AMENDMENT NO. 3 TO THE CREDIT AGREEMENT

Execution Version

Exhibit 10.1

AMENDMENT NO. 3 TO THE CREDIT AGREEMENT (this “Amendment”), dated as of February 26, 2020, by and among CIRCOR INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), the other Credit Parties hereto, the Lenders party hereto, DEUTSCHE BANK AG NEW YORK BRANCH, as Term Loan Administrative Agent and as Collateral Agent, and TRUIST BANK (as successor by merger to SunTrust Bank), as Revolver Administrative Agent.

W I T N E S S E T H:

WHEREAS, the Borrower, the Lenders and LC Issuers from time to time party thereto, the Term Loan Administrative Agent and Collateral Agent and the Revolver Administrative Agent are party to that certain Credit Agreement, dated as of December 11, 2017 (as amended by Amendment No. 1, dated January 12, 2018, Amendment No. 2, dated February 19, 2020 and as further amended, amended and restated, supplemented or otherwise modified from time to time prior to the Amendment No. 3 Effective Date, the “Existing Credit Agreement”);

WHEREAS, the Borrower has requested new Loans (the “New Term Loans”), which will be available on the Amendment No. 3 Effective Date (as defined below) to refinance all existing Initial Term Loans outstanding under and as defined in the Existing Credit Agreement immediately prior to effectiveness of this Amendment (the “Original Term Loans”) and which New Term Loans shall constitute Credit Agreement Refinancing Indebtedness for all purposes under the Existing Credit Agreement and the other Loan Documents;

WHEREAS, (i)(x) each Lender with Original Term Loans that has submitted its signature page hereto and elected the “Cashless Settlement Option” on its signature page (each such Lender in such capacity and with respect to the Original Term Loans so elected, a “Cashless Consenting Lender”), has agreed, on the terms and conditions set forth herein, to consent to the amendments to the Existing Credit Agreement set forth herein, including, without limitation, to have the entire outstanding amount of its Original Term Loans (or such lesser amount as notified to such Lender by the Amendment No. 3 Lead Arranger (as defined below) prior to the Amendment No. 3 Effective Date) converted to an equivalent principal amount of New Term Loans effective as of the Amendment No. 3 Effective Date (the “Converted Term Loans”) and (y) each Lender with Original Term Loans that has submitted its signature page hereto and elected the “Post-Closing Settlement Option” on its signature page (each such Lender in such capacity and with respect to the Original Term Loans so elected, a “Post-Closing Settlement Consenting Lender” and, together with each Cashless Consenting Lender, each a “Consenting Lender”), has agreed, on the terms and conditions set forth herein, to consent to the amendments to the Existing Credit Agreement set forth herein and to have the entire outstanding amount of its Original Term Loans prepaid on the Amendment No. 3 Effective Date and to repurchase (or cause an affiliate to repurchase, as agreed by the Amendment No. 3 Lead Arranger) an equivalent principal amount of New Term Loans (or such lesser amount as notified to such Lender by the Amendment No. 3 Lead Arranger prior to the Amendment No. 3 Effective Date) by assignment from the New Lender (as defined below) following the Amendment No. 3 Effective Date, (ii) each Lender with Original Term Loans that does not submit a signature page hereto (each such Lender in such capacity and with respect to such Original Term Loans, a “Non-Consenting Lender”) shall on the Amendment No. 3 Effective Date have the

entire outstanding amount of its Original Term Loans repaid in full by the Borrower and (iii) Citizens Bank, N.A. (in such capacity, the “New Lender”) has agreed to make additional New Term Loans (the “New Term Commitment”) in an aggregate principal amount equal to the aggregate outstanding principal amount of all Original Term Loans that are not converted into New Term Loans on the Amendment No. 3 Effective Date, the proceeds of which will be used by the Borrower to repay in full all non-converted Original Term Loans referred to in clauses (i)(y) and (ii) hereof;

WHEREAS, pursuant to Section 2.20 and Section 11.12(g)(ii) of the Existing Credit Agreement, the Existing Credit Agreement may be amended by the Borrower, the Lenders providing Credit Agreement Refinancing Indebtedness, and the Administrative Agents to effect a Refinancing Amendment;

WHEREAS, after giving effect to the making of the New Term Loans, the Lenders party hereto constitute the Required Lenders;

WHEREAS, the Credit Parties, the Administrative Agents and the Lenders party hereto desire to amend the Existing Credit Agreement on the terms set forth herein and this Amendment shall constitute a Refinancing Amendment for all purposes under the Existing Credit Agreement;

WHEREAS, Citizens Bank, N.A. shall act as the sole lead arranger and lead bookrunner (the “Amendment No. 3 Lead Arranger”) for this Amendment;

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Existing Credit Agreement, as amended by this Amendment (the “Amended Credit Agreement”).

SECTION 2. Amendments to the Existing Credit Agreement. Effective as of the Amendment No. 3 Effective Date (as defined below), the Existing Credit Agreement is hereby amended by deleting the stricken text (indicated textually in the same manner as the following example: stricken text) and adding the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Existing Agreement attached as Annex A hereto.

SECTION 3. Conditions to Effectiveness. This Amendment shall become effective on the date (such date being referred to as the “Amendment No. 3 Effective Date”), when each of the following conditions shall have been satisfied:

(a) (i) each Credit Party shall have executed and delivered counterparts of this Amendment to the Term Loan Administrative Agent, (ii) each Consenting Lender and the New Lender shall have executed and delivered counterparts of this Amendment to the Term Loan Administrative Agent and (iii) each Administrative Agent shall have executed a counterpart of this Amendment;

(b) each of the representations and warranties of each Credit Party contained in Section 4 hereof shall be true and correct on and as of the Amendment No. 3 Effective Date;

(c) no Default or Event of Default shall have occurred and be continuing on the Amendment No. 3 Effective Date or after giving effect to the New Term Loans made on the Amendment No. 3 Effective Date;

(d) the Term Loan Administrative Agent shall have received a customary written opinion of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, as counsel to the Borrower (and, with respect to the continuing perfection of security interests, the Guarantors), dated as of the Amendment No. 3 Effective Date and addressed to the Administrative Agents, the New Lender, the Consenting Lenders and the Revolving Lenders;

(e) (i) the Amendment No. 3 Lead Arranger shall have received the fees in the amounts previously agreed to in writing with the Borrower to be received on the Amendment No. 3 Effective Date pursuant to that certain Fee Letter, dated as of February 6, 2020 and (ii) the Term Loan Administrative Agent and the Amendment No. 3 Lead Arranger shall have received all reasonable and documented out-of-pocket fees and expenses required to be paid or reimbursed on the Amendment No. 3 Effective Date, including pursuant to that certain Engagement Letter, dated as of February 6, 2020 and under Section 11.01 of the Existing Credit Agreement (including the reasonable legal fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel to the Administrative Agents and the Amendment No. 3 Lead Arranger);

(f) the Term Loan Administrative Agent (or its counsel) shall have received (i) a certificate of the Borrower, dated as of the Amendment No. 3 Effective Date and executed by a Responsible Officer thereof, which shall (A) certify that (x) either (1) attached thereto is a true and complete copy of the Organizational Documents of the Borrower certified, where applicable, by the relevant authority of its jurisdiction of organization or (2) the Organizational Documents of the Borrower, delivered on the Closing Date to the Term Loan Administrative Agent, have not been amended, repealed, modified or restated and are in full force and effect, and (y) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors authorizing the execution and delivery of this Amendment, which resolutions or written consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect as of the Amendment No. 3 Effective Date, and (B) identify by name and title and bear the signatures of the Responsible Officers of the Borrower authorized to sign this Amendment on the Amendment No. 3 Effective Date and (ii) a good standing certificate for the Borrower from the relevant authority of its jurisdiction of organization or incorporation, dated as of a recent date;

(g) the Term Loan Administrative Agent shall have received a certificate of the Borrower signed by a Responsible Officer thereof certifying that the conditions set forth in Sections 3(b) and (c) hereof have been satisfied;

(h) the Borrower shall, substantially concurrently with the Amendment No. 3 Effective Date and after the making of the New Term Loans (i) repay all Original Term Loans outstanding immediately prior to the Amendment No. 3 Effective Date (other than Converted Term Loans) and (ii) pay to the Term Loan Administrative Agent, for the ratable benefit of the existing Lenders of Original Term Loans, all accrued and unpaid interest to, but not including, the Amendment No. 3 Effective Date with respect to the Original Term Loans outstanding under the Existing Credit Agreement immediately before giving effect to this Amendment;

(i) the Term Loan Administrative Agent shall have received a Borrowing Notice in accordance with the requirements of the Existing Credit Agreement; and

(j) (1) Upon the reasonable request of any Lender made at least ten (10) Business Days prior to the Amendment No. 3 Effective Date, the Borrower shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, in each case at least three Business Days prior to the Amendment No. 3 Effective Date and (2) At least ten (10) Business Days prior to the Amendment No. 3 Effective Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower; and

(k) The Term Loan Administrative Agent shall have received a prepayment notice with respect to the Initial Term Loans (as defined in the Existing Credit Agreement).

SECTION 4. Representations and Warranties. Each Credit Party hereby represents and warrants on and as of the Amendment No. 3 Effective Date that:

(a) each Credit Party is a duly organized or formed and validly existing corporation, partnership or limited liability company, as the case may be, in good standing or in full force and effect under the laws of the jurisdiction of its formation and has the corporate or other organizational power and authority to execute and deliver this Amendment and carry out the terms and provisions of this Amendment and the Amended Credit Agreement and has taken all necessary corporate or other organizational action to authorize the execution and delivery of this Amendment and performance of this Amendment and the Amended Credit Agreement;

(b) each Credit Party has duly executed and delivered this Amendment and each of this Amendment and the Amended Credit Agreement constitutes the legal, valid and binding agreement and obligation of such Credit Party enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law);

(c) none of the execution and delivery by any Credit Party of this Amendment, the performance by any Credit Party of this Amendment and the Amended Credit Agreement or the compliance with the terms and provisions hereof or thereof or the consummation of the transactions contemplated hereby (i) will contravene any provision of any law, statute, rule, regulation, order, writ, injunction or decree of any Governmental Authority applicable to such Credit Party or its properties and assets in a manner that is materially adverse to the Borrower or its Restricted Subsidiaries, (ii) will conflict with or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (other than the Liens created pursuant to the Collateral Documents or Liens otherwise permitted under the Amended Credit Agreement) upon any of the property or assets of such Credit Party pursuant to the terms of any promissory note, bond, debenture, indenture, mortgage, deed of trust, credit or loan agreement, or any other Material Agreement or (iii) will violate any provision of the Organizational Documents of the Borrower and its Restricted Subsidiaries;

(d) the representations and warranties of the Credit Parties contained in the Amended Credit Agreement and the other Loan Documents are true and correct in all material respects (except that if any such representation or warranty contains any materiality qualifier, such representation or warranty is true and correct in all respects) on and as of the Amendment No. 3 Effective Date (both before and after giving effect thereto) to the same extent as though made on and as of the Amendment No. 3 Effective

Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects (except that if any such representation or warranty contains any materiality qualifier, such representation or warranty is true and correct in all respects) on and as of such earlier date.

(e) no Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated hereby; and

(f) the information included in the Beneficial Ownership Certification is true and correct in all material respects.

SECTION 5. Effects on Loan Documents.

(a) On and after the effectiveness of this Amendment, each reference in any Loan Document to “the Credit Agreement” shall mean and be a reference to the Amended Credit Agreement and each reference in the Existing Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import shall mean and be a reference to the Amended Credit Agreement.

(b) Except as specifically amended herein, all Loan Documents (including all guarantees and Liens granted thereunder in respect of the Secured Obligations) shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Each Credit Party reaffirms its prior grant and the validity of the Liens granted by it pursuant to the Collateral Documents, with all such Liens continuing in full force and effect after giving effect to this Amendment.

(c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Administrative Agent or the Lenders under the Loan Documents. This Amendment and the Amended Credit Agreement shall not constitute a novation of the Existing Credit Agreement or the other Loan Documents.

(d) The Borrower and the other parties hereto acknowledge and agree that, on and after the Amendment No. 3 Effective Date, this Amendment shall constitute a Loan Document for all purposes of the Amended Credit Agreement.

(e) Each Consenting Lender, the New Lender and each Revolving Lender acknowledges and agrees that upon the Amendment No. 3 Effective Date it shall be a “Lender” under, and for all purposes of, the Amended Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder.

SECTION 6. New Lender. The New Lender hereby consents to this Amendment and agrees to provide a New Term Commitment in an aggregate principal amount of $71,979,155.67, which amount is equal to the aggregate principal amount of all outstanding Original Term Loans that are not converted into New Term Loans on the Amendment No. 3 Effective Date pursuant to the “Cashless Settlement Option”.

SECTION 7. Governing Law, Submission to Jurisdiction, Venue and Waiver of Jury Trial. The provisions of Section 11.08 of the Credit Agreement are hereby deemed to be incorporated herein, mutatis mutandis.

SECTION 8. Tax Fungibility of New Term Loans. For U.S. federal and applicable state and local income tax purposes, all of the New Term Loans (whether issued for cash or in exchange for Original Term Loans) shall be treated as one fungible tranche.

SECTION 9. Miscellaneous.

(a) This Amendment shall be binding upon and inure to the benefit of the Credit Parties and their respective successors and permitted assigns, and upon the Administrative Agents and the Lenders and their respective successors and permitted assigns.

(b) To the extent permitted by applicable Requirements of Law, any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

(c) This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

(d) Notwithstanding anything to the contrary herein or in the Existing Credit Agreement, each Consenting Lender hereby waives any rights or claims to compensation pursuant to Section 3.02 of the Existing Credit Agreement in respect of its Original Term Loans exchanged for New Term Loans.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.

CIRCOR INTERNATIONAL, INC.,
as Borrower

By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx

Title: Senior Vice President and Chief Financial Officer

CIRCOR ENERGY PRODUCTS, LLC

By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx

Title: Senior Vice President

CIRCOR AEROSPACE, INC.

By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx

Title: President

CIRCOR, LLC

By:        /s/ Xxxx X. Xxxxx
Name:    Xxxx X. Xxxxx
Title:    Vice President & Clerk

XXXXXX CONTROLS, INC.

By:        /s/ Xxxxx Xxxxxx
Name:    Xxxxx Xxxxxx
Title:    Vice President

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

XXXXXX ENGINEERING COMPANY, INC.

By:        /s/ Xxxxx Xxxxxxx
Name:    Xxxxx Xxxxxxx
Title:    Senior Vice President

TAPCOENPRO, LLC

By:        /s/ Xxxx X. Xxxxx
Name:    Xxxx X. Xxxxx
Title:    Vice President & Secretary

DELTAVALVE, LLC

By:        /s/ Xxxx X. Xxxxx
Name:    Xxxx X. Xxxxx
Title:    Vice President & Secretary

CIRCOR PRECISION METERING, LLC

By:        /s/ Xxxx X. Xxxxx
Name:    Xxxx X. Xxxxx
Title:    Vice President and Clerk

CIRCOR NAVAL SOLUTIONS, LLC

By:        /s/ Xxxx X. Xxxxx
Name:    Xxxx X. Xxxxx
Title:    Vice President and Clerk

CIRCOR PUMPS NORTH AMERICA, LLC

By:        /s/ Xxxx X. Xxxxx
Name:    Xxxx X. Xxxxx
Title:    Vice President and Clerk

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

PORTLAND VALVE LLC

By:        /s/ Xxxx X. Xxxxx
Name:    Xxxx X. Xxxxx
Title:    Vice President and Secretary

CIRCOR SUB HOLDING LLC

By:        /s/ Xxxxx Xxxxxx
Name:    Xxxxx Xxxxxx
Title:    President

DOWNSTREAM HOLDING, LLC

By:        /s/ Xxxxx Xxxxxxx
Name:    Xxxxx Xxxxxxx
Title:    Manager

CIRCOR PIPELINE ENGINEERING, LLC

By:        /s/ Xxxx X. Xxxxx
Name:    Xxxx X. Xxxxx
Title:    Vice President and Clerk

CIRCOR ENERGY, LLC

By:        /s/ Xxxxx Xxxxxxx
Name:    Xxxxx Xxxxxxx
Title:    Manager

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

CITIZENS BANK, N.A.,
as the New Lender

By:            /s/ Xxxx XxXxx
Name:    Xxxx XxXxx
Title:        Vice President

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

DEUTSCHE BANK AG NEW YORK BRANCH,
as Term Loan Administrative Agent and Collateral Agent

By:            /s/ Xxxxxxx Xxxxxxx
Name:    Xxxxxxx Xxxxxxx
Title:        Vice President

By:            /s/ Xxxxxx Xxxxxxxx
Name:    Xxxxxx Xxxxxxxx
Title:        Associate

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

TRUIST BANK, as successor by merger to SunTrust Bank, as Revolver Administrative Agent

By:            /s/ Xxxxx Xxxxxx
Name:    Xxxxx Xxxxxx
Title:        Director

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

[Lender Signature Pages on File with Administrative Agent]

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

ANNEX A

CREDIT AGREEMENT

dated as of
December 11, 2017

among

CIRCOR INTERNATIONAL, INC.,

as Borrower,

THE OTHER CREDIT PARTIES PARTY HERETO,

THE LENDERS PARTY HERETO,

as Lenders,

DEUTSCHE BANK AG NEW YORK BRANCH,

as the Term Loan Administrative Agent

and Collateral Agent,

SUNTRUSTTRUIST BANK,
(as successor by merger to SunTrust Bank),

as the Revolver Administrative Agent,

as the Swing Line Lender and an LC Issuer,

DEUTSCHE BANK SECURITIES INC.,

as Joint Lead Arranger and Joint Bookrunner,

SUNTRUST XXXXXXXX XXXXXXXX, INC.,

as Joint Lead Arranger and Joint Bookrunner,

CITIZENS BANK, N.A.,

HSBC SECURITIES (USA) INC.

as Co-Managers,

CITIZENS BANK, N.A.,

as Amendment No. 3 Lead Arranger and Bookrunner,

TABLE OF CONTENTS

Page

ARTICLE I.

DEFINITIONS AND TERMS


Section 1.01	Certain Defined Terms 2


Section 1.02	Computation of Time Periods 4243


Section 1.03	Accounting Terms 4243


Section 1.04	Terms Generally 4344


Section 1.05	Currency Equivalents 4344


Section 1.06	Classifications of Loans and Borrowings 4344


Section 1.07	Limited Condition Transactions 4344


Section 1.08	Administrative Agents 4445


Section 1.09	Divisions 45

ARTICLE II.

THE TERMS OF THE CREDIT FACILITY


Section 2.01	Establishment of the Credit Facility 4445


Section 2.02	Revolving Facility 4446


Section 2.03	[Reserved] 4546


Section 2.04	Swing Line Facility 4546


Section 2.05	Letters of Credit 4647


Section 2.06	Notice of Borrowing 4951


Section 2.07	Funding Obligations; Disbursement of Funds 5051


Section 2.08	Evidence of Obligations 5152


Section 2.09	Interest; Default Rate 5253


Section 2.10	Conversion and Continuation of Loans 5354


Section 2.11	Fees 5355


Section 2.12	Termination and Reduction of Commitments; Maturity 5455


Section 2.13	Voluntary, Scheduled and Mandatory Prepayments of Loans 5556


Section 2.14	Method and Place of Payment. 5961


Section 2.15	Guaranty by the Borrower 6061


Section 2.16	Extension Amendments 6263


Section 2.17	Term Loans 6566


Section 2.18	Defaulting Lenders 6567


Section 2.19	Increase in Revolving Commitments; Incremental Term Loans 6769


Section 2.20	Refinancing Amendments 6971

ARTICLE III.

INCREASED COSTS, ILLEGALITY AND TAXES


Section 3.01	Inability to Determine Interest Rates 7072


Section 3.02	Breakage Compensation 7173


Section 3.03	Taxes 7273


Section 3.04	Increased Costs 7476


Section 3.05	Change of Lending Office; Replacement of Lenders 7577


Section 3.06	Illegality 7678

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Page

ARTICLE IV.

CONDITIONS PRECEDENT


Section 4.01	Conditions Precedent at Closing Date 7678


Section 4.02	Conditions Precedent to All Borrowings and LC Issuances 7981

ARTICLE V.

REPRESENTATIONS AND WARRANTIES


Section 5.01	Corporate Status 8081


Section 5.02	Corporate Power and Authority 8082


Section 5.03	No Violation 8082


Section 5.04	Governmental Approvals 8082


Section 5.05	Litigation 8082


Section 5.06	Use of Proceeds; Margin Regulations 8082


Section 5.07	Financial Statements 8183


Section 5.08	Solvency 8183


Section 5.09	No Material Adverse Change 8183


Section 5.10	Tax Returns and Payments 8183


Section 5.11	Title to Properties, etc. 8283


Section 5.12	Lawful Operations, etc. 8284


Section 5.13	Environmental Matters 8284


Section 5.14	Compliance with ERISA 8284


Section 5.15	Intellectual Property, etc. 8385


Section 5.16	Investment Company Act. 8385


Section 5.17	Insurance 8385


Section 5.18	True and Complete Disclosure 8385


Section 5.19	[Reserved] 8385


Section 5.20	Anti-Corruption Laws and Sanctions 8486


Section 5.21	[Reserved] 8486


Section 5.22	Collateral Documents 8486


Section 5.23	EEA Financial Institutions 8486

ARTICLE VI.

AFFIRMATIVE COVENANTS


Section 6.01	Reporting Requirements 8587


Section 6.02	Books, Records and Inspections 8789


Section 6.03	Insurance 8789


Section 6.04	Payment of Taxes and Claims 8890


Section 6.05	Corporate Franchises 8890


Section 6.06	Compliance with Statutes, etc 8890


Section 6.07	Compliance with Environmental Laws 8890


Section 6.08	Additional Subsidiary Guarantors; Foreign Pledges; Additional Material Real Property 8991


Section 6.09	Use of Proceeds 9092


Section 6.10	[Reserved]. 9092


Section 6.11	Further Assurances 9092


Section 6.12	Maintenance of Properties 9193


Section 6.13	Maintenance of Ratings 9193


Section 6.14	Ownership of Subsidiaries 9193

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Page

ARTICLE VII.

NEGATIVE COVENANTS


Section 7.01	Changes in Business 9193


Section 7.02	Consolidation, Merger, Acquisitions, Asset Sales, etc 9193


Section 7.03	Liens 9294


Section 7.04	Indebtedness 9395


Section 7.05	Investments and Guaranty Obligations 9698


Section 7.06	Restricted Payments 9799


Section 7.07	Financial Covenant 98100


Section 7.08	Limitation on Certain Restrictive Agreements 98100


Section 7.09	Transactions with Affiliates 98100


Section 7.10	Plan Terminations, Minimum Funding, etc. 99101


Section 7.11	Sanctions and Anti-Terrorism Laws 99101


Section 7.12	Organizational Documents 99101


Section 7.13	Immaterial Subsidiaries 99101


Section 7.14	Changes in Fiscal Year 99101

ARTICLE VIII.

EVENTS OF DEFAULT


Section 8.01	Events of Default 99101


Section 8.02	Remedies 101103


Section 8.03	Application of Certain Payments and Proceeds 101103

ARTICLE IX.

THE ADMINISTRATIVE AGENTS


Section 9.01	Appointment 102104


Section 9.02	Delegation of Duties 103105


Section 9.03	Exculpatory Provisions 103105


Section 9.04	Reliance by Administrative Agents 103105


Section 9.05	Notice of Default 104106


Section 9.06	Non-Reliance 104106


Section 9.07	No Reliance on Administrative Agents’ Customer Identification Program 104106


Section 9.08	Collateral and Guaranty Matters 104106


Section 9.09	Indemnification 105107


Section 9.10	The Administrative Agents in Individual Capacities 105107


Section 9.11	Successor Administrative Agents 105107


Section 9.12	Other Agents 106108


Section 9.13	Defaulting Agents 106108


Section 9.14	Right to Realize on Collateral and Enforce Guarantee 106108


Section 9.15	Collateral Agent 106108

ARTICLE X.

GUARANTY


Section 10.01	Guaranty by the Subsidiary Guarantors, etc. 106108


Section 10.02	Subordination 107109


Section 10.03	Subsidiary Guarantors’ Obligations Absolute 107109

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Page


Section 10.04	Waivers 109111


Section 10.05	Subrogation Rights 109111


Section 10.06	Separate Actions 109111


Section 10.07	Subsidiary Guarantors Familiar with Borrower’s Affairs 109111


Section 10.08	Solvency 109111


Section 10.09	Continuing Guaranty; Remedies Cumulative, etc. 110112


Section 10.10	Application of Payments and Recoveries 110112


Section 10.11	Enforcement Expenses 110112


Section 10.12	Right of Setoff 110112


Section 10.13	Reinstatement 110112


Section 10.14	Sale of Equity Interests of a Guarantor 111113


Section 10.15	Contribution Among Guarantors 111113


Section 10.16	Full Recourse Obligations; Effect of Fraudulent Transfer Laws, etc. 111113


Section 10.17	[Intentionally Omitted] 111113


Section 10.18	Termination 111113


Section 10.19	Enforcement Only by Administrative Agents 111113


Section 10.20	Effect of Stay 111113

ARTICLE XI.

MISCELLANEOUS


Section 11.01	Payment of Expenses etc. 111113


Section 11.02	Indemnification 112114


Section 11.03	Right of Setoff 112114


Section 11.04	Equalization 113115


Section 11.05	Notices 113115


Section 11.06	Successors and Assigns 114116


Section 11.07	No Waiver; Remedies Cumulative 118120


Section 11.08	Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial 118120


Section 11.09	Counterparts 119121


Section 11.10	Integration 119121


Section 11.11	Headings Descriptive 119121


Section 11.12	Amendment or Waiver 119121


Section 11.13	Survival of Indemnities 121123


Section 11.14	Domicile of Loans 121123


Section 11.15	Confidentiality 121123


Section 11.16	Limitations on Liability of the LC Issuers 122124


Section 11.17	General Limitation of Liability 122124


Section 11.18	No Duty 122124


Section 11.19	Lenders and Agent Not Fiduciary to Borrower, etc. 123125


Section 11.20	Survival of Representations and Warranties 123125


Section 11.21	Severability 123125


Section 11.22	Independence of Covenants 123125


Section 11.23	Interest Rate Limitation 123125


Section 11.24	Judgment Currency 123125


Section 11.25	USA Patriot Act 124; Beneficial Ownership Regulation 126


Section 11.26	Keepwell 124126


Section 11.27	Acknowledgement and Consent to Bail-In of EEA Financial Institutions 124126


Section 11.28	Certain ERISA Matters 124126


Section 11.29	Acknowledgement Regarding Any Supported QFCs 128

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SCHEDULES


Schedule 1(a)	Commitments


Schedule 1(b)	Auction Procedures


Schedule 1.01(a)	Immaterial Subsidiaries


Schedule 2	Material Agreements


Schedule 2.05	Existing Letters of Credit


Schedule 5.01	Subsidiaries


Schedule 5.14	ERISA


Schedule 5.21(a)	Specific Indebtedness Agreements


Schedule 5.21(b)	Specific Liens


Schedule 6.11(b)	Post-Closing Matters


Schedule 7.03	Permitted Liens


Schedule 7.04	Permitted Indebtedness


Schedule 7.05	Permitted Investments

EXHIBITS


Exhibit A-1	Form of Revolving Facility Note


Exhibit A-2	Form of Term Loan Note


Exhibit A-3	Form of Swing Line Note


Exhibit B-1	Form of Notice of Borrowing


Exhibit B-3	Form of Notice of Continuation or Conversion


Exhibit B-4	Form of LC Request


Exhibit C	Form of Compliance Certificate


Exhibit D	Form of Closing Certificate


Exhibit E	Form of Assignment and Assumption Agreement


Exhibit F	Form of Security Agreement


Exhibit G	Form of Tax Certificates


Exhibit H	Form of Joinder Agreement

-v-

THIS CREDIT AGREEMENT is entered into as of December 11, 2017, among the following:

(i) CIRCOR INTERNATIONAL, INC., a Delaware corporation (herein, together with its successors and assigns, the “Borrower”);

(ii) each Domestic Subsidiary of the Borrower signatory hereto (herein, together with any other Domestic Subsidiary of the Borrower that becomes a party hereto by joinder supplement (substantially in the form of Exhibit H hereto) or otherwise after the date hereof and together with their respective successors and assigns, collectively, the “Subsidiary Guarantors” and, individually, “Subsidiary Guarantor”);

(iii) the lenders from time to time party hereto (herein, together with their respective successors and assigns, collectively, the “Lenders” and, individually, “Lender”);

(iv) DEUTSCHE BANK AG NEW YORK BRANCH, as the administrative agent for the Lenders in respect of the Term Loans (in such capacity, the “Term Loan Administrative Agent”) and the collateral agent for the Creditors (in such capacity, the “Collateral Agent”);

(iv) SUNTRUSTTRUIST BANK (as successor by merger to SunTrust Bank), as the administrative agent (herein, together with its successors and assigns, the “Revolver Administrative Agent”), as the Swing Line Lender (as hereinafter defined) and an LC Issuer (as hereafter defined);

(v) DEUTSCHE BANK SECURITIES INC. and SUNTRUST XXXXXXXX XXXXXXXX, INC., as joint-lead arrangers and joint-bookrunners;

(vi) CITIZENS BANK, N.A., as co-manager; and

(vii) HSBC SECURITIES (USA) INC., as co-manager.

RECITALS:

(1) Pursuant to that certain Purchase Agreement, dated as of September 24, 2017 (the “Acquisition Agreement”), by and between the Borrower and Colfax Corporation (“Colfax”), the Borrower will (i) acquire (the “Purchase”) certain capital stock and assets constituting the Colfax Fluid Handling business (the “Target” and, together with its subsidiaries, the “Acquired Business”) and (ii) concurrently with the consummation of the Purchase, repay all of the existing indebtedness of the Borrower, its subsidiaries and the Acquired Business other than Indebtedness permitted to remain outstanding by this Agreement and terminate the commitments under the Borrower’s existing credit facility (collectively, the “Refinancing”).

(2) In connection with the foregoing, the Borrower has requested that (i) the Lenders extend credit in the form of InitialOriginal Term Loans to the Borrower on the Closing Date, in an aggregate principal amount of $785,000,000 and (ii) the Lenders extend credit in the form of Revolving Loans made available to the Borrower at any time and from time to time prior to the Revolving Facility Termination Date, in an aggregate principal amount at any time outstanding not in excess of the Dollar Equivalent of $150,000,000 less the aggregate LC Outstandings and Swing Loans outstanding at such time, (iii) the LC Issuer issue standby Letters of Credit at any time and from time to time during the Revolving Facility Availability Period, in an aggregate Stated Amount at any time outstanding not in excess of the Dollar Equivalent of $50,000,000 and (iv) the Swing Line Lender issue Swing Loans at any time and from time to time prior to the Swing Loan Maturity Date, in an aggregate principal amount at any time outstanding not in excess of the Swing Line Commitment.

(3) Subject to and upon the terms and conditions set forth herein, the Lenders, the Swing Line Lender and each LC Issuer are willing to extend credit and make available to the Borrower the credit facility provided for herein for the foregoing purposes.

AGREEMENT:

In consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS AND TERMS

Section 1.01 Certain Defined Terms. As used herein, the following terms shall have the meanings herein specified unless the context otherwise requires:

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

“Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (i) the acquisition of all or substantially all of the assets of any Person, or any business or division of any Person, (ii) the acquisition or ownership of in excess of 50% of the Equity Interest of any Person, or (iii) the acquisition of another Person by a merger, consolidation, amalgamation or any other combination with such Person.

“Acquisition Agreement” has the meaning provided in the recitals.

“Acquired Business” has the meaning provided in the recitals.

“Additional Escrow Amount” means an amount equal to (a) all interest that could accrue on any Future Escrow Debt from and including the date of issuance thereof to and including the date of any potential mandatory redemption to occur if the proceeds of such Future Escrow Debt are not released from the applicable Future Escrow Account, plus (b) the amount of any original issue discount on such Future Escrow Debt, plus (c) all fees and expenses that are incurred in connection with the issuance of such Future Escrow Debt and all fees, expenses or other amounts payable in connection with any redemption of such Future Escrow Debt.

“Additional Lender” means, at any time, any bank, other financial institution or institutional investor or fund that, in each case, is not an existing Lender and that agrees to provide any portion of any Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with Section 2.20.

“Adjusted Eurodollar Rate” means, for any Interest Period with respect to a Eurodollar Loan, (i) the rate per annum equal to the London interbank offered rate for deposits in Dollars appearing on Reuters screen page LIBOR 01 (or on any successor or substitute page of such service or any successor to such service, or such other commercially available source providing such quotations as may be designated by the applicable Administrative Agent from time to time) (the “Eurodollar Screen Rate”) at approximately 11:00 A.M. (London time) two (2) Business Days prior to the first day of such Interest Period, with a maturity comparable to such Interest Period, divided by (ii) a percentage equal to 100% minus the Eurodollar Reserve Percentage; provided, that if the rate referred to in clause (i) above is not available at any such time for any reason, then the rate referred to in clause (i) shall instead be the interest rate per annum, as determined by the applicable Administrative Agent, to be the arithmetic average of the rates per annum at which deposits in Dollars in an amount equal to the amount of such Eurodollar Loan are offered by major banks in the London interbank market to the applicable Administrative Agent at approximately 11:00 A.M. (London time), two (2) Business Days prior to the first day of such Interest Period. For purposes of this Agreement, the Adjusted Eurodollar Rate will not be less than (A) 1.00%, with respect to Term Loans and (B) zero percent (0%), with respect to Revolving Loans.

“Adjusted Foreign Currency Rate” means with respect to each Interest Period for any Foreign Currency Loan, (i) the rate per annum equal to the offered rate appearing on the applicable electronic page of Reuters (or on the appropriate page of any successor to or substitute for such service, or, if such rate is not available, on the appropriate page of any generally recognized financial information service, as selected by the Revolver

Administrative Agent from time to time) that displays an average British Bankers Acceptance Interest Settlement Rate at approximately 11:00 A.M. (London time) two Business Days prior to the commencement of such Interest Period for deposits in the applicable Designated Foreign Currency with a maturity comparable to such Interest Period, divided (and rounded to the nearest 1/16th of 1%) by (ii) a percentage equal to 100% minus the then stated maximum rate of all reserve requirements (including, without limitation, any marginal, emergency, supplemental, special or other reserves and without benefit of credits for proration, exceptions or offsets that may be available from time to time) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D); provided, however, that if the rate referred to in clause (i) above is not available at any such time for any reason, then the rate referred to in clause (i) shall instead be the interest rate per annum, as determined by the Revolver Administrative Agent in its reasonable discretion, to be the average (rounded to the nearest 1/16th of 1%) of the rates per annum at which deposits in an amount equal to the amount of such Foreign Currency Loan in the applicable Designated Foreign Currency are offered to major banks in the London interbank market at approximately 11:00 A.M. (London time), two Business Days prior to the commencement of such Interest Period, for contracts that would be entered into at the commencement of such Interest Period for the same duration as such Interest Period. For purposes of this Agreement, the Adjusted Foreign Currency Rate will not be less than zero percent (0%).

“Administrative Agents” means the Term Loan Administrative Agent and the Revolver Administrative Agent.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with such Person, or, in the case of any Lender that is an investment fund, the investment advisor thereof and any investment fund having the same investment advisor. A Person shall be deemed to control a second Person if such first Person possesses, directly or indirectly, the power (i) to vote 15% or more of the securities having ordinary voting power for the election of directors or managers of such second Person or (ii) to direct or cause the direction of the management and policies of such second Person, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, any director or officer (or person functioning in a substantially similar role) of the Borrower or any of its Subsidiaries shall be deemed an Affiliate of the Borrower and its Subsidiaries. Notwithstanding the foregoing, neither of the Administrative Agents nor any Lender, nor Colfax nor any of its Subsidiaries, shall in any event be considered an Affiliate of the Borrower or any of its Subsidiaries.

“Aggregate Credit Facility Exposure” means, at any time, the sum of (i) the Aggregate Revolving Facility Exposure at such time and (ii) the aggregate principal amount of Swing Loans outstanding at such time.

“Aggregate Revolving Facility Exposure” means, at any time, the sum of (i) the Dollar Equivalent of the principal amounts of all Revolving Loans made by all Lenders and outstanding at such time and (ii) the Dollar Equivalent of the aggregate amount of the LC Outstandings at such time.

“Agreement” means this Credit Agreement, as the same may from time to time be amended, restated, supplemented or otherwise modified.

“Amendment No. 3” means Amendment No. 3 to the Credit Agreement, dated as of February 26, 2020, among the Borrower, the Guarantors, the Administrative Agents and the Lenders party thereto.

“Amendment No. 3 Effective Date” means February 26, 2020, the date of effectiveness of Amendment No. 3.

“Amendment No. 3 Lead Arranger” has the meaning provided in Amendment No. 3.

“Anti-Corruption Laws” means all laws, rules and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries concerning or relating to bribery or corruption.

“Anti-Terrorism Law” means the USA Patriot Act or any other law pertaining to the prevention of future acts of terrorism, in each case as such laws may be amended from time to time.

“Applicable ECF Percentage” means, for any fiscal year of the Borrower, (a) 50% if the First Lien Net Leverage Ratio as of the last day of such fiscal year is greater than 4.40:1.00, (b) 25% if the First Lien Net Leverage Ratio as of the last day of such fiscal year is less than or equal to 4.40:1.00 and greater than 3.90:1.00 and (c) 0% if the First Lien Net Leverage Ratio as of the last day of such fiscal year is less than or equal to 3.90:1.00; provided that if a Default or an Event of Default has occurred and is continuing, the Applicable ECF Percentage shall be 50%.

“Applicable Lending Office” means, with respect to each Lender, the office designated by such Lender to the applicable Administrative Agent as such Lender’s lending office for all purposes of this Agreement. A lender may have a different Applicable Lending Office for Base Rate Loans, Eurodollar Loans and Foreign Currency Loans.

“Applicable Margin” means a percentage per annum equal to (a) for Term Loans, (x) at any time from the Closing Date to, but not including, the Amendment No. 3 Effective Date (i) 3.50%, in the case of Eurodollar Loans and (ii) 2.50%, in the case of Base Rate Loans, and (y) at any time from and after the Amendment No. 3 Effective Date (A) in the event the Borrower does not have a corporate family rating from Moody’s of B1 or better, (i) 3.25%, in the case of Eurodollar Loans and (ii) 2.25%, in the case of Base Rate Loans and (B) in the event the Borrower has a corporate family rating from Moody’s of B1 or better, (i) 3.00%, in the case of Eurodollar Loans and (ii) 2.00%, in the case of Base Rate Loans, (b) for Revolving Loans, (i) 3.50%, in the case of Eurodollar Loans and (ii) 2.50%, in the case of Base Rate Loans, and (c) for Swing Loans (all of which shall be Base Rate Loans), 2.50%.

Any change in the Applicable Margin resulting from a change in the corporate family rating from Moody’s shall be effective during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody’s shall change, or if Moody’s shall cease to be in the business of rating corporate debt obligations, the Borrower and the Term Loan Administrative Agent shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from Moody’s and, pending the effectiveness of any such amendment, the Applicable Margin shall be determined by reference to the rating most recently in effect prior to such change or cessation.

“Approved Bank” has the meaning provided in subpart (ii) of the definition of “Cash Equivalents.”

“Approved Fund” means a fund that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit and that is administered or managed by a Lender or an Affiliate of a Lender.

“Article 55 BRRD” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

“Asset Sale” means the sale, lease, transfer or other disposition (including by means of Sale and Lease-Back Transactions, and by means of mergers, consolidations, amalgamations and liquidations of a corporation, partnership or limited liability company of the interests therein of the Borrower or any Restricted Subsidiary) by the Borrower or any Restricted Subsidiary to any Person of any of the Borrower’s or such Restricted Subsidiary’s respective assets (including, for the avoidance of doubt, Equity Interests), provided that the term Asset Sale specifically excludes (a) any sales, transfers or other dispositions of inventory, or obsolete, worn-out or excess furniture, fixtures, equipment or other property, real or personal, tangible or intangible, in each case in the ordinary course of business and (b) the Intercompany Account Settlement.

“Assignment Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit E.

“Assuming Revolving Lender” has the meaning provided in Section 2.16(a)(iii).

“Auction Party” or “Auction Parties” has the meaning assigned to such term in the definition of “Dutch Auction” or as specified in Section 2.13(e), as the context may require.

“Authorized Officer” means with respect to the Borrower or any Restricted Subsidiary, any of the following officers: the Chairman, the President, the Chief Executive Officer, the Chief Financial Officer, the Treasurer, the Assistant Treasurer or the Corporate Controller or, in the case of any of the foregoing, such other Person as is authorized in writing to act on behalf of the Borrower or such Restricted Subsidiary and is reasonably acceptable to the applicable Administrative Agent. Unless otherwise qualified, all references herein to an Authorized Officer shall refer to an Authorized Officer of the Borrower.

“Available Amount,” means, on any date of determination, a cumulative amount equal to (without duplication):

(a) $25,000,000, plus

(b) the sum of Excess Cash Flow (but not less than zero in any period) for the fiscal year ending December 31, 2018 and Excess Cash Flow for each succeeding completed fiscal year as of such date, in each case, that was not required to prepay Term Loans (or other permitted Indebtedness) pursuant to Section 2.13(b)(iii), plus

(c) the cumulative amount of cash proceeds to the Borrower from the sale of Qualified Equity Interests of the Borrower after the Closing Date and on or prior to such time, plus

(d) returns, profits, distributions and similar amounts (whether by means of a sale or other disposition, a repayment of a loan or advance, a dividend or otherwise) received in cash or Cash Equivalents (plus up to $5,000,000 of non-cash returns, profits, distributions and similar amounts) by the Borrower and the Restricted Subsidiaries on Investments made using the Available Amount, plus

(e) the aggregate amount of any Retained Declined Proceeds since the Closing Date, minus

(f) any amount of the Available Amount used to make Investments pursuant to Section 7.05(o) after the Closing Date and prior to such time, minus

(g) any amount of the Available Amount used to pay dividends or make distributions or payments in respect of Junior Debt or other Restricted Payments pursuant to Section 7.06(f) after the Closing Date and prior to such time, minus

(h) any amount of the Available Amount used to make Acquisitions pursuant to Section 7.02(g) after the Closing Date and prior to such time.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European UnionBRRD, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Bank Product Obligations” means, collectively, all obligations and other liabilities of any Credit Party to any Bank Product Provider arising with respect to any Bank Products.

“Bank Product Provider” means any Person that, at the time it provides any Bank Product to any Credit Party or on the Closing Date with respect to any Bank Products outstanding on the Closing Date, (i) is a Lender, an Administrative Agent, the Collateral Agent or an Affiliate of a Lender, an Administrative Agent or the Collateral Agent and (ii) except when the Bank Product Provider is an Administrative Agent, Collateral Agent or one of their respective Affiliates, has provided prior written notice to the Administrative Agents which has been acknowledged by the Borrower of (x) the existence of such Bank Product, (y) the maximum dollar amount of obligations arising thereunder (the “Bank Product Amount”) and (z) the methodology to be used by such parties in determining the obligations under such Bank Product from time to time. In no event shall any Bank Product Provider acting in such capacity be deemed a Lender for purposes hereof to the extent of and as to Bank Products except that each reference to the term “Lender” in Article IX and Section 11.02 shall be deemed to include such Bank Product Provider and in no event shall the approval of any such person in its capacity as Bank Product Provider be required in connection with the release or termination of any security interest or Lien of the Collateral Agent. The Bank Product Amount may be changed from time to time upon written notice to the Administrative Agents by the applicable Bank Product Provider. No Bank Product Amount may be established at any time that a Default or Event of Default exists.

“Bank Products” means any of the following services provided to any Credit Party by any Bank Product Provider: (a) any treasury or other cash management services, including deposit accounts, automated clearing house (ACH) origination and other funds transfer, depository (including cash vault and check deposit), zero balance accounts and sweeps, return items processing, controlled disbursement accounts, positive pay, lockboxes and lockbox accounts, account reconciliation and information reporting, payables outsourcing, payroll processing, trade finance services (including standby letters of credit permitted by the Revolver Administrative Agent in its sole discretion), investment accounts and securities accounts, and (b) card services, including credit cards (including purchasing cards and commercial cards), prepaid cards, including payroll, stored value and gift cards, merchant services processing, and debit card services.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto, as hereafter amended.

“Base Rate” means the highest of (i) the per annum rate which the applicable Administrative Agent publicly announces from time to time as its prime lending rate, as in effect from time to time, (ii) the Federal Funds Effective Rate, as in effect from time to time, plus one-half of one percent (0.50%) per annum, (iii) the Adjusted Eurodollar Rate determined on a daily basis for an Interest Period of one (1) month, plus one percent (1.00%) per annum and (iv) zero percent (0%) per annum. Each Administrative Agent’s prime lending rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. Each Administrative Agent may make commercial loans or other loans at rates of interest at, above or below such Administrative Agent’s prime lending rate. Each change in the any of the rates described above in this definition shall be effective from and including the date such change is announced as being effective. For purposes of this Agreement, the Base Rate will not be less than (A) 2.00%, with respect to Term Loans and (B) 1.00%, with respect to Revolving Loans.

“Base Rate Loan” means any Loan bearing interest at a rate based upon the Base Rate in effect from time to time.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

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

“Benefited Creditors” means, with respect to the Borrower Guaranteed Obligations pursuant to Article X, each of the Administrative Agents, the Lenders, each LC Issuer, the Swing Line Lender, each Bank

Product Provider and each Designated Hedge Creditor, and the respective successors and assigns of each of the foregoing.

“Borrower” has the meaning specified in the first paragraph of this Agreement.

“Borrower Guaranteed Obligations” has the meaning provided in Section 2.15(a).

“Borrowing” means a Revolving Borrowing, a Term Loan Borrowing or the incurrence of a Swing Loan.

“Business Day” means (i) any day other than Saturday, Sunday or any other day on which commercial banks in Atlanta, Georgia or New York, New York are authorized or required by law to close and (ii) with respect to any matters relating to (A) Eurodollar Loans, any day on which dealings in U.S. Dollars are carried on in the London interbank market, and (B) Foreign Currency Loans, any day on which commercial banks are open for international business (including the clearing of currency transfers in the relevant Designated Foreign Currency) in the principal financial center of the home country of the applicable Designated Foreign Currency.

“Capital Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized under capital leases) by the Borrower and its Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as capital expenditures on the consolidated statement of cash flows of the Borrower and its Restricted Subsidiaries.

“Capital Distribution” means a payment made, liability incurred or other consideration given for the purchase, acquisition, repurchase, redemption or retirement of any Equity Interest of the Borrower or any of its Restricted Subsidiaries or as a dividend, return of capital or other distribution in respect of any of the Borrower’s or such Restricted Subsidiary’s Equity Interest.

“Capital Lease” as applied to any Person means any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, should be accounted for as a capital lease (or finance lease, if and when ASC 842 is effective) on the balance sheet of that Person.

“Capitalized Lease Obligations” means all obligations under Capital Leases of the Borrower or any of its Restricted Subsidiaries, without duplication, in each case taken at the amount thereof accounted for as liabilities identified as “capital lease obligations” (or any similar words) on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries prepared in accordance with GAAP.

“Capped Call Transactions” means one or more call options referencing the Borrower’s Equity Interests purchased by the Borrower in connection with the issuance of Convertible Bond Indebtedness with a strike or exercise price (howsoever defined) initially equal to the conversion price (howsoever defined) of the related Convertible Bond Indebtedness (subject to rounding) and limiting the amount deliverable to the Borrower upon exercise thereof based on a cap or upper strike price (howsoever defined).

“Cash Collateral” has a meaning correlative to the subsequent definition and shall include the proceeds of such cash collateral and other credit support.

“Cash Collateralize” means, in respect of any obligations, to provide and pledge (as a first priority perfected security interest) cash collateral for such obligations in Dollars (in amounts, unless otherwise specified herein, equal to 100% of such obligations), with a depository institution, and pursuant to documentation in form and substance, reasonably satisfactory to the Administrative Agents (and “Cash Collateralization” has a corresponding meaning).

“Cash Equivalents” means any of the following:

(i) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than 90 days from the date of acquisition;

(ii) U.S. dollar denominated time deposits, certificates of deposit and bankers’ acceptances of (x) any Lender, (y) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (z) any bank (or the parent company of such bank) whose short-term commercial paper rating from S&P is at least X-0, X-0 or the equivalent thereof or from Xxxxx’x is at least P-1, P-2 or the equivalent thereof (any such bank, an “Approved Bank”), in each case with maturities of not more than 90 days from the date of acquisition;

(iii) commercial paper issued by any Lender or Approved Bank or by the parent company of any Lender or Approved Bank and commercial paper issued by, or guaranteed by, any industrial or financial company with a short-term commercial paper rating of at least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody’s, or guaranteed by any industrial company with a long-term unsecured debt rating of at least A or A2, or the equivalent of each thereof, from S&P or Moody’s, as the case may be, and in each case maturing within 90 days after the date of acquisition;

(iv) fully collateralized repurchase agreements entered into with any Lender or Approved Bank having a term of not more than 30 days and covering securities described in clause (i) above;

(v) investments in money market funds substantially all the assets of which are comprised of securities of the types described in clauses (i) through (iv) above;

(vi) investments in money market funds access to which is provided as part of “sweep” accounts maintained with a Lender or an Approved Bank;

(vii) investments in industrial development revenue bonds that (A) “re-set” interest rates not less frequently than quarterly, (B) are entitled to the benefit of a remarketing arrangement with an established broker dealer, and (C) are supported by a direct pay letter of credit covering principal and accrued interest that is issued by an Approved Bank;

(viii) investments in pooled funds or investment accounts consisting of investments of the nature described in the foregoing clause (vii); and

(ix) solely with respect to any Foreign Subsidiary of the Borrower, the approximate equivalent of clauses (i) through (viii) above in the jurisdiction in which such Foreign Subsidiary is organized or does business.

“Cashless Consenting Lender” has the meaning provided in Amendment No. 3.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as the same may be amended from time to time, 42 U.S.C. § 9601 et seq.

“CFC” means a Person that is a controlled foreign corporation under Section 957 of the Code.

“CFC Holdco” means a Subsidiary organized under the laws of the United States of America, any State thereof, or the District of Columbia all or substantially all of the assets of which consist of equity interests or debt of one or more CFCs.

“Change of Control” means (i) the acquisition of ownership or voting control, directly or indirectly, beneficially or of record, on or after the Closing Date, by any Person or group (within the meaning of Rule 13d-3 of the SEC under the 1934 Act, as then in effect) of shares representing more than 40% of the aggregate ordinary Voting Power represented by the issued and outstanding capital stock of the Borrower; or (ii) 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 ceases to be composed of individuals (A) who were members of that board or equivalent governing body on the Closing Date or (B) whose election to the board of directors of the Borrower, or whose nomination for election by the shareholders of the Borrower, was approved (such approval either by specific vote or by approval of the Borrower’s proxy statement) by a vote of at least a majority of the directors of the Borrower who were either directors on the Closing Date or whose election or nomination was previously so approved.

“Change in Law” means the occurrence, after the Closing Date, of any of the following: (i) the adoption or taking effect of any applicable law, rule, regulation or treaty, (ii) any change in any applicable law, rule, regulation or treaty, or in the administration, interpretation, implementation or application thereof by any Governmental Authority, or (iii) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) of any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“Charges” has the meaning provided in Section 11.23.

“CIP Regulations” has the meaning provided in Section 9.07.

“Class” means (a) when used with respect to Lenders, refers to whether such Lenders are Revolving Lenders, Original Term Lenders, Initial Term Loan Lenders or Lenders in respect of any other series of Loans, (b) when used with respect to Commitments, refers to whether such Commitments are Revolving Commitments, Initial Term Loan Commitments or Commitments in respect of any other series of Loans, and (c) when used with respect to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing are Revolving Loans, Original Term Loans, Initial Term Loans or any other series of Loans. Notwithstanding anything to the contrary contained in this Agreement, the Initial Term Loans made on the Amendment No. 3 Effective Date and all the Initial Term Loans converted from Original Term Loans on the Amendment No. 3 Effective Date shall constitute a single Class.

“Claims” has the meaning set forthprovided in the definition of “Environmental Claims.”

“Closing Date” means the date on which all of the conditions set forth in Section 4.01 have been satisfied or waived in accordance with Section 11.12.

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

“Colfax Stockholders Agreement” means the Stockholders Agreement dated December 11, 2017 between the Borrower and Colfax.

“Collateral” means all tangible and intangible property, real and personal, of any Credit Party that is or purports to be the subject of a Lien in favor of the Collateral Agent to secure the whole or any part of the Obligations or any guarantee thereof, and shall include, without limitation, all casualty insurance proceeds and condemnation awards with respect to any of the foregoing.

“Collateral Agent” has the meaning provided in the first paragraph of this Agreement and includes any successor to the Collateral Agent appointed pursuant to Section 9.11.

“Collateral Documents” means, collectively, the Security Agreement, any Real Property Documents, the Diligence Questionnaire, all Copyright Security Agreements, all Patent Security Agreements, all Trademark Security Agreements and all other instruments and agreements now or hereafter securing or perfecting the Liens securing the whole or any part of the Obligations or any guarantee thereof, all UCC financing statements, fixture filings and stock powers, and all other documents, instruments, agreements and certificates executed and delivered by any Credit Party to the Collateral Agent and the Lenders in connection with the foregoing.

“Co-Managers” means Citizens Bank, N.A. and HSBC Securities (USA), Inc., each in their capacities as a co-manager in connection with this Agreement.

“Commitment” means a Term Loan Commitment or a Revolving Commitment of any Class or multiple Classes, as the context may require.

“Commitment Fee Rate” means, for each fiscal quarter or portion thereof, the applicable rate per annum set forth below based on the First Lien Net Leverage Ratio:



Level	First Lien Net Leverage Ratio	Commitment Fee Rate
I	Greater than 4.00:1.00	0.50%
II	Less than or equal to 4.00:1.00	0.375%

Notwithstanding the foregoing, until the delivery of the Borrower’s financial statements for the first full fiscal quarter ending after the Closing Date, the Commitment Fee Rate will be set at Level I. In addition, Level I will apply during any period when (x) a Default or Event of Default has occurred and is continuing or (y) the financial statements have not been delivered when required to be delivered pursuant to Section 6.01.

“Commodities Hedge Agreement” means a commodities contract purchased by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business, and not for speculative purposes, with respect to raw materials necessary to the manufacturing or production of goods in connection with the business of the Borrower and its Restricted Subsidiaries.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended and in effect from time to time, and any successor statute.

“Compliance Certificate” has the meaning provided in Section 6.01(c).

“Confidential Information” has the meaning provided in Section 11.15(b).

“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.

“Consenting Revolving Lender” has the meaning provided in Section 2.16(a)(ii).

“Consideration” means, in connection with an Acquisition, the aggregate consideration paid, including borrowed funds, cash, the issuance of securities or notes, the assumption or incurring of liabilities (direct or contingent), the payment of consulting fees (excluding any fees payable to any investment banker in connection with such Acquisition) or fees for a covenant not to compete and any other consideration paid for the purchase.

“Consolidated EBITDA” means, with reference to any period, Consolidated Net Income for such period plus:

(a) without duplication and to the extent deducted (and not otherwise added back or excluded) in determining Consolidated Net Income for such period, the sum of the following amounts for such period:

(i) Consolidated Interest Expense, and the accretion of any original issue discount on Convertible Bond Indebtedness allocated to interest expense;

(ii) expense for income taxes paid or accrued (including in respect of repatriated funds and any future taxes or other levies which replace or are intended to be in lieu of such taxes and any penalties and interest related to such taxes or arising from tax examinations),

(iii) depreciation,

(iv) amortization (including amortization of deferred financing fees or costs),

(v) non-cash expenses or losses (including non-cash expenses related to stock-based compensation),

(vi) any non-recurring charges, costs, fees and expenses directly incurred or paid directly as a result of discontinued operations (other than such charges, costs, fees and expenses to the extent constituting losses arising from such discontinued operations),

(vii) any other extraordinary, unusual or non-recurring cash charges or expenses,

(viii) the amount of “run rate” cost savings, operating expense reductions and synergies projected by the Borrower in good faith to be realized as a result of any Investment, disposition or internal cost-savings initiative or the Purchase, in each case within the eight consecutive fiscal quarters following the end of the relevant period consummation of such Investment, disposition or initiative or the Purchase, calculated as though such cost savings and synergies had been realized on the first day of such period and net of the amount of actual benefits received during such period from such Investment, disposition or initiative or the disposition,

(ix) adjustments relating to purchase price allocation accounting,

(x) losses on asset sales, disposals or abandonments (other than asset sales, disposals or abandonments in the ordinary course of business),

(xi) any loss relating to amounts paid in cash prior to the stated settlement date of any hedging obligation that has been reflected in Consolidated Net Income for such period,

(xii) any loss resulting from a change in accounting principles during such period to the extent included in Consolidated Net Income,

(xiii) any Transaction Costs incurred during such period,

(xiv) any fees and expenses (including any transaction or retention bonus or similar payment) incurred during such period, or any amortization thereof for such period, in connection with any acquisition (including, but not limited to, the Purchase), non-recurring costs to acquire equipment to the extent not capitalized in accordance with GAAP, and any Investment, recapitalization, asset sale, non-competition agreement, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of or waiver or consent relating to any debt instrument (in each case, including the Transaction Costs and any such transaction consummated prior to the Closing Date and any

such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful (including, for the avoidance of doubt, the effects of expensing all transaction-related expenses in accordance with FASB Accounting Standards Codification 805 and gains or losses associated with FASB Accounting Standards Codification 460),

(xv) restructuring charges or expenses, whether or not classified as restructuring charges or expenses under GAAP (including integration costs, restructuring costs related to acquisitions and to closure or consolidation of facilities or locations, facilities’ opening costs and other business optimization expenses, curtailments or modifications to pension and post-retirement employee benefit plans, retention or completion bonuses and any expense related to any reconstruction, de-commissioning or reconfiguration of fixed assets for alternate use),

(xvi) proceeds of business interruption insurance,

(xvii) charges, losses or expenses to the extent indemnified or insured by a third party to the extent such Person has notified such third party of such amount and such third party has not denied their reimbursement obligation, and

(xviii) the amount of any expense or reduction of Consolidated Net Income consisting of Restricted Subsidiary income attributable to minority interests or noncontrolling interests of third parties in any non-wholly owned Restricted Subsidiary, excluding cash distributions in respect thereof,

minus

(b) without duplication and to the extent included (and not otherwise deducted) in determining Consolidated Net Income for such period, the sum of the following amounts for such period:

(i) income tax credits and refunds (to the extent not netted from Tax expense),

(ii) any cash payments made during such period in respect of items described in clause (a)(v) above subsequent to the applicable Test Period in which the relevant non-cash expenses or losses were incurred,

(iii) any non-recurring income or gains directly as a result of discontinued operations,

(iv) any unrealized income or gains in respect of Swap Contracts (to the extent not included in clause (b)(i) above or netted against interest expense in the calculation of Consolidated Interest Expense),

(v) extraordinary, unusual or non-recurring income or gains,

(vi) gains on asset sales, disposals or abandonments (other than asset sales, disposals or abandonments in the ordinary course of business),

(vii) any gain relating to amounts paid in cash prior to the stated settlement date of any hedging obligation that has been reflected in Consolidated Net Income for such period, and

(viii) any gain resulting from a change in accounting principles during such period to the extent included in Consolidated Net Income, each as determined for the Borrower and its Restricted Subsidiaries in accordance with GAAP on a consolidated basis.

For the avoidance of doubt, the foregoing additions to, and subtractions from, Consolidated EBITDA shall not give effect to any items attributable to the Unrestricted Subsidiaries. For the purposes of calculating

Consolidated EBITDA for any Test Period as of any date (I) if at any time during such Test Period or after the end of such Test Period but prior to such date, the Borrower or any Restricted Subsidiary shall have made any disposition or converted any Restricted Subsidiary into an Unrestricted Subsidiary, the Consolidated EBITDA for such Test Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Disposition or to such conversion for such Test Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Test Period, (II) if during such Test Period or after the end of such Test Period but prior to such date, the Borrower or any Restricted Subsidiary shall have converted any Unrestricted Subsidiary into a Restricted Subsidiary, Consolidated EBITDA for such Test Period shall be calculated after giving pro forma effect thereto as if such conversion occurred on the first day of such Test Period and (III) if during such Test Period or after the end of such Test Period but prior to such date, the Borrower or any Restricted Subsidiary shall have consummated a Permitted Acquisition, Consolidated EBITDA for such Test Period shall be calculated as if such Permitted Acquisition were consummated on the first day of such Test Period.

Notwithstanding the foregoing, Consolidated EBITDA of the Borrower (i) for the fiscal quarter ended December 31, 2016, shall be deemed to be $35.7 million, (ii) for the fiscal quarter ended March 31, 2017, shall be deemed to be $31.8 million, (iii) for the fiscal quarter ended June 30, 2017, shall be deemed to be $38.4 million and (iv) for the fiscal quarter ended September 30, 2017, shall be deemed to be $30.4 million, as may be subject to add-backs and adjustments (without duplication) pursuant to clause (a)(viii) above and Section 1.07 for the applicable Testing Period. Further, Consolidated EBITDA of the Borrower for the first fiscal quarter of 2018 shall be increased by the adjustment made to opening retained earnings, adjusted to exclude income tax impact, which represents the cumulative effect of initially applying the new revenue recognition standard in 2018.

“Consolidated First Lien Debt” means, as of any date of determination, the amount of Consolidated Total Debt (including in respect of the Loans hereunder) that is secured by a Lien (other than Indebtedness that is secured only by the Collateral on a junior lien basis to the Liens securing the Obligations).

“Consolidated Interest Expense” means, for any period, the sum of (i) total interest expense (including, without limitation, that which is capitalized and that which is attributable to Capital Leases or Synthetic Leases) of the Borrower and its Restricted Subsidiaries on a consolidated basis with respect to all outstanding Indebtedness of the Borrower and its Restricted Subsidiaries plus (ii) the net amount payable (or minus the net amount receivable) under Interest Rate Protection Agreements to which Borrower or any of its Restricted Subsidiaries are a party during such period (irrespective of whether actually paid or received during such period).

“Consolidated Net Income” means for any period, the net income (or loss) of the Borrower and its Restricted Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP.

“Consolidated Net Worth” means at any time, all amounts that, in conformity with GAAP, would be included under the caption “total stockholders’ equity” (or any like caption) on a consolidated balance sheet of the Borrower at such time.

“Consolidated Secured Debt” means, as of any date of determination, the amount of Consolidated Total Debt (including in respect of the Loans hereunder) that is secured by a Lien on any asset of the Borrower or any Restricted Subsidiary.

“Consolidated Total Debt” means, on any date, the sum (without duplication) of (i) (a) the outstanding principal amount of all obligations for borrowed money (including the Obligations) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) any unpaid reimbursement obligations with respect to letters of credit, but excluding any contingent obligations with respect to letters of credit outstanding; (c) all obligations in respect of the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business and (ii) earn-out payments or other contingent consideration);

(d) all obligations in respect of Disqualified Equity Interests; (e) Indebtedness which is attributable to Capital Leases or Synthetic Leases, the capitalized amount of which that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP; (f) all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (e) above of another Person other than the Borrower or a Restricted Subsidiary; and (g) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which any LoanCredit Party or any Restricted Subsidiary is a general partner or joint venturer, except to the extent that Indebtedness is expressly made non-recourse to such Credit Party or Restricted Subsidiary, in each case of the Borrower and of its Restricted Subsidiaries as determined on a consolidated basis, minus (ii) the aggregate amount of Unrestricted cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries on such date. For purposes hereof, “Unrestricted” means, when referring to cash and Cash Equivalents, that such cash and Cash Equivalents (i) do not appear or would not be required to appear as “restricted” on the consolidated financial statements of the Borrower and (ii) are not subject to a Lien in favor of any Person other than the Collateral Agent or any Lender pursuant to the Loan Documents.

“Continue,” “Continuation” and “Continued” each refers to a continuation of a Fixed Rate Loan for an additional Interest Period as provided in Section 2.10.

“Contract Consideration” has the meaning set forthprovided in the definition of “Excess Cash Flow.”

“Convert,” “Conversion” and “Converted” each refers to a conversion of Loans of one Type into Loans of another Type.

“Convertible Bond Hedge Transactions” means one or more call options referencing the Borrower’s Equity Interests purchased by the Borrower in connection with the issuance of Convertible Bond Indebtedness with a strike or exercise price (howsoever defined) initially equal to the conversion or exchange price (howsoever defined) of the related Convertible Bond Indebtedness (subject to rounding).

“Convertible Bond Indebtedness” means Indebtedness having a feature which entitles the holder thereof to convert all or a portion of such Indebtedness into Equity Interests of the Borrower (and cash in lieu of fractional Equity Interests) and/or cash (in an amount determined by reference to the price of Equity Interests of the Borrower).

“Copyright” shall have the meaning assigned to such term in the Security Agreement.

“Copyright Security Agreement” means any Copyright Security Agreement executed by a Credit Party owning registered Copyrights or applications for Copyrights in favor of the Collateral Agent for the benefit of the Creditors, both on the Closing Date and thereafter.

“Credit Agreement Refinancing Indebtedness” means (a) Permitted First Priority Refinancing Debt, (b) Permitted Junior Lien Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or (d) Other Term Loans incurred or Other Revolving Commitments obtained pursuant to a Refinancing Amendment, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, existing Term Loans, outstanding Revolving Loans or (in the case of Other Revolving Commitments obtained pursuant to a Refinancing Amendment) Revolving Commitments (“Refinanced Debt”); provided that (i) such extending, renewing, replacing or refinancing Indebtedness (including, if such Indebtedness includes any Other Revolving Commitments, the unused portion of such Other Revolving Commitments) is in an original aggregate principal amount not greater than the sum of the aggregate principal amount of the Refinanced Debt plus all accrued and unpaid interest and any premium or fees thereon and expenses incurred in connection with such extension, renewal, replacement or refinancing, (ii) such Indebtedness has a maturity that is equal to or later than and, except in the case of Other Revolving Commitments, a Weighted Average Life to Maturity equal to or greater than the Refinanced Debt, and (iii) such Refinanced Debt shall be repaid, defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred

or obtained; provided that to the extent that such Refinanced Debt consists, in whole or in part, of Revolving Commitments (or loans incurred pursuant to any Revolving Commitments), such commitments shall be terminated, and all accrued fees in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.

“Credit Event” means the making of any Borrowing, any Conversion or Continuation or any LC Issuance.

“Credit Facility” means the credit facility established under this Agreement pursuant to which (i) the Revolving Lenders shall make Revolving Loans to the Borrower, and shall participate in LC Issuances, pursuant to the Revolving Commitment of each such Lender, (ii) the Swing Line Lender shall make Swing Loans to the Borrower under the Swing Line Facility pursuant to the Swing Line Commitment, (iii) each LC Issuer shall issue Letters of Credit for the account of the LC Obligors in accordance with the terms of this Agreement and (iv) the Term Loan Lenders shall make Term Loans to the Borrower pursuant to the Term Loan Commitment of each such Lender.

“Credit Facility Exposure” means, for any Lender at any time, the Dollar Equivalent of the sum of (i) such Lender’s Revolving Facility Exposure at such time and (ii) in the case of the Swing Line Lender, the principal amount of Swing Loans outstanding at such time.

“Credit Party” means the Borrower or any Subsidiary Guarantor.

“Creditors” means the Administrative Agents, the Collateral Agent, each LC Issuer, the Lenders, Affiliates of the Lenders, the Designated Hedge Creditors, the Bank Product Providers and the respective successors and assigns of each of the foregoing.

“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, act or condition that with notice or lapse of time, or both, would constitute an Event of Default.

“Default Rate” means, for any day, (i) with respect to any Loan, a rate per annum equal to 2% per annum above the interest rate that is or would be applicable from time to time to such Loan pursuant to Section 2.09(a), and (ii) with respect to any other amount, a rate per annum equal to 2% per annum above the rate that would be applicable to Revolving Loans that are Base Rate Loans pursuant to Section 2.09(a)(i).

“Defaulting Lender” means, subject to Section 2.18(c), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless, other than with respect to Loans made on the Closing Date, such Lender notifies the applicable Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Revolver Administrative Agent, any LC Issuer, any Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Loans) within two (2) Business Days of the date when due, (b) has notified the Borrower, any Administrative Agent or any LC Issuer or Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless, other than with respect to Loans made on the Closing Date, 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 (3) Business Days after written request by any Administrative Agent or the Borrower, to confirm

in writing to such 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 such 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, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-in Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by any Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.18(b)) upon delivery of written notice of such determination to the Borrower, each LC Issuer, each Swing Line Lender and each Lender.

“Designated Foreign Currency” means (i) in the case of Revolving Borrowings, Euros or any other currency (other than Dollars) approved in writing by all Revolving Lenders and that is freely traded and exchangeable into Dollars and (ii) in the case of Letters of Credit, Euros, Pound Sterling, Swedish Krona, Mexican Pesos or Norwegian Krone.

“Designated Hedge Agreement” means any Hedge Agreement (other than a Commodities Hedge Agreement) to which the Borrower or any of its Restricted Subsidiaries is a party and as to which a Designated Hedge Creditor is a counterparty that, pursuant to a written notice provided by such counterparty to the Administrative Agents, has been designated as a Designated Hedge Agreement.

“Designated Hedge Creditor” means any Person that participates as a counterparty to the Borrower or any of its Restricted Subsidiaries pursuant to any Hedge Agreement and that, at the time it enters into such Hedge Agreement or on the Closing Date with respect to such Hedge Agreements outstanding on the Closing Date, is a Lender, an Administrative Agent, the Collateral Agent or an Affiliate of a Lender, an Administrative Agent or the Collateral Agent.

“Deutsche Bank” means Deutsche Bank AG New York Branch.

“Diligence Questionnaire” shall have the meaning assigned to such term in the Security Agreement.

“Disclosed Matters” means the disclosures made by the Borrower and its Restricted Subsidiaries regarding environmental and asbestos litigation related matters (i) in any of the Borrower’s publicly available filings made with the SEC prior to the Closing Date or (ii) in the Disclosure Letter.

“Disclosure Letter” means the Disclosure Letter, dated as of December 11, 2017, delivered by the Borrower to the AdminitrativeAdministrative Agents on the Closing Date.

“Disqualified Equity Interest” means, with respect to any Person, any Equity Interest in such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition:

(a) matures or is mandatorily redeemable (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), whether pursuant to a sinking fund obligation or otherwise;

(b) is convertible or exchangeable, either mandatorily or at the option of the holder thereof, for Indebtedness or Equity Interests (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests); or

(c) is redeemable at the option of the holder thereof (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests) or is required to be repurchased by such Person or any of its Affiliates, in whole or in part, at the option of the holder thereof;

in each case, prior to the date ninety-one (91) days after the Latest Maturity Date determined as of the date of issuance thereof; provided, however, that (i) an Equity Interest in any Person that would not constitute a Disqualified Equity Interest but for terms thereof giving holders thereof the right to require such Person to redeem or purchase such Equity Interest upon the occurrence of an “asset sale” or a “change of control” or similar event shall not constitute a Disqualified Equity Interest if any such requirement becomes operative only after the repayment in full of all Obligations hereunder and (ii) if an Equity Interest in any Person is issued pursuant to any plan for the benefit of employees of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries or by any such plan to such employees, such Equity Interest shall not constitute a Disqualified Equity Interest solely because it may be required to be repurchased by the Borrower (or any direct or indirect parent company thereof) or any of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations of such Person or as a result of such employee’s termination, death or disability.

“Dollars,” “U.S. Dollars” and the sign “$” each means lawful money of the United States.

“Dollar Equivalent” means, (i) with respect to any amount denominated in Dollars, such amount, (ii) with respect to a Foreign Currency Loan to be made, the Dollar equivalent of the amount of such Foreign Currency Loan, determined by the Revolver Administrative Agent on the basis of its spot rate at approximately 11:00 A.M. London time on the date two Business Days before the date such Foreign Currency Loan is to be made, for the purchase of the relevant Designated Foreign Currency with Dollars for delivery on the date such Foreign Currency Loan is to be made, (iii) with respect to any Letter of Credit to be issued in any Designated Foreign Currency, the Dollar equivalent of the Stated Amount of such Letter of Credit, determined by the applicable LC Issuer on the basis of its spot rate at approximately 11:00 A.M. London time on the date two Business Days before the issuance of such Letter of Credit, for the purchase of the relevant Designated Foreign Currency with Dollars for delivery on such date of issuance, and (iv) with respect to any other amount not denominated in Dollars, and with respect to Foreign Currency Loans and Letters of Credit issued in any Designated Foreign Currency at any other time, the Dollar equivalent of such amount, Foreign Currency Loan or Letter of Credit, as the case may be, determined by the Revolver Administrative Agent on the basis of its spot rate at approximately 11:00 A.M. London time on the date for which the Dollar equivalent amount of such amount, Foreign Currency Loan or Letter of Credit, as the case may be, is being determined, for the purchase of the relevant Designated Foreign Currency with Dollars for delivery on such date.

“Domestic Credit Party” means the Borrower or any Domestic Subsidiary that is a Subsidiary Guarantor.

“Domestic Subsidiary” means any Subsidiary organized under the laws of the United States of America, any State thereof, or the District of Columbia other than a CFC Holdco.

“Dutch Auction” means an auction (an “Auction”) conducted by the Borrower or one or more of its Restricted Subsidiaries (in such capacity, as applicable, the “Auction Party”) in its sole discretion in order to purchase Term Loans in accordance with the procedures set forth on Schedule 1(b). Terms used in Section 2.13(e) and not defined therein shall have the meanings set forth on Schedule 1(b).

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any

financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent;

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

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

“Environmental Claims” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, orders, written notices of non-compliance or violation, or administrative or judicial proceedings arising in any way under any Environmental Law or any permit issued under any such law (hereafter “Claims”), including (i) any and all Claims by any Governmental Authority for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any Environmental Law, and (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from the storage, treatment or Release of any Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment.

“Environmental Indemnity” means each environmental indemnity made by each Credit Party with Real Property required to be pledged as Collateral in favor of the Collateral Agent for the benefit of the Creditors, in each case in form and substance satisfactory to the Collateral Agent.

“Environmental Law” means any applicable Federal, state, foreign or local statute, law, rule, regulation, ordinance, code, binding and enforceable guideline, binding and enforceable written policy, and rule of common law now or hereafter in effect and in each case as amended, and any binding and enforceable judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment issued to or rendered against the Borrower or any of its Restricted Subsidiaries relating to pollution, the environment, employee health and safety or Hazardous Materials.

“Equity Interest” means with respect to any Person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or non-voting) of equity of such Person, including, if such Person is a partnership, partnership interests (whether general or limited) or any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, such partnership, but in no event will Equity Interest include Convertible Bond Indebtedness permitted under Section 7.03 unless and until actually converted or exchanged into equity and Capped Call Transactions, Convertible Bond Hedge Transactions and Warrant Transactions entered into as a part of, or in connection with, an issuance of such Convertible Bond Indebtedness.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” means each Person (as defined in Section 3(9) of ERISA), which together with the Borrower or a Subsidiary of the Borrower, would be deemed to be a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“ERISA Event” means (i) any Reportable Event (ii) any failure to make a required contribution to any Title IV Plan that would result in the imposition of a lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a lien or encumbrance, there being or arising any “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title 1 of ERISA), whether or not waived, or any filing of any request for or receipt of a minimum funding waiver under Section 412 of the Code or Section 302 of ERISA with respect to any Title IV Plan or Multiemployer Plan, or that such filing may be made, or any determination that any Title IV Plan is, or is expected to be, in at-risk status within the meaning of Section 430(i)(4)

of the Code or Section 303(i)(4) of ERISA; (iii) any incurrence by the Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates of any liability under Title IV of ERISA with respect to any Title IV Plan or Multiemployer Plan (other than for premiums due and not delinquent under Section 4007 of ERISA); (iv) any institution of proceedings, or the occurrence of an event or condition which would reasonably be expected to constitute grounds for the institution of proceedings by the PBGC, under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan; (v) any incurrence by the Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal (including under Section 4062(e) of ERISA) from any Title IV Plan or Multiemployer Plan, or the receipt by the Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates of any notice that a Multiemployer Plan is in endangered or critical status under Section 305 of ERISA; (vi) any receipt by the Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates of any notice, or any receipt by any Multiemployer Plan from the Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (vii) engaging in a non-exempt prohibited transaction within the meaning of Section 4975 of the Code or Section 406 of ERISA; (viii) any filing of a notice of intent to terminate any Title IV Plan if such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, any filing under Section 4041(c) of ERISA of a notice of intent to terminate any Title IV Plan, or the termination of any Title IV Plan under Section 4041(c) of ERISA; or (ix) a receipt of any notice concerning the assessment of any tax or penalty under Code Section 4980H.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Eurodollar” means when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bears interest at a rate based upon the Adjusted Eurodollar Rate.

“Eurodollar Reserve Percentage” means the aggregate of the maximum reserve percentages (including, without limitation, any emergency, supplemental, special or other marginal reserves) expressed as a decimal (rounded upwards to the next 1/100th of 1%) in effect on any day to which the applicable Administrative Agent is subject with respect to the Adjusted Eurodollar Rate pursuant to regulations issued by the Board of Governors of the Federal Reserve System (or any Governmental Authority succeeding to any of its principal functions) with respect to eurocurrency funding (currently referred to as “eurocurrency liabilities” under Regulation D). Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D. The Eurodollar Reserve Percentage shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Eurodollar Screen Rate” has the meaning provided in the definition of “Adjusted Eurodollar Rate”.

“Event of Default” has the meaning provided in Section 8.01.

“Event of Loss” means, with respect to any property, (i) the actual or constructive total loss of such property or the use thereof, resulting from destruction, damage beyond repair, or the rendition of such property permanently unfit for normal use from any casualty or similar occurrence whatsoever, (ii) the destruction or damage of a portion of such property from any casualty or similar occurrence whatsoever under circumstances in which such damage cannot reasonably be expected to be repaired, or such property cannot reasonably be expected to be restored to its condition immediately prior to such destruction or damage, within 90 days after the occurrence of such destruction or damage, (iii) the condemnation, confiscation or seizure of, or requisition of title to or use of, any property, or (iv) in the case of any property located upon a leasehold, the termination or expiration of such leasehold.

“Excess Cash Flow” means, for the Borrower and its Restricted Subsidiaries on a consolidated basis, in accordance with GAAP for any fiscal year an amount, not less than zero, equal to:

(a) the sum, without duplication, of (i) Consolidated Net Income for such fiscal year, (ii) an amount equal to the amount of all non-cash charges to the extent deducted in determining Consolidated Net Income for such fiscal year and (iii) decreases in Working Capital for such fiscal year, minus

(b) the sum, without duplication (and without duplication of amounts deducted in prior periods), of:

(i) the amount of Capital Expenditures made in cash or accrued during such period or after such period but prior to the time of determination of Excess Cash Flow for such fiscal year, to the extent that such Capital Expenditures were financed with internally generated cash;

(ii) the amount of Permitted Acquisitions and Investments (other than Investments made pursuant to Sections 7.05(a), (f), (h) or (j)) made in cash during such period or after such period but prior to the time of determination of Excess Cash Flow for such fiscal year, to the extent that such Permitted Acquisitions and Investments were financed with internally generated cash;

(iii) the amount of Restricted Payments made pursuant to Section 7.06(c) made in cash during period or after such period but prior to the time of determination of Excess Cash Flow for such fiscal year, to the extent that such Restricted Payments were financed with internally generated cash;

(iv) the aggregate amount of cash committed during such period or after such period but prior to the time of determination of Excess Cash Flow for such fiscal year (the “Contract Consideration”) to be used to make Capital Expenditures or Permitted Acquisitions in the succeeding twelve months for which a binding agreement exists; provided that if the aggregate amount of cash actually used in the succeeding twelve months is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow in the immediately following fiscal year;

(v) the aggregate amount of all scheduled principal payments, and any prepayments or repayments (including any premium, make-whole or penalty payments) of Indebtedness (other than the Loans) made by the Borrower and its Restricted Subsidiaries during such period or after such period but prior to the time of determination of Excess Cash Flow for such fiscal year, but only to the extent that such payments, prepayments or repayments (including any premium, make-whole or penalty payments) by their terms cannot be reborrowed or redrawn and do not occur in connection with a refinancing of all or any portion of such Indebtedness;

(vi) the aggregate amount attributable to the early extinguishment of Hedge Agreements or other derivative instruments;

(vii) an amount equal to the amount of all non-cash credits to the extent included in determining Consolidated Net Income for such fiscal year;

(viii) increases to Working Capital for such fiscal year;

(ix) cash payments by the Borrower and its Restricted Subsidiaries during such fiscal year in respect of long-term liabilities of the Borrower and its Restricted Subsidiaries other than Indebtedness, to the extent such payments are not expensed during such period and are not deducted in determining Consolidated Net Income and to the extent that such payments were financed with internally generated cash;

(x) the aggregate amount of any payments in respect of purchase price adjustments or earn-outs made in cash during such period by Borrower or its Restricted Subsidiaries or committed to be made within the period ending on the date of delivery of the Compliance Certificate required to be delivered for such period

and in connection with any Permitted Acquisition or other Investment permitted hereunder, to the extent that such payments were financed with internally generated cash; and

(xi) the aggregate net amount of non-cash gain on the disposition of property by the Borrower and its Restricted Subsidiaries during such fiscal year (other than dispositions in the ordinary course of business), to the extent included in determining Consolidated Net Income for such fiscal year.

“Excluded Foreign Subsidiary” means any Subsidiary of the Borrower that (a) is a CFC, (b) is a CFC Holdco, or (c) is a direct or indirect Subsidiary of a CFC or CFC Holdco (but excluding any Domestic Subsidiaries of any CFC Holdco).

“Excluded Information” has the meaning assigned to such term in Section 2.13(e)(iii).

“Excluded Swap Obligation” means, with respect to any Credit Party, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Credit Party of, or the grant by such Credit Party of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Credit Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time the Guaranty of such Credit Party becomes effective with respect to such related Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, 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 Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 3.05) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.03, 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 3.03(g) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Extended Term Loans” means any Class of Term Loans the maturity of which shall have been extended pursuant to Section 2.16(b).

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or regulatory legislation, rules or official practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code.

“Federal Funds Effective Rate” means, for any day, the rate calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depositary institutions, as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time, and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate, provided that if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement..

“Fee Letter” means the letter dated September 24, 2017, by and among Deutsche Bank, Deutsche Bank Securities Inc., SunTrust, SunTrust Xxxxxxxx Xxxxxxxx, Inc., and the Borrower which details certain fees payable by the Borrower in connection with this Agreement.

“Fees” means all amounts payable pursuant to, or referred to in, Section 2.11.

“Financial Projections” has the meaning provided in Section 5.07(b).

“First Lien Net Leverage Ratio” means, as of any date of determination, the ratio of (i) Consolidated First Lien Debt as of such date to (ii) Consolidated EBITDA for the Testing Period most recently ended for which financial statements are required to have been delivered.

“Fixed Rate Loan” means any Eurodollar Loan or Foreign Currency Loan.

“Flood Hazard Property” means any Real Property subject to a Mortgage and located in an area designated by the Federal Emergency Management Agency (or any successor agency) as having special flood or mud slide hazards.

“Flood Insurance Laws” means, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (v) the Xxxxxxx-Xxxxxx Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“Foreign Currency Loan” means each Revolving Loan denominated in a Designated Foreign Currency and bearing interest at a rate based upon the Adjusