct in all
respects as drafted) on and as of such borrowing, issuance, extension or increase date with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date,
which representation and warranty shall remain true and correct in all material respects (or, if any such representation or warranty is qualified by materiality or Material Adverse Effect, it shall remain true and correct in all respects as drafted)
as of such earlier date). 
 (b) No Existing Default. No Default or Event of Default shall have occurred and be continuing
(i) on the borrowing date with respect to such Loan or after giving effect to the Loans to be 

  
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made on such date or (ii) on the issuance, extension or increase date with respect to such Letter of Credit or after giving effect to the issuance, extension or increase of such Letter of
Credit on such date. 
 (c) Notices. The Administrative Agent shall have received a Notice of Borrowing or Letter of Credit
Application, as applicable, from the Borrower in accordance with Section 2.03(a) or Section 3.02, as applicable. 

(d) New Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) the Swingline Lender shall not be
required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and (ii) no Issuing Lender shall be required to issue, extend, renew or increase any Letter of Credit
unless it is satisfied that it will have no Fronting Exposure after giving effect thereto. 
 Each Notice of Borrowing and Letter of Credit
Application submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(a) and (b) have been satisfied on and as of the date of the applicable Extension of Credit or
issuance, extension or increase of a Letter of Credit. 
 ARTICLE VII 

REPRESENTATIONS AND WARRANTIES 

The Loan Parties represent and warrant to the Administrative Agent and the Lenders that: 

 

	 	7.01	Existence, Qualification and Power. 

 Each Loan Party and each Subsidiary
(a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental
licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified
and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in
clause (a) (with respect to Immaterial Subsidiaries only), (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. 

 

	 	7.02	Authorization; No Contravention. 

 The execution, delivery and performance by each
Loan Party of each Loan Document to which such Person is party have been duly authorized by all necessary corporate or other organizational action on the part of such Loan Party, and do not (a) contravene the terms of any of such Person’s
Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than pursuant to the Loan Documents), or require any payment to be made under (i) any Contractual Obligation to
which such Person is a party or by which such Person is bound or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law, except
in each case referred to in clause (b) or (c), to the extent such conflict, breach, contravention, payment or violation could not reasonably be expected to have a Material Adverse Effect. 

  
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	 	7.03	Governmental Authorization; Other Consents. 

 No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this
Agreement or any other Loan Document other than those that have already been obtained and are in full force and effect. 
  

	 	7.04	Binding Effect. 

 Each Loan Document has been duly executed and delivered by each
Loan Party that is party thereto. Each Loan Document constitutes a legal, valid and binding obligation of each Loan Party that is party thereto, enforceable against each such Loan Party in accordance with its terms, subject to applicable Debtor
Relief Laws and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 
  

	 	7.05	Financial Statements; No Material Adverse Effect. 

 (a) The
Audited Financial Statements and the unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ending July 31, 2014 (i) were prepared in accordance with GAAP consistently applied throughout the
period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period
covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the
Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required to be shown on financial statements prepared in accordance with GAAP. 

(b) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition or any
Recovery Event of any material part of the business or property of the Loan Parties and their Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any
other Person) material in relation to the consolidated financial condition of the Loan Parties and their Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not
otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. 
 (c) Since the date of the Audited
Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. 

 

	 	7.06	Litigation. 

 There are no actions, suits, proceedings, claims or disputes pending
or, to the knowledge of the Loan Parties, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any Subsidiary or against any of their properties or revenues that
(a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby or (b) could reasonably be expected to have a Material Adverse Effect. 

  
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	 	7.07	No Default. 

 (a) No Loan Party nor any Subsidiary is in default
under or with respect to any Contractual Obligation that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. 

(b) No Default has occurred and is continuing. 
  

	 	7.08	Ownership of Property. 

 Each Loan Party and each of its Subsidiaries has good
record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. 
  

	 	7.09	Environmental Compliance. 

 Except as could not reasonably be expected to have a
Material Adverse Effect: 
 (a) Each of the Facilities and all operations of any Loan Party or any Subsidiary at the
Facilities are in compliance with all applicable Environmental Laws. 
 (b) None of the Facilities contains, or has
previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could reasonably be expected to give rise to liability under, Environmental Laws. 

(c) No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority
alleging, any material violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities, nor does any Responsible Officer of any
Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened in writing. 

(d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed
of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable
Environmental Law. 
 (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of
the Responsible Officers of the Loan Parties, threatened in writing, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders,
administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary or the Facilities. 

(f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related
to the operations (including, without limitation, disposal of Hazardous Materials) of any Loan Party or any Subsidiary in connection with the Facilities, in 

  
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violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws. 

 

	 	7.10	Insurance. 

 The properties of the Loan Parties and their Subsidiaries are insured
with financially sound and reputable insurance companies not Affiliates of such Persons, in such amounts, with such deductibles and covering such risks as are materially consistent with the terms of insurance customarily carried by companies engaged
in similar businesses and owning similar properties in localities where the applicable Loan Party or the applicable Subsidiary operates. 
  

	 	7.11	Taxes. 

 The Loan Parties and their Subsidiaries have filed all federal and state
income tax returns and all other tax returns and reports required to be filed by them, and have paid all federal and state income and all other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties,
income or assets otherwise due and payable, in each case except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP or where failure
to so file or pay could not reasonably be expected to have a Material Adverse Effect. There is no proposed tax assessment against any Loan Party or any Subsidiary that would, if made, have a Material Adverse Effect. As of the Closing Date, no Loan
Party nor any Subsidiary is party to any agreement with any Person that is not a Loan Party or a Subsidiary that provides for the sharing or allocation of Taxes. 
  

	 	7.12	ERISA Compliance. 

 (a) Each Pension Plan is in compliance in all
material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state Laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a
favorable determination letter from the IRS to the effect that the form of such Pension Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the IRS to be exempt from federal
income tax under Section 501(a) of the Internal Revenue Code, or an application for such a letter is currently being processed by the IRS. To the knowledge of the Loan Parties, nothing has occurred that would prevent or cause the loss of
tax-qualified status of any Pension Plan as of the Closing Date. 
 (b) There are no pending or, to the best knowledge of the
Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Pension Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or
violation of the fiduciary responsibility rules with respect to any Pension Plan that has resulted or could reasonably be expected to have a Material Adverse Effect. 

(c) (i) No ERISA Event has occurred, and no Loan Party nor any ERISA Affiliate is aware of any fact, event or circumstance that
could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each
Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined
in Section 430(d)(2) of the Internal Revenue Code) is 60% or higher and no Loan Party nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment


  
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percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) no Loan Party nor any ERISA Affiliate has incurred any material liability to the PBGC other than for
the payment of premiums, and there are no premium payments which have become due that are unpaid; (v) no Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of
ERISA; and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title
IV of ERISA to terminate any Pension Plan, except in any case as could not reasonably be expected to have a Material Adverse Effect. 
  

	 	7.13	Subsidiaries. 

 Set forth on Schedule 7.13 to the Disclosure Letter is a
complete and accurate list as of the Closing Date of each Subsidiary of any Loan Party, together with (i) jurisdiction of organization of such Subsidiary, (ii) the percentage of outstanding shares of each class owned (directly or
indirectly) by any Loan Party or any Subsidiary, (iv) a designation of Excluded Subsidiaries, and (v) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with
respect thereto. The outstanding Equity Interests of each Material Subsidiary of any Loan Party are, to the extent such concepts are applicable, validly issued, fully paid and non-assessable. 

 

	 	7.14	Margin Regulations; Investment Company Act. 

 (a) The Borrower is
not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or
carrying margin stock. Following the application of the proceeds of each Extension of Credit, not more than 25% of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a consolidated basis) subject to the
provisions of Section 9.01 or Section 9.05 or subject to any restriction contained in any agreement or instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness and within the
scope of Section 10.01(e) will be margin stock. 
 (b) Neither the Borrower nor any Subsidiary is or is required
to be registered as an “investment company” under the Investment Company Act of 1940. 
  

	 	7.15	Disclosure. 

 No report, financial statement, certificate or other information
furnished in writing by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document
(in each case, as modified or supplemented by other information so furnished), when taken as a whole and together with the Borrower’s filings with the SEC that are available on the SEC’s website, contains any material misstatement of fact
or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that (a) with respect to projected financial information, the Loan
Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being understood that forecasts and projections are subject to contingencies and no assurance can be given that
any forecast or projection will be realized) and (b) with respect to information relating to the Borrower’s industry generally and trade data which relates to a Person that is not the Borrower or a Subsidiary thereof, the Borrower
represents and warrants only that such information is believed by it in good faith to be accurate in all material respects. 

  
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	 	7.16	Compliance with Laws. 

 Each Loan Party and Subsidiary is in compliance with the
requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith
by appropriate proceedings diligently conducted or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect. 
  

	 	7.17	Intellectual Property; Licenses, Etc. 

 Each Loan Party and each Subsidiary owns,
or possesses the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably
necessary for the operation of their respective businesses, except to the extent failure to own or possess any such IP Right could not reasonably be expected to have a Material Adverse Effect. Except for such claims and infringements that could not
reasonably be expected to have a Material Adverse Effect, (a) no claim has been asserted and is pending by any Person challenging or questioning the use of any IP Rights or the validity or effectiveness of any IP Rights, nor does any Loan Party
know of any such claim, and (b) to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan
Party or any Subsidiary does not infringe on the rights of any Person. 
  

	 	7.18	Solvency. 

 The Borrower is Solvent individually, and the Borrower and its
Subsidiaries are Solvent on a consolidated basis. 
  

	 	7.19	Identifying Information. 

 Set forth on Schedule 7.19(a) to the Disclosure
Letter is the chief executive office, exact legal name, U.S. tax payer identification number and organizational identification number of each Loan Party as of the Closing Date. Except as set forth on Schedule 7.19(b) to the Disclosure Letter,
no Loan Party has during the five years preceding the Closing Date (i) changed its legal name, (ii) changed its state of formation or (iii) been party to a merger, consolidation or other change in structure. 

 

	 	7.20	OFAC, Etc. 

 No Loan Party nor any of its Subsidiaries or, to their knowledge, any
of their Related Parties (i) is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States (50 U.S.C. App. §§ 1 et seq.), (ii) is in
material violation of (A) the Trading with the Enemy Act, (B) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V) or any enabling legislation or executive order relating
thereto or (C) the PATRIOT Act (collectively, the “Anti-Terrorism Laws”), (iii) is a Person the subject or target of any Sanctions or located, organized under or residing in a Designated Jurisdiction, or (iv) is in
violation of any Anti-Corruption Laws. 
 ARTICLE VIII 

AFFIRMATIVE COVENANTS 

  
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 So long as any Lender shall have any Revolving Credit Commitment hereunder, any Loan or other
Obligation hereunder shall remain unpaid or unsatisfied (other than (x) contingent indemnification obligations as to which no claim has been asserted and (y) obligations and liabilities under Specified Cash Management Agreements and
Specified Hedge Agreements), or any Letter of Credit shall remain outstanding (unless such Letter of Credit has become subject to cash collateralization or other arrangements reasonably satisfactory to the Administrative Agent), each Loan Party
shall and shall cause each Subsidiary to: 
  

	 	8.01	Financial Statements. 

 Deliver to the Administrative Agent and each Lender: 

(a) as soon as available, but in any event within ninety days after the end of each fiscal year of the Borrower, commencing
with the fiscal year ending January 31, 2015, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in stockholders’
equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an
independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to
any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; and 

(b) as soon as available, but in any event within forty-five days after the end of each of the first three fiscal quarters of
each fiscal year of the Borrower, commencing with the fiscal quarter ending October 31, 2014, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income
or operations for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, and the related consolidated statement of cash flows for the portion of the Borrower’s fiscal year then ended, in each case setting forth
in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by the chief executive officer, chief
financial officer, treasurer or controller of the Borrower as fairly presenting in all material respects the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to
normal year-end audit adjustments and the absence of footnotes. 
 As to any information contained in materials furnished pursuant to
Section 8.02(d), the Borrower shall not be separately required to furnish such information under Section 8.01(a) or 8.01(b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to
furnish the information and materials described in Section 8.01(a) or (b) above at the times specified therein. 
  

	 	8.02	Certificates; Other Information. 

 Deliver to the Administrative Agent and each
Lender: 
 (a) concurrently with the delivery of the financial statements referred to in Section 8.01(a), a
certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default under the financial covenants set forth herein
or, if any such Default shall 

  
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exist, stating the nature and status of such event (which certificate may be limited to the extent required by accounting rules and guidelines); 

(b) within five (5) Business Days after the delivery of the financial statements referred to in Sections 8.01(a)
and 8.01(b), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower, which shall (i) specify the Applicable Margin determined by reference to the
Consolidated Leverage Ratio as calculated and set forth in such Compliance Certificate and (ii) in the case of a Compliance Certificate delivered in connection with the financial statements required under Section 8.01(a), include
such supplements to Schedules 7.13, 7.19(a) and 7.19(b) to the Disclosure Letter as are necessary such that, as supplemented, such Schedules would be accurate and complete as of the date of such Compliance Certificate (which
delivery may, unless the Administrative Agent or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes); 

(c) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management
letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of
any of them; 
 (d) without duplication of Section 8.01, promptly after the same are available, copies of each
annual report, proxy or financial statement or other material report or communication sent to the equityholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any
Subsidiary may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934; 

(e) promptly after the furnishing thereof, copies of any material statement or report furnished to any holder (other than the
Borrower or any Subsidiary) of debt securities (for the avoidance of doubt, excluding loan agreements and notes issued thereunder) of any Loan Party pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise
required to be furnished to the Lenders pursuant to Section 8.01 or any other clause of this Section 8.02 (it being understood that notices or reports regarding conversion or convertibility of Convertible Debt Securities need
not be furnished); 
 (f) promptly upon receipt thereof by the Borrower or any Subsidiary, copies of each material notice or
other material correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation by such agency regarding financial or other operational results of any Loan Party or any Subsidiary; and

 (g) promptly upon request, such additional information regarding the business, financial or corporate affairs of any Loan
Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request. 

Documents required to be delivered pursuant to Section 8.01(a) or 8.01(b) or Section 8.02(d) (to the extent any
such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link
thereto on the Borrower’s website on the Internet at the website address listed on Schedule 12.02; or (ii) on which such documents are posted on the 

  
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Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third party website or whether sponsored by
the Administrative Agent); provided that the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease
delivering paper copies is given by the Administrative Agent or such Lender. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no
responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. 

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make
available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar
electronic system (the “Platform”) and (b) certain of the Lenders (each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its
Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials
that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking
Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the
Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in
Section 12.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the
Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated as “Public Side Information.” Notwithstanding the foregoing,
the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.” 
  

	 	8.03	Notices. 

 Promptly (and in any event, within five Business Days) notify the
Administrative Agent of: 
 (a) the occurrence of any Default; 

(b) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect; 

(c) the occurrence of any ERISA Event that could reasonably be expected to give rise to liabilities in excess of the Threshold
Amount; and 
 (d) any material change in accounting policies or financial reporting practices by any Loan Party or any
Subsidiary (except for any such change required by Law) and any determination by the Borrower referred to in the last paragraph of the definition of “Applicable Margin” in Section 1.01. 

Each notice pursuant to this Section 8.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting
forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 8.03(a) 

  
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shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached. 

 

	 	8.04	Payment of Taxes. 

 Pay and discharge, as the same shall become due and payable,
all Taxes upon it or its properties or assets, unless (i) the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Loan Party or such
Subsidiary or (ii) the failure to do so could not reasonably be expected to have a Material Adverse Effect. 
  

	 	8.05	Preservation of Existence, Etc. 

 (a) In the case of the Loan
Parties, preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 9.04 or 9.05. 

(b) In the case of Subsidiaries that are not Loan Parties, preserve, renew and maintain in full force and effect its good
standing under the Laws of the jurisdiction of its organization, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. 

(c) Take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in
the normal conduct of its business, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. 

(d) Preserve or renew all of its IP Rights, except where the non-preservation or non-renewal of such IP Rights could reasonably
be expected to have a Material Adverse Effect. 
  

	 	8.06	Maintenance of Properties. 

 (a) Maintain, preserve and protect
all of its properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted, and make all necessary repairs thereto and renewals and replacements thereof, except in each case
where the failure to do so could not reasonably be expected to have a Material Adverse Effect. 
 (b) Use the standard of
care typical in the industry in the operation and maintenance of its facilities, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. 

 

	 	8.07	Maintenance of Insurance. 

 Maintain in full force and effect insurance (including
worker’s compensation insurance, liability insurance, casualty insurance and business interruption insurance) with financially sound and reputable insurance companies not Affiliates of any Loan Party, in such amounts, with such deductibles and
covering such risks as are materially consistent with the terms of insurance customarily carried by companies engaged in similar businesses and owning similar properties in localities where such Loan Party or such Subsidiary operates. 

 

	 	8.08	Compliance with Laws. 


  
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 (a) Comply with the requirements of all Laws and all orders, writs, injunctions
and decrees applicable to it or to its business or property, except in such instances in which (i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or
(ii) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect. 
 (b) Maintain
in effect and enforce policies and procedures designed to ensure compliance by such Loan Party, its Subsidiaries and their respective Related Parties with Anti-Corruption Laws and applicable Sanctions. 

 

	 	8.09	Books and Records. 

 (a) Maintain proper books of record and
account, in which full, true and correct entries are made in all material respects sufficient to prepare financial statements of the Borrower and its Subsidiaries in accordance with GAAP. 

(b) Maintain such books of record and account in material conformity with all applicable requirements of any Governmental
Authority having regulatory jurisdiction over such Loan Party or any Material Subsidiary, as the case may be. 
  

	 	8.10	Inspection Rights. 

 Permit representatives and independent contractors of the
Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its
directors, officers, and independent public accountants, all at the expense of the Borrower and at such reasonable times during normal business hours (but not more than once per fiscal year unless an Event of Default exists), upon reasonable advance
notice to the Borrower; provided, however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense
of the Borrower at any time during normal business hours and without advance notice. Notwithstanding the foregoing, neither the Borrower nor its Subsidiaries shall be required to disclose or discuss, or permit the inspection, examination or making
of extracts of, any document, book, record or other matter, that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent, such Lender or other
representatives is then prohibited by applicable Law or any agreement binding on the Borrower or its Subsidiaries or (iii) is protected from disclosure by the attorney-client privilege or the attorney work product privilege. 

 

	 	8.11	ERISA Compliance. 

 Do, and cause each of its ERISA Affiliates to do, each of the
following: (a) maintain each Pension Plan in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state law, and (b) make all required contributions to any Plan subject
to Section 412, Section 430 or Section 431 of the Internal Revenue Code, in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. 

 

	 	8.12	Additional Guarantors. 

 Within forty-five days (or such later date as the
Administrative Agent may agree in its sole discretion) after any Person becomes a Domestic Subsidiary (other than an Excluded Subsidiary) or a Domestic Subsidiary ceases to be an Excluded Subsidiary, cause such Person to (a) become a Guarantor


  
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by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (b) upon the
request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, and such other documents of the types referred to in
Section 6.01(a)(iii), all in form, content and scope reasonably satisfactory to the Administrative Agent. 
  

	 	8.13	Compliance With Environmental Laws. 

 Comply in all material respects, with all
applicable Environmental Laws and environmental permits; obtain and renew all environmental permits necessary for its operations and properties; and conduct any investigation, study, sampling and testing required by a Governmental Authority pursuant
to an Environmental Law, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its owned or leased properties, in accordance with the requirements of all Environmental Laws,
except, in any case, where the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. 
  

	 	8.14	Further Assurances. 

 Promptly upon request by the Administrative Agent, or any
Lender through the Administrative Agent, (a) correct any defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record,
re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances, agreements, documents and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably
require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents and (ii) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Administrative Agent and the
Lenders the rights granted or now or hereafter intended to be granted to the Administrative Agent and the Lenders under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party is or is to
be a party. 
  

	 	8.15	Use of Proceeds. 

 Use the proceeds of the Extensions of Credit (a) to
finance working capital, capital expenditures and other lawful corporate purposes and (b) to refinance certain existing Indebtedness. 

ARTICLE IX 
 NEGATIVE
COVENANTS 
 So long as any Lender shall have any Revolving Credit Commitment hereunder, any Loan or other Obligation hereunder shall
remain unpaid or unsatisfied (other than (x) contingent indemnification obligations as to which no claim has been asserted and (y) obligations and liabilities under Specified Cash Management Agreements and Specified Hedge Agreements), or
any Letter of Credit shall remain outstanding (unless such Letter of Credit has become subject to cash collateralization or other arrangements reasonably satisfactory to the Administrative Agent), no Loan Party shall, nor shall it permit any
Subsidiary to, directly or indirectly: 

  
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	 	9.01	Liens. 

 Create, incur, assume or suffer to exist any Lien upon any of its
property, assets or revenues, whether now owned or hereafter acquired, other than the following: 
 (a) Liens pursuant to any
Loan Document; 
 (b) Liens existing on the Closing Date and listed on Schedule 9.01 to the Disclosure Letter and any
renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not
changed, and (iv) any renewal or extension of the obligations secured or benefited thereby, to the extent constituting Indebtedness, is permitted by Section 9.03(b); 

(c) Liens for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and
by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; 

(d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in
the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the
books of the applicable Person; 
 (e) pledges or deposits in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other social security legislation (including pledges or deposits security liabilities for reimbursement or indemnity arrangements and letter of credit or bank guaranty arrangements with respect
thereto), other than any Lien imposed by ERISA; 
 (f) deposits to secure the performance of bids, trade contracts and leases
(other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; 

(g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are
not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; 

(h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not
constituting an Event of Default under Section 10.01(h); 
 (i) Liens securing Indebtedness permitted under
Section 9.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including any additions, accessions, parts, improvements and attachments thereto
and the proceeds thereof and reasonable and customary security deposits in connection therewith), (ii) the Indebtedness secured thereby does not exceed the cost (negotiated on an arm’s length basis) of the property being acquired on the
date of acquisition or the cost of such construction or improvement and (iii) such Liens attach to such property concurrently with or within ninety days after the acquisition or completion of the construction or improvement thereof; 

  
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 (j) leases or subleases granted to others not interfering in any material respect
with the business of any Loan Party or any Subsidiary; 
 (k) any interest of title of a lessor under, and Liens arising from
UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to leases permitted by this Agreement; 

(l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 9.02(a);

 (m) Liens arising as a matter of law or created in the ordinary course of business in the nature of (i) normal and
customary rights of setoff and bankers’ liens upon deposits of cash in favor of banks or other depository institutions and (ii) Liens securing reasonable and customary fees for services in favor of banks, securities intermediaries or other
depository institutions; 
 (n) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code
(or, if applicable, the corresponding section of the Uniform Commercial Code in effect in the relevant jurisdiction) on items in the course of collection; and 

(o) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any
Subsidiary of the Borrower or becomes a Subsidiary of the Borrower or existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; provided that (i) such Liens were not created in contemplation of
such merger, consolidation, Investment or acquisition, (ii) such Liens do not encumber any property other than the property encumbered at the time of such merger, consolidation, Investment or acquisition, and the proceeds and products thereof,
(iii) such Liens do not extend to any assets other than those of the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary or the assets so acquired, and (iv) any
Indebtedness secured by such Lien is permitted under Section 9.03(f); 
 (p) Liens in favor of customs and
revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; 

(q) customary Liens on insurance proceeds securing financed insurance premiums in the ordinary course of business; 

(r) licenses of intellectual property in the ordinary course of business (including intercompany licensing of intellectual
property between the Borrower and any Subsidiary or between Subsidiaries in connection with cost-sharing arrangements, distribution, marketing, make-sell and other similar arrangements) not interfering in any material respect with the business of
the Borrower and its Subsidiaries; 
 (s) Liens on any cash earnest money deposit made by the Borrower or any Subsidiary in
connection with any letter of intent or acquisition agreement relating to a Permitted Acquisition, Disposition or other transaction that is not prohibited by this Agreement; 

(t) customary Liens granted in favor of a trustee pursuant to an indenture relating to Indebtedness not prohibited under this
Agreement to the extent such Liens (i) only secure customary compensation, indemnification and reimbursement obligations owing to such trustee under such indenture and (ii) are limited to the cash held by such trustee (excluding cash held
in trust for the payment of such Indebtedness); 

  
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 (u) deposits as security for contested Taxes or contested import or customs
duties; 
 (v) customary Liens granted in the ordinary course of business securing any overdraft and related liabilities
arising under Cash Management Agreements; 
 (w) customary rights of first refusal, voting, redemption, transfer or other
restrictions with respect to the Equity Interests in any joint venture entities or other Persons that are not Subsidiaries; 

(x) assignments of the right to receive income effected as part of the sale of a Subsidiary or a business unit that is
otherwise permitted pursuant to Section 9.05; 
 (y) Liens on cash and Cash Equivalents arising in connection
with the defeasance, discharge or redemption of Indebtedness not prohibited by this Agreement; 
 (z) Liens on real property,
land, improvements and related fixed assets and fixtures, easements and other appurtenances, leases and rents, insurance proceeds and other related property customarily encumbered by a mortgage or deed of trust, securing Indebtedness permitted under
Section 9.03(m); and 
 (aa) other Liens securing Indebtedness or other obligations permitted hereunder in an
aggregate principal amount at any time outstanding not exceeding $100,000,000. 
  

	 	9.02	Investments. 

 Make any Investments, except: 

(a) Investments held in the form of cash or constituting Cash Equivalents at the time acquired; 

(b) Investments existing as of the Closing Date and set forth on Schedule 9.02 to the Disclosure Letter and any
Investments to be made pursuant to existing written commitments or ongoing negotiations set forth on Schedule 9.02 to the Disclosure Letter, up to the amounts set forth on Schedule 9.02 to the Disclosure Letter; 

(c) Investments by the Borrower or any Subsidiary existing on the Closing Date in the Equity Interests of its Subsidiaries;

 (d) Investments made by the Borrower in or to any Subsidiary and made by any Subsidiary in or to the Borrower or any other
Subsidiary; 
 (e) Investments consisting of extensions of credit in the nature of accounts receivable (including
intercompany receivables and intercompany charges or expenses) or notes receivable arising from the grant of trade credit in the ordinary course of business, prepayments or other credits to suppliers or vendors made in the ordinary course of
business and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; 

(f) Guarantees permitted by Section 9.03; 

(g) Permitted Acquisitions; 

  
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 (h) Investments held by any Person that becomes a Subsidiary of the Borrower
after the date hereof pursuant to a Permitted Acquisition; provided that such Investments are existing at the time such Person becomes a Subsidiary of the Borrower and were not made in contemplation of such Permitted Acquisition; 

(i) Swap Contracts permitted by Section 9.03(d) and Permitted Call Spread Swap Agreements; 

(j) to the extent permitted by Section 9.05, Investments consisting of non-cash consideration received for any
Disposition permitted by Section 9.05; 
 (k) Investments that consist of or result from a merger or
consolidation permitted by Section 9.04; 
 (l) advances to officers, directors and employees of the Borrower and
Subsidiaries made in the ordinary course of business and substantially consistent with past practice for travel, entertainment, relocation, commission advances and analogous ordinary business purposes; 

(m) to the extent constituting an Investment, Permitted Liens; 

(n) any other Investments so long as, immediately after giving effect to any such Investment (and any Indebtedness incurred in
connection therewith), (i) no Default has occurred and is continuing, (ii) the Consolidated Leverage Ratio, calculated on a Pro Forma Basis as of the most recent fiscal quarter end for which the Borrower was required to deliver financial
statements pursuant to Section 8.01(a) or (b), is at least 0.25 to 1.00 less than the maximum Consolidated Leverage Ratio then permitted under Section 9.10(a) (giving effect to any increase in such maximum Consolidated
Leverage Ratio in effect during a Leverage Increase Period instituted in accordance with Section 9.10(a)), and (iii) the Loan Parties are otherwise in compliance with the financial covenants set forth in Section 9.10,
calculated on a Pro Forma Basis as of the most recent fiscal quarter end for which the Borrower was required to deliver financial statements pursuant to Section 8.01(a) or (b); 

(o) Investments in an amount not to exceed, in the aggregate in any fiscal year of the Borrower, 5.0% of Consolidated Total
Assets (determined based on the financial statements most recently delivered pursuant to Section 8.01 prior to each Investment made pursuant to this clause (o)); and 

(p) Investments received in connection with the merger, disposition, liquidation, dissolution or other transaction involving a
Person in which the Borrower or any of its Subsidiaries holds a minority investment. 
  

	 	9.03	Indebtedness. 

 Create, incur, assume or suffer to exist any Indebtedness, except:

 (a) Indebtedness under the Loan Documents; 

(b) Indebtedness outstanding on the Closing Date (or, in the case of any revolving credit facility, available to be drawn
thereunder) set forth on Schedule 9.03 to the Disclosure Letter (and renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness (or, in the case of any revolving credit facility, the maximum
principal amount 

  
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available to be drawn thereunder) is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and
fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and
subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are not materially less favorable to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being
refinanced, renewed or extended; 
 (c) intercompany Indebtedness permitted under Section 9.02; provided
that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary or an Excluded Subsidiary (i) such Indebtedness shall be subordinated by its terms in right of payment to the prior payment of the Obligations and (ii) such
Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; 

(d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that such obligations
are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or
changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; 

(e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter
incurred to finance the purchase, construction or improvement of fixed assets or the purchase of software, and renewals, refinancings and extensions thereof, provided that such Indebtedness when incurred shall not exceed the purchase price or
construction or improvement cost of the asset(s) financed; 
 (f) Indebtedness of any Person that becomes a Subsidiary of the
Borrower after the date hereof in a transaction permitted hereunder if either (i) such Indebtedness is of the type described in Section 9.03(e) or (ii) after giving effect to such transaction and Indebtedness on a Pro Forma
Basis at the time such Person becomes a Subsidiary, the Loan Parties are in compliance with the financial covenants set forth in Section 9.10; provided that any such Indebtedness is existing at the time such Person becomes a
Subsidiary of the Borrower and was not incurred in contemplation of such Person’s becoming a Subsidiary of the Borrower; 

(g) Indebtedness secured by a Lien on any asset of the Borrower or any Subsidiary, provided that the aggregate
outstanding principal amount of Indebtedness incurred in reliance on this clause (g) shall not at any time exceed $100,000,000; 

(h) Indebtedness with respect to surety, appeal, indemnity, performance or other similar bonds incurred in the ordinary course
of business; 
 (i) Indebtedness arising in connection with customary Cash Management Agreements and from the honoring by a
bank or financial institution of a check, draft or similar instrument drawn against insufficient funds or from the endorsement of instruments for collection, in each case in the ordinary course of business; 

(j) customer deposits and advance payments received in the ordinary course of business from customers for goods or services
purchased in the ordinary course of business; 

  
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 (k) Indebtedness consisting of obligations under repurchase agreements
constituting Cash Equivalents at the time such Investment was made; 
 (l) Indebtedness arising under any Permitted Call
Spread Swap Agreement; 
 (m) Indebtedness assumed or incurred in connection with the purchase or construction of, or other
financing of or borrowing against, real property, land, improvements and related fixed assets and fixtures, in an aggregate principal amount at any time outstanding not exceeding $500,000,000; 

(n) other unsecured Indebtedness so long as, after giving effect to the incurrence thereof on a Pro Forma Basis, the Loan
Parties are in compliance with the financial covenants set forth in Section 9.10; and 
 (o) Guarantees with
respect to Indebtedness of the Borrower or any Subsidiary permitted under this Section 9.03, provided that any Guarantee of Indebtedness permitted under Section 9.03(b) (to the extent such Guarantee is not permitted under
Section 9.03(b)) may only be given by a Loan Party if the obligor on such Indebtedness is a Loan Party. 
  

	 	9.04	Fundamental Changes. 

 Merge, dissolve, liquidate or consolidate with or into
another Person, except that so long as no Default exists or would result therefrom, (a) the Borrower may merge or consolidate with any of its Subsidiaries provided that the Borrower is the continuing or surviving Person, (b) any
Subsidiary may merge or consolidate with any other Subsidiary provided that if a Loan Party is a party to such transaction, the continuing or surviving Person is a Loan Party or such surviving Person becomes a Loan Party concurrently with the
consummation of such merger or consolidation, (c) the Borrower or any Subsidiary may merge with any other Person in connection with a Permitted Acquisition or other transaction permitted hereunder provided that (i) if the Borrower
is a party to such transaction, the Borrower is the continuing or surviving Person and (ii) if a Loan Party is a party to such transaction, such Loan Party is the surviving Person or such surviving Person becomes a Loan Party concurrently with
the consummation of such transaction and (d) any Subsidiary may dissolve, liquidate or wind up its affairs (including by “striking off” or similar proceeding) at any time provided that (i) such dissolution, liquidation or
winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and (ii) the residual assets of such Subsidiary shall be transferred to (x) a Loan Party, if such Subsidiary is a Guarantor, (y) the parent
of such Subsidiary, if such Subsidiary is not a Guarantor, or (z) in the case of “striking off” or similar proceeding, the creditors or applicable Governmental Authority. 

 

	 	9.05	Dispositions. 

 Make any Disposition except: 

(a) Permitted Transfers; 

(b) transfers of property subject to Recovery Events in connection with any settlement related thereto; 

(c) Dispositions of assets acquired pursuant to a Permitted Acquisition that in the reasonable judgment of the Borrower’s
management are not necessary or desirable to carry out the Borrower’s business plans, to the extent binding agreements or letters of intent providing for such Dispositions are entered into within twelve months after the acquisition of such
assets; and 

  
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 (d) other Dispositions so long as (i) at least 75% of the consideration paid
in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and the consideration shall be in an amount not less than the fair market value (as reasonably determined by the Borrower in good
faith) of the property disposed of, (ii) such transaction does not involve the sale or other disposition of a minority equity interest in any Subsidiary, (iii) no Default has occurred and is continuing both immediately prior to and after
giving effect to such Disposition, (iv) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise
permitted under this Section 9.05, and (v) after giving effect to such Disposition, the aggregate net book value of all of the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries in all such transactions
occurring after the Closing Date shall not exceed 5% of Consolidated Total Assets (as determined based on the most recently delivered financial statements pursuant to Section 8.01). 

For purposes of clause (i) of Section 9.05(d), the amount of (A) any liabilities (as shown on the Borrower’s or
such Subsidiary’s most recent balance sheet or in the notes thereto) of the Borrower or any Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee of any such assets and
from which the Borrower and all Subsidiaries have been validly released by all applicable creditors in writing and (B) any securities, notes or other obligations received by the Borrower or such Subsidiary from such transferee that are
converted by the Borrower or such Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of such sale, transfer or other disposition, in each case shall be deemed
to be cash paid contemporaneously with the Disposition. 
  

	 	9.06	Restricted Payments. 

 Declare or make, directly or indirectly, any Restricted
Payment, except that: 
 (a) each Subsidiary may make Restricted Payments to Persons that own Equity Interests in such
Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; 

(b) the Borrower and its Subsidiaries may make non-cash Restricted Payments pursuant to and in accordance with stock option
plans or other benefit plans for management, employees or other eligible service providers of the Borrower and its Subsidiaries or in connection with a Permitted Acquisition involving the issuance of Equity Interests of the Borrower to its employees
or other eligible service providers outside of a stock option or benefit plan that are subject to vesting and forfeiture conditions; 

(c) the Borrower may distribute rights pursuant to a stockholder rights plan or redeem such rights, provided that such
redemption is in accordance with the terms of such stockholder rights plan; 
 (d) each Loan Party and each Subsidiary may
declare and make dividend payments or other distributions payable solely in common Equity Interests of such Person; 
 (e)
the Borrower may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issuance of its Equity Interests (other than Disqualified Stock); 

  
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 (f) the Borrower may repurchase or pay cash in lieu of fractional shares of its
Equity Interests arising out of stock dividends, splits or combinations, business combinations or conversions of convertible securities (including Convertible Debt Securities); 

(g) the Borrower and its Subsidiaries may pay withholding taxes in connection with the retention of Equity Interests pursuant
to equity-based compensation plans; 
 (h) the Borrower or any Subsidiary may receive or accept the return to the Borrower or
any Subsidiary of Equity Interests of the Borrower or any Subsidiary constituting a portion of the purchase price consideration in settlement of indemnification claims; 

(i) the Borrower or any Subsidiary may pay cash in lieu of fractional shares in connection with the conversion of any Equity
Interests or make cash settlement payments upon the exercise of warrants to purchase its Equity Interests or “net share settle” warrants; 

(j) the Borrower may make payments or distributions to dissenting stockholders as required by applicable Law; 

(k) the Borrower may enter into, exercise its rights and perform its obligations under Permitted Call Spread Swap Agreements;

 (l) the Borrower may make distributions or dividends consisting of products and/or services or other assets of the
Borrower, either directly or through distributions or dividends consisting of all or a portion of the Equity Interests of Subsidiaries (other than Material Subsidiaries), that the Borrower has reasonably determined, in good faith, are not material
to the operations or financial condition of the Borrower and its Subsidiaries taken as a whole, the fair market value (as reasonably determined by the Borrower) of all such distributions and dividends under this clause (l) in any fiscal year of
the Borrower not to exceed $20,000,000 in the aggregate taken together with (but without duplication of) all Dispositions made in reliance on clause (l) of the definition of “Permitted Transfers” in such fiscal year; 

(m) so long as no Default exists immediately prior and after giving effect thereto, the Borrower may make other Restricted
Payments in an aggregate amount during any fiscal year of the Borrower not to exceed $50,000,000; and 
 (n) the Borrower and
its Subsidiaries may make any other Restricted Payment so long as, prior to making such Restricted Payment and after giving effect thereto (and to any Indebtedness incurred in connection therewith), (i) no Default has occurred and is
continuing, (ii) the Consolidated Leverage Ratio, calculated on a Pro Forma Basis as of the most recent fiscal quarter end for which the Borrower was required to deliver financial statements pursuant to Section 8.01(a) or
(b), is less than or equal to 3.00 to 1.00, and (iii) the Loan Parties are otherwise in compliance with the financial covenants set forth in Section 9.10, calculated on a Pro Forma Basis as of the most recent fiscal quarter
end for which the Borrower was required to deliver financial statements pursuant to Section 8.01(a) or (b). 
  

	 	9.07	Change in Nature of Business. 

 Engage in any material line of business
substantially different from those lines of business conducted by the Loan Parties and their Subsidiaries on the Closing Date or any business substantially related or incidental thereto or constituting reasonable extensions thereof. 

  
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	 	9.08	Transactions with Affiliates. 

 Enter into or permit to exist any transaction or
series of transactions with any Affiliate of such Person, whether or not in the ordinary course of business, other than (a) advances of working capital to any Loan Party, (b) transfers of cash and assets to any Loan Party,
(c) intercompany transactions not prohibited by this Agreement, (d) indemnification arrangements and employee agreements, stock compensation plans and arrangements, and other compensation arrangements (including reasonable and customary
fees paid to directors) with, and reimbursement of expenses of, in each case, current or former officers, directors and contractors, (e) transactions set forth on Schedule 9.08 to the Disclosure Letter; (f) Permitted Transfers and
Restricted Payments permitted by Section 9.06, (g) extraordinary retention, bonus or similar arrangements approved by the Borrower’s board of directors (or a committee thereof), (h) severance arrangements entered into in
the ordinary course of business, (i) other transactions in an aggregate amount not to exceed $10,000,000 in any fiscal year of the Borrower, (j) Investments permitted by Section 9.02 and (k) except as otherwise
specifically limited in this Agreement, other transactions which are on terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms’-length transaction with a Person other than an
Affiliate. 
  

	 	9.09	Use of Proceeds. 

 Use the proceeds of any Extension of Credit, whether directly
or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund
indebtedness originally incurred for such purpose. 
  

	 	9.10	Financial Covenants. 

 (a) Consolidated Leverage Ratio.
Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower to be greater than 3.00 to 1.00; provided that, (i) during the period of four (4) consecutive fiscal quarters immediately following
the consummation of a Permitted Acquisition for which the aggregate consideration paid by the Borrower and its Subsidiaries exceeds $100,000,000 (commencing with the quarter in which such Permitted Acquisition occurs), the Borrower may elect, with
prior notice to the Administrative Agent, to increase the preceding ratio to 3.50 to 1.00 (“Leverage Increase Period”); (ii) for at least two consecutive full fiscal quarters immediately following a Leverage Increase Period,
the Consolidated Leverage Ratio as of the end of each such fiscal quarter shall be not greater than 3.00 to 1.00 before the Borrower may elect to institute another Leverage Increase Period pursuant to the foregoing clause (i); (iii) no more
than two Leverage Increase Periods may be elected by the Borrower during the term of this Agreement; and (iv) immediately after the end of a Leverage Increase Period, the maximum Consolidated Leverage Ratio permitted under this
Section 9.10(a) shall automatically revert to 3.00 to 1.00. 
 (b) Consolidated Interest Coverage Ratio.
Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Borrower to be less than 3.00 to 1.00. 
  

	 	9.11	Prepayment of Subordinated Indebtedness, Etc. 

 (a) If any Default
exists, amend or modify any of the terms of any Subordinated Indebtedness of any Loan Party or any Subsidiary if such amendment or modification would add or change any terms in a manner materially adverse to any Loan Party or any Subsidiary, or
shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto. 

  
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 (b) If any Default exists, make (or give any notice with respect thereto) any
voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due),
refund, refinance or exchange of any Subordinated Indebtedness of any Loan Party or any Subsidiary. 
  

	 	9.12	Sanctions. 

 Directly, or to the Borrower’s knowledge, indirectly, use the
proceeds of any Extension of Credit, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, (A) in furtherance of an offer, payment, promise to pay, or authorization
of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time
of such funding, is the subject or target of Sanctions, or (C) in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Arranger,
Administrative Agent, Issuing Lender, Swingline Lender or otherwise) of Sanctions, Anti-Corruption Laws or any other Anti-Terrorism Laws. 

ARTICLE X 
 EVENTS OF
DEFAULT AND REMEDIES 
  

	 	10.01	Events of Default. 

 Any of the following shall constitute an Event of Default:

 (a) Non-Payment. Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of
principal of any Loan, or (ii) within three Business Days after the same becomes due, any interest on any Loan, or any fee due hereunder, or (iii) within five Business Days after the same becomes due and (except to the extent a time period
for payment is otherwise specified herein with respect to such amount) demand has been made therefor, any other amount payable hereunder or under any other Loan Document; or 

(b) Specific Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in
(i) any of Section 8.03(a), 8.05, 8.12, or 8.13 or Article IX or (ii) any of Section 8.01, 8.02 or 8.03 (other than clause (a) thereof) and, in the case of this clause
(ii) such failure continues for five Business Days; or 
 (c) Other Defaults. Any Loan Party fails to perform or
observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty days after the earlier of (i) a
Responsible Officer of the Borrower becoming aware of such failure and (ii) the date written notice thereof shall have been given to the Borrower by the Administrative Agent; or 

(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made
by or on behalf of any Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or 

(e) Cross-Default. (i) Any Loan Party or any Subsidiary (A) fails to make any payment when due (whether by
scheduled maturity, required prepayment, acceleration, demand, 

  
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or otherwise) in respect of any Indebtedness having an aggregate outstanding principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of
more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness having an aggregate outstanding principal amount of more than the Threshold Amount or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such
holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or
redeem such Indebtedness to be made, prior to its stated maturity; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract
as to which any Loan Party or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which any Loan Party or any Subsidiary is an Affected Party (as
so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount; provided that this clause (e) shall not apply to (x) Indebtedness
secured by a Permitted Lien that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness in a sale or transfer permitted under this Agreement, so long as such Indebtedness is repaid when
required under the documents providing for such Indebtedness, (y) any redemption, repurchase, conversion or settlement of any Convertible Debt Security pursuant to its terms unless such redemption, repurchase, conversion or settlement results
from a default thereunder or an event of the type that constitutes an Event of Default or (z) any early payment requirement or unwinding or termination with respect to any Permitted Call Spread Swap Agreement not resulting from an event of
default thereunder. 
 (f) Insolvency Proceedings, Etc. Any Loan Party or any Subsidiary (other than an Immaterial
Subsidiary) institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator,
liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of
such Person and the appointment continues undischarged or unstayed for sixty calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of
such Person and continues undismissed or unstayed for sixty calendar days, or an order for relief is entered in any such proceeding; or 

(g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary (other than an Immaterial Subsidiary)
becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the
property of any such Person and is not released, vacated or fully bonded within thirty days after its issue or levy; or 

(h) Judgments. There is entered against any Loan Party or any Subsidiary one or more final judgments or orders for the
payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of the claim and does not dispute
coverage) and (i) enforcement proceedings are commenced by any creditor upon such judgment or order or (ii) there is a period of thirty consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or
otherwise, is not in effect; or 

  
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 (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan
which has resulted or could reasonably be expected to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the Borrower or any ERISA
Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of
the Threshold Amount; or 
 (j) Invalidity of Loan Documents. Any Loan Document, at any time after its execution and
delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or
enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or 

(k) Change of Control. There occurs any Change of Control; or 

(l) Invalidity of Subordination Provisions. Any of the Obligations for any reason shall cease to be “Senior
Debt” (or any comparable term) under, and as defined in, any documents evidencing or governing any Subordinated Indebtedness or the subordination provisions of the documents evidencing or governing any Subordinated Indebtedness shall, in whole
or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable Subordinated Indebtedness. 
  

	 	10.02	Remedies Upon Event of Default. 

 If any Event of Default occurs and is
continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions: 

(a) declare the commitment of each Lender to make Loans and any obligation of the Issuing Lenders to issue and amend Letters of
Credit to be terminated, whereupon such commitments and obligations shall be terminated; 
 (b) declare the unpaid principal
amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of
any kind, all of which are hereby expressly waived by the Borrower; 
 (c) require that the Borrower Cash Collateralize the
L/C Obligations in an amount equal to 105% of the outstanding L/C Obligations; and 
 (d) exercise on behalf of itself, the
Lenders and the Issuing Lenders all rights and remedies available to it, the Lenders and the Issuing Lenders under the Loan Documents or applicable Law or at equity; 

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower
under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the Issuing Lenders to issue and amend Letters of Credit shall automatically terminate, the unpaid principal amount of all outstanding
Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the 

  
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Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. 

 

	 	10.03	Application of Funds. 

 After the exercise of remedies provided for in
Section 10.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 10.02), any
amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15 and 2.16, be applied by the Administrative Agent in the following order: 

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees,
charges and disbursements of counsel to the Administrative Agent and amounts payable under Article IV) payable to the Administrative Agent in its capacity as such; 

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest
and letter of credit commissions) payable to the Lenders and the Issuing Lenders (including fees, charges and disbursements of counsel to the respective Lenders and Issuing Lenders and amounts payable under Article IV), ratably among them in
proportion to the respective amounts described in this clause Second payable to them; 
 Third, to payment of that portion of
the Obligations constituting accrued and unpaid letter of credit commissions and interest on the Loans and Reimbursement Obligations, ratably among the Lenders and Issuing Lenders in proportion to the respective amounts described in this clause
Third held by them; 
 Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the
Loans and Reimbursement Obligations, (b) payment of Obligations then owing under any Specified Hedge Agreements, (c) payments of Obligations then owing under any Specified Cash Management Agreements and (d) Cash Collateralize that
portion of the L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders, the Issuing Lenders, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this
clause Fourth held by them; and 
 Last, the balance, if any, after all of the Obligations have been indefeasibly paid in
full, to the Borrower or as otherwise required by Law. 
 Subject to Section 2.15, amounts used to Cash Collateralize the
aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such
Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. 

Notwithstanding the foregoing, Obligations arising under Specified Cash Management Agreements and Specified Hedge Agreements shall be excluded
from the application described above if the Administrative Agent has not received a written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank,
as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be 

  
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deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XI for itself and its Affiliates as if a “Lender” party
hereto. 
 ARTICLE XI 

ADMINISTRATIVE AGENT 
  

	 	11.01	Appointment and Authority. 

 Each of the Lenders and each Issuing Lender hereby
irrevocably appoints Wells Fargo to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to
the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing
Lenders, and no Loan Party shall have rights as a third party beneficiary of any of such provisions (except the Borrower to the extent provided in Section 11.06(a)). It is understood and agreed that the use of the term “agent”
herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law.
Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. 
  

	 	11.02	Rights as a Lender. 

 The Person serving as the Administrative Agent hereunder
shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly
indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person 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 business with any Loan Party or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty
to account therefor to the Lenders. 
  

	 	11.03	Exculpatory Provisions. 

 The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder and thereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent: 

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is
continuing; 
 (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as
shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the 

  
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automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and 

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not
be liable for the failure to disclose, any information relating to any Loan Party or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. 

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the
Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 12.01 and 10.02)
or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default
unless and until notice describing such Default is given in writing to the Administrative Agent by a Loan Party or a Lender. 
 The
Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any
certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith (including any report provided to it by an Issuing Lender pursuant to Section 3.09), (iii) the performance or observance of any
of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other
agreement, instrument or document, (v) the satisfaction of any condition set forth in Article VI or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, or (vi) the
utilization of any Issuing Lender’s L/C Commitment (it being understood and agreed that each Issuing Lender shall monitor compliance with its own L/C Commitment without any further action by the Administrative Agent). 

 

	 	11.04	Reliance by Administrative Agent. 

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

 

	 	11.05	Delegation of Duties. 


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

 

	 	11.06	Resignation of Administrative Agent. 

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

(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or
removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the
Issuing Lenders under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity
payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each
Issuing Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall
succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 4.01(g) and other than any rights to indemnity payments or other
amounts owed to the retiring or removed Administrative Agent as of 

  
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the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder
or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise
agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 12.04 shall
continue in effect for the benefit of such retiring or removed Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed
Administrative Agent was acting as Administrative Agent. 
 (d) Any resignation by, or removal of, Wells Fargo as
Administrative Agent pursuant to this Section shall also constitute its resignation as an Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall
succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender, if in its sole discretion it elects to, and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be
discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender, if in its sole discretion it elects to, shall issue letters of credit in substitution for the
Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

  

	 	11.07	Non-Reliance on Administrative Agent and Other Lenders. 

 Each Lender and each
Issuing Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or Issuing Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement. Each Lender and each Issuing Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or Issuing Lender or any
of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any
related agreement or any document furnished hereunder or thereunder. 
  

	 	11.08	No Other Duties; Etc. 

 Anything herein to the contrary notwithstanding, none of
the bookrunners, arrangers, syndication agents, documentation agents or co-agents shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative
Agent, a Lender or an Issuing Lender hereunder. 
  

	 	11.09	Administrative Agent May File Proofs of Claim. 

 In case of the pendency of any
proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by
declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated), by intervention in such proceeding or otherwise: 

  
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 (a) to file and prove a claim for the whole amount of the principal and interest
owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Lenders and the
Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the
Lenders, the Issuing Lenders and the Administrative Agent under Sections 2.09, 3.03 and 12.04) allowed in such judicial proceeding; and 

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is
hereby authorized by each Lender and each Issuing Lender 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 and the Issuing Lenders,
to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections
2.09, 3.03 and 12.04. 
 Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender or Issuing Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or Issuing Lender to authorize the Administrative Agent
to vote in respect of the claim of any Lender or Issuing Lender in any such proceeding. 
  

	 	11.10	Collateral and Guaranty Matters. 

 Each of the Lenders (including in its
capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion, 

(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon
the termination of the Revolving Credit Commitment, payment in full of the Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Specified Cash Management Agreements and Specified
Hedge Agreements not yet due and payable) and the expiration or termination of all Letters of Credit, (ii) that is sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any
other Loan Document or any Recovery Event, or (iii) as approved in accordance with Section 12.01; and 
 (b)
to release any Guarantor from its obligations under the Guaranty if such Person becomes an Excluded Subsidiary or ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. 

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority
to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty, pursuant to this Section 11.10. 

The Administrative 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 

  
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existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be
responsible or liable to the Lenders for any failure to monitor or maintain any portion of such collateral. 
  

	 	11.11	Specified Cash Management Agreements and Specified Hedge Agreements. 

 No Cash
Management Bank or Hedge Bank that obtains the benefit of Section 10.03 or the Guaranty by virtue of the provisions hereof shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under
any other Loan Document (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan
Documents. Notwithstanding any other provision of this Article XI to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations
arising under Specified Cash Management Agreements and Specified Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received written notice of such Specified Cash Management Agreements and
Specified Hedge Agreements, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. The Administrative Agent shall not be required to verify the
payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Specified Cash Management Agreements and Specified Hedge Agreements in the case of a Maturity Date. 

ARTICLE XII 

MISCELLANEOUS 
  

	 	12.01	Amendments, Etc. 

 No amendment or waiver of any provision of this Agreement or
any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the
Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that 

(a) no such amendment, waiver or consent shall: 

(i) extend or increase the Revolving Credit Commitment of any Lender (or reinstate any Revolving Credit Commitment terminated
pursuant to Section 10.02) without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 6.02 or of any Default or Event of Default is not considered
an extension or increase in the Revolving Credit Commitment of any Lender); 
 (ii) postpone any date fixed by this Agreement
or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to a Lender hereunder or under any other Loan Document without the written consent of such Lender; 

(iii) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Obligation, or (subject to clause
(i) of the final proviso to this Section 12.01) any fees or other amounts payable hereunder or under any other Loan Document to any 

  
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Lender without the written consent of such Lender; provided, however, that only the consent of the Required Lenders shall be necessary (A) to amend Section 2.07(b) or to
waive any obligation of the Borrower to pay interest or fees at the default rate provided therein, or (B) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the
rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder; 
 (iv) change
Section 2.12 or Section 10.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby; 

(v) change any provision of this Section 12.01(a) or the definition of “Required Lenders” without the
written consent of each Lender directly affected thereby; or 
 (vi) release the Borrower without the consent of each Lender,
or, except in connection with a transaction permitted under Section 9.04 or Section 9.05, all or substantially all of the value of the Guaranty without the written consent of each Lender whose Obligations are guaranteed
thereby, except to the extent such release is permitted pursuant to Section 11.10 (in which case such release may be made by the Administrative Agent acting alone); 

(b) unless also signed by such Issuing Lender, no amendment, waiver or consent shall affect the rights or duties of any Issuing
Lender under this Agreement or any Loan Document relating to any Letter of Credit issued or to be issued by it; 
 (c) unless
also signed by the Swing Line Lender, no amendment, waiver or consent shall affect the rights or duties of the Swing Line Lender under this Agreement; and 

(d) unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the
Administrative Agent under this Agreement or any other Loan Document; 
 provided, further, that notwithstanding anything to the contrary
herein, (i) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan
that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall
determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. 

No Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by
its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Revolving Credit Commitment of such Defaulting Lender may not
be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects such Defaulting Lender disproportionately adversely
relative to other affected Lenders shall require the consent of such Defaulting Lender. 

  
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 Notwithstanding any provision herein to the contrary, (i) the Administrative Agent and the Borrower shall be
permitted to amend, modify or supplement any provision of this Agreement or any other Loan Document (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) to cure or correct any
obvious error, any administrative errors or omissions, any ambiguity, omission, defect or inconsistency or to effect administrative changes, and (ii) each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without
further consent, to enter into amendments or modifications to this Agreement (including, without limitation, amendments to this Section 12.01) or any of the other Loan Documents or to enter into additional Loan Documents as the
Administrative Agent reasonably deems appropriate in order to effectuate the terms of Section 2.14. 
  

	 	12.02	Notices; Effectiveness; Electronic Communications. 

 (a)
Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in
writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows (it being acknowledged that financial statements and other documents required to be delivered under
Sections 8.01 and 8.02 may be delivered as otherwise provided for in Section 8.02), and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone
number, as follows: 
 (i) if to any Loan Party or the Administrative Agent, to the address, facsimile number, electronic
mail address or telephone number specified for such Person on Schedule 12.02; and 
 (ii) if to any Lender, to the
address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then
in effect for the delivery of notices that may contain material non-public information relating to the Borrower). 
 Notices and other
communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent
(except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic
communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b). 

(b) Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished
by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II or any
Issuing Lender pursuant to Article III if such Lender or such Issuing Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative
Agent or the Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited
to particular notices or communications. 

  
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 Unless the Administrative Agent otherwise prescribes, (i) notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written
acknowledgement) and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of
notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the
normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient. 

(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED
BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE
PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or
expenses of any kind (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials through the Internet (including the Platform), except to the extent that such
losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in
no event shall any Agent Party have any liability to the Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages, losses or expenses (as opposed to actual damages, losses or expenses). 

(d) Change of Address, Etc. Each of the Borrower and the Administrative Agent may change its address, facsimile or
telephone number for notices and other communications hereunder by notice to the other parties hereto. Each Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Borrower and the
Administrative Agent. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and
electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to
at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s
compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that
may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. 

(e) Reliance by Administrative Agent and Lenders. The Administrative Agent, the Lenders and the Issuing Lenders shall be
entitled to rely and act upon any notices (including 

  
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telephonic or electronic Loan Notices) purportedly given by or on behalf of any Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not
preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties shall indemnify the Administrative Agent, each Lender, each
Issuing Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Party. All telephonic notices to and other
telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. 
  

	 	12.03	No Waiver; Cumulative Remedies; Enforcement. 

 No failure by any Lender or the
Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder or under any other Loan Document (including the imposition of a default rate of interest as provided in Section 2.07(b)) preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law. 

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies
hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the
Administrative Agent in accordance with Section 10.02 for the benefit of all the Lenders and the Issuing Lenders; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on
its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Issuing Lender or the Swingline Lender from exercising the rights and
remedies that inure to its benefit (solely in its capacity as an Issuing Lender or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with
Section 12.08 (subject to the terms of Section 2.12), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under
any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise
ascribed to the Administrative Agent pursuant to Section 10.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.12, any Lender or
Issuing Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. 
  

	 	12.04	Expenses; Indemnity; Damage Waiver. 

 (a) Costs and
Expenses. The Loan Parties shall pay (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for
the Administrative Agent) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out of pocket expenses incurred by any Issuing


  
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Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out of pocket
expenses incurred by the Administrative Agent, any Lender or any Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any Issuing Lender), and shall pay
all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other
Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in
respect of such Loans or Letters or Credit. 
 (b) Indemnification by the Loan Parties. The Loan Parties shall
indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee (which, in the case of counsel, shall be limited to the reasonable and documented
fees, disbursements and other charges of (i) one primary counsel and one additional local counsel in each applicable jurisdiction for the Administrative Agent, (ii) one additional primary counsel, and one additional counsel in each
applicable jurisdiction, for all other Indemnitees (taken as a whole) and (iii) solely in the case of an actual or good faith asserted conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees (taken
as a whole))), and shall indemnify and hold harmless each Indemnitee from all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any
Indemnitee by any Person (including any Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any
agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the
Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 4.01), (ii) any Loan or
Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly
comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Liability related
in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a
third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related
expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Loan Party
against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of
competent jurisdiction or (z) arise solely from a claim brought by one Indemnitee against another Indemnitee (except when one of the Indemnitees was acting in its capacity or in fulfilling its role as


  
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Administrative Agent, Arranger or any similar role under this Agreement or any other Loan Document) that does not involve any act or omission of the Borrower or any of its Affiliates. Without
limiting the provisions of Section 4.01(c), this Section 12.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. 

(c) Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount
required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), any Issuing Lender, the Swing line Lender or any Related Party of any of the foregoing, each Lender severally
agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lender, the Swing line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure
immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined
as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction), provided, further
that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender or the Swing line Lender
in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender or the Swing line Lender in connection with such capacity. The obligations of the Lenders
under this subsection (c) are subject to the provisions of Section 2.13(c). 
 (d) Waiver of
Consequential Damages, Etc. To the fullest extent permitted by applicable Law, no Loan Party shall assert, and each Loan Party hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other
materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated
hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. 

(e) Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand
therefor. 
 (f) Survival. The agreements in this Section and the indemnity provisions of Section 12.02(e)
shall survive the resignation of the Administrative Agent, the replacement of any Lender and the repayment, satisfaction or discharge of all the other Obligations. 
  

	 	12.05	Payments Set Aside. 


  
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 To the extent that any payment by or on behalf of any Loan Party is made to the Administrative
Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or
required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or
otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred,
and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such
demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under clause (b) of the preceding sentence shall survive the payment in full of the
Obligations and the termination of this Agreement. 
  

	 	12.06	Successors and Assigns. 

 (a) Successors and Assigns
Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that the Borrower may
not assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of
pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto 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, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

(b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights
and obligations under this Agreement and the other Loan Documents (including all or a portion of its Revolving Credit Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following
conditions: 
 (i) Minimum Amounts. 

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitment
and/or Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in subsection (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an
Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and 
 (B) in any case not described in
subsection (b)(i)(A) of this Section, the aggregate amount of the Revolving Credit Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Revolving Credit Commitment is not then in effect, the principal
outstanding balance of the Loans 

  
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of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if
“Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower
otherwise consents (each such consent not to be unreasonably withheld or delayed). 
 (ii) Proportionate Amounts. Each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Loans, and rights and obligations with respect thereto, assigned. 

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by
subsection (b)(i)(B) of this Section and, in addition: 
 (A) the consent of the Borrower (such consent not to be
unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;
provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and
provided, further, that the Borrower’s consent shall not be required during the primary syndication of the credit facility provided herein; 

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for
assignments to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and 
 (C) the consent of the
Issuing Lenders and the Swingline Lender shall be required for any assignment. 
 (iv) Assignment and Assumption. The
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent
may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 

(v) No Assignment to Certain Persons. No such assignment shall be made to (A) the Borrower or any of the
Borrower’s Affiliates or Subsidiaries, (B) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) a
natural Person. 
 (vi) Certain Additional Payments. In connection with any assignment of rights and obligations of
any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in
an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or 

  
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subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but
not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the
Issuing Lenders, the Swingline Lender and each other Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in
accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the
provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. 

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date
specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the
assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 4.01, 4.04, 4.05 and 12.04 with respect
to facts and circumstances occurring prior to the effective date of such assignment); provided, 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 that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender
of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection
(d) of this Section (other than a purported assignment to a natural Person or the Borrower or any of the Borrower’s Subsidiaries or Affiliates, which shall be null and void.). 

(c) Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower (and
such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the
names and addresses of the Lenders, and the Revolving Credit Commitments of, and principal amounts of (and stated interest on) the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The
entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all
purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender (but only to the extent of entries in the Register that are applicable to such Lender), at any reasonable time and from time to time upon
reasonable prior notice. 
 (d) Participations. Any Lender may at any time, without the consent of, or notice to, the
Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a
portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this
Agreement shall remain 

  
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unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the
Issuing Lenders, the Swingline Lender 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. For the avoidance of doubt, each Lender shall
be responsible for the indemnity under Section 12.04(c) without regard to the existence of any participation. 
 Any agreement
or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement;
provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 12.01(a) that affects such
Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.01, 4.04 and 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to
subsection (b) of this Section (it being understood that the documentation required under Section 4.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 4.06 and 12.13 as if it were an assignee under
paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 4.01 or 4.04, with respect to any participation, than the Lender from whom it acquired the applicable participation
would have been entitled to receive, 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. Each Lender that sells a participation
agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 4.06 with respect to any Participant. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 12.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.12 as though it were a Lender. Each Lender that sells a participation
shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts of (and stated interest on) each Participant’s interest in
the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any
Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish
that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and
such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative
Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 
 (e)
Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank or any other central bank having jurisdiction over such Lender; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto. 
  

	 	12.07	Treatment of Certain Information; Confidentiality. 


  
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 Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), in which case the Administrative Agent and the Lenders agree to the extent not prohibited by applicable law, rule, regulation or order to inform the Borrower promptly of the
disclosure thereof, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, in which case the Administrative Agent and the Lenders agree to the extent not prohibited by applicable law, rule,
regulation or order to inform the Borrower promptly of the disclosure thereof, (d) to any other party hereto, (e) to the extent necessary in connection with the exercise of any remedies hereunder or under any other Loan Document or any
action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any
assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other
transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency to the extent required in connection with rating
any Loan Party or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency to the extent required in connection with the issuance and monitoring of CUSIP numbers or other market
identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower, (i) to Gold Sheets and other similar bank trade publications, such information to consist of deal terms and other information
customarily found in such publications, (j) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any Issuing
Lender or any of their respective Affiliates from a source other than the Borrower that is not, to such Person’s knowledge, subject to confidentiality obligations owing to the Borrower or any Subsidiary and prohibiting disclosure of such
Information, (k) to governmental regulatory authorities to the extent required or requested in connection with any regulatory examination of the Administrative Agent, any Lender or any Issuing Lender or in accordance with the Administrative
Agent’s, any Lender’s or any Issuing Lender’s regulatory compliance policy if the Administrative Agent, such Lender or such Issuing Lender deems necessary for the mitigation of claims by those authorities against the Administrative
Agent, such Lender or such Issuing Lender or any of its subsidiaries or affiliates, and (l) to the extent that such information is independently developed by the Administrative Agent, any Lender or any Issuing Lender. 

For purposes of this Section, “Information” means all information received from a Loan Party or any Subsidiary relating to
the Loan Parties or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or any Issuing Lender on a nonconfidential basis prior to disclosure by such Loan
Party or any Subsidiary, provided that, in the case of information received from a Loan Party or any Subsidiary after the Closing Date, such information is clearly identified at the time of delivery as confidential. Any Person required to
maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as
such Person would accord to its own confidential information. 
 Each of the Administrative Agent, the Lenders and the Issuing Lenders
acknowledges that (a) the Information may include material non-public information concerning a Loan Party or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public


  
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information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. 

 

	 	12.08	Rights of Setoff. 

 If an Event of Default shall have occurred and be continuing,
each Lender, each Issuing Lender, the Swingline Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, such Issuing Lender, the Swingline Lender or any such Affiliate to or
for the credit or the account of any Loan Party against any and all of the obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, such Issuing Lender, the Swingline Lender or their
respective Affiliates, irrespective of whether or not such Lender, such Issuing Lender, the Swingline Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Loan
Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender, such Issuing Lender or the Swingline Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness;
provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the
provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting
Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Lender, the
Swingline Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that the Lenders, the Issuing Lenders, the Swingline Lender and their respective Affiliates may have.
Each Lender, each Issuing Lender and the Swingline Lender agrees to notify the Borrower and 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. 
  

	 	12.09	Counterparts; Integration; Effectiveness. 

 This Agreement may be executed in
counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents and any
separate letter agreements with respect to fees payable to the Administrative Agent, the Issuing Lenders, the Swingline Lender and/or the Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 6.01, this Agreement shall become effective when it shall have been executed by the Administrative
Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by
facsimile or other electronic imaging means (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement. 
  

	 	12.10	Survival of Representations and Warranties. 

 All representations and warranties
made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or
will be 

  
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relied upon by the Administrative Agent, each Lender, each Issuing Lender and the Swingline Lender, regardless of any investigation made by the Administrative Agent, any Lender, any Issuing
Lender or the Swingline Lender or on their behalf and notwithstanding that the Administrative Agent, any Lender, any Issuing Lender or the Swingline Lender may have had notice or knowledge of any Default at the time of any Extension of Credit, and
shall continue in full force and effect as long as any Loan, L/C Obligation or any other Obligation hereunder shall remain unpaid or unsatisfied. 
  

	 	12.11	Severability. 

 If any provision of this Agreement or the other Loan Documents is
held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall
endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity
of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 12.11, if and to the extent that the
enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, then such provisions shall be deemed to be in effect only to the
extent not so limited. 
  

	 	12.12	Replacement of Lenders. 

 If the Borrower is entitled to replace a Lender pursuant
to the provisions of Section 4.06, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.06), all of its interests, rights (other than its existing rights to payments pursuant to
Sections 4.01 and 4.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment),
provided that: 
 (a) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified
in Section 12.06(b); 
 (b) such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and funded participations in Letter of Credit draws, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under
Section 4.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); 

(c) in the case of any such assignment resulting from a claim for compensation under Section 4.04 or payments
required to be made pursuant to Section 4.01, such assignment will result in a reduction in such compensation or payments thereafter; 

(d) such assignment does not conflict with applicable Laws; and 

(e) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have
consented to the applicable amendment, waiver or consent. 

  
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 A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. 
  

	 	12.13	Governing Law; Jurisdiction; Etc. 

 (a) GOVERNING
LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS
TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

(b) SUBMISSION TO JURISDICTION. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY
ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY ISSUING LENDER, THE SWINGLINE LENDER OR ANY RELATED PARTY OF THE
FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT
OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION,
LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT,
ANY LENDER, ANY ISSUING LENDER OR THE SWINGLINE LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 

(c) WAIVER OF VENUE. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS
SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. 

  
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 (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE
OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 

 

	 	12.14	Waiver of Jury Trial. 

 EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT
OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION. 
  

	 	12.15	California Judicial Reference. 

 If any action or proceeding is filed in a court
of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Agreement or any other Loan Document, (a) the court shall, and is hereby directed to, make a general reference pursuant to
California Code of Civil Procedure Section 638 to a referee (who shall be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision,
provided that at the option of any party to such proceeding, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure Section 1281.8 shall be heard and determined by the court, and
(b) without limiting the generality of Section 11.04, the Borrower shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding. 

 

	 	12.16	No Advisory or Fiduciary Responsibility. 

 In connection with all aspects
of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’
understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties and their
respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has
deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the
Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary
for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to
the transactions contemplated hereby except those obligations expressly set forth herein and in the other 

  
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Loan Documents; and (iii) the Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that
differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arrangers nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To
the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary
duty in connection with any aspect of any transaction contemplated hereby. 
 Each Loan Party further acknowledges and agrees that each
Lender, the Arrangers and any Affiliate thereof may lend money to, invest in, and generally engage in any kind of business with, any of the Loan Parties, any Affiliate thereof or any other person or entity that may do business with or own securities
of any of the foregoing, all as if such Lender, Arranger or Affiliate thereof were not a Lender or Arranger or an Affiliate thereof (or an agent or any other person with any similar role under the credit facilities provided hereunder) and without
any duty to account therefor to any other Lender, the Arrangers, the Loan Parties or any Affiliate of the foregoing. Each Lender, the Arrangers and any Affiliate thereof may accept fees and other consideration from the Loan Parties or any Affiliate
thereof for services in connection with this Agreement, the credit facilities provided hereunder or otherwise without having to account for the same to any other Lender, the Arrangers, the Loan Parties or any Affiliate of the foregoing. 

 

	 	12.17	Electronic Execution of Assignments and Certain Other Documents. 

 The
words “execute” “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed
to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent or the keeping of records in electronic form, each of which shall be of the same legal
effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global
and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 
  

	 	12.18	USA PATRIOT Act Notice. 

 Each Lender that is subject to the PATRIOT Act and the
Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies each Loan Party, which
information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the PATRIOT Act. Each Loan Party shall,
promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know
your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. 
  

	 	12.19	Miscellaneous. 

 (a) Independent Effect of Covenants. The Loan
Parties acknowledge and agree that each covenant contained in Articles VIII or IX hereof shall be given ipndependent effect. Accordingly, the Loan Parties and their Subsidiaries shall not engage in any transaction or other act
otherwise permitted 

  
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under any covenant contained in Articles VIII or IX, before or after giving effect to such transaction or act, if the Loan Parties shall or would be in breach of any other covenant
contained in Articles VIII or IX. 
 (b) Inconsistencies with Other Documents. In the event there is a conflict or
inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall control; provided that any provision of any other Loan Document which imposes additional burdens on the Loan Parties or any of their
Subsidiaries or further restricts the rights of the Loan Parties or any of their Subsidiaries or gives the Administrative Agent or Lenders additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given
full force and effect. 
 [SIGNATURE PAGES FOLLOW] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the
date first above written. 
  

							
	BORROWER:	 		 	SALESFORCE.COM, INC.,
		 		 	a Delaware corporation
				
		 		 	By:	 	 /s/ Joachim Wettermark

		 		 	Name:	 	Joachim Wettermark
		 		 	Title:	 	Senior Vice President and Treasurer
			
	GUARANTOR:	 		 	EXACTTARGET, INC.,
		 		 	a Delaware corporation
				
		 		 	By:	 	 /s/ Amy Weaver

		 		 	Name:	 	Amy Weaver
		 		 	Title:	 	President and Secretary
			
	ADMINISTRATIVE AGENT:	 		 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
		 		 	as Administrative Agent
				
		 		 	By:	 	 /s/ Tahereh (Tina) Sadeghi

		 		 	Name:	 	Tahereh (Tina) Sadeghi
		 		 	Title:	 	Vice President / Relationship Manager
			
	LENDERS:	 		 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
		 		 	as a Lender
				
		 		 	By:	 	 /s/ Tahereh (Tina) Sadeghi

		 		 	Name:	 	Tahereh (Tina) Sadeghi
		 		 	Title:	 	Vice President / Relationship Manager
			
		 		 	BANK OF AMERICA, N.A.,
		 		 	as a Lender
				
		 		 	By:	 	 /s/ Prayes Majmudar

		 		 	Name:	 	Prayes Majmudar
		 		 	Title:	 	Director









							
		 		 	BNP PARIBAS,
		 		 	as a Lender
				
		 		 	By:	 	 /s/ Nicolas Rabier

		 		 	Name:	 	Nicolas Rabier
		 		 	Title:	 	Managing Director
				
		 		 	By:	 	 /s/ Louise Roussel

		 		 	Name:	 	Louise Roussel
		 		 	Title:	 	Vice President
			
		 		 	 JPMORGAN CHASE BANK, N.A.,
 as a
Lender

				
		 		 	By:	 	 /s/ Keith Winzenried

		 		 	Name:	 	Keith Winzenried
		 		 	Title:	 	Credit Executive
			
		 		 	 BARCLAYS BANK PLC,
 as a
Lender

				
		 		 	By:	 	 /s/ Irina Dimova

		 		 	Name:	 	Irina Dimova
		 		 	Title:	 	Vice President
			
		 		 	 DEUTSCHE BANK AG NEW YORK BRANCH,

as a Lender

				
		 		 	By:	 	 /s/ Virginia Cosenza

		 		 	Name:	 	Virginia Cosenza
		 		 	Title:	 	Vice President
				
		 		 	By:	 	 /s/ Ming K. Chu

		 		 	Name:	 	Ming K. Chu
		 		 	Title:	 	Vice President
			
		 		 	 U.S. BANK, NATIONAL ASSOCIATION,
 as
a Lender

				
		 		 	By:	 	 /s/ Joan Kiekhaefer

		 		 	Name:	 	Joan Kiekhaefer
		 		 	Title:	 	SVP
			
		 		 	 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

as a Lender

				
		 		 	By:	 	 /s/ Matthew Antioco

		 		 	Name:	 	Matthew Antioco
		 		 	Title:	 	Vice President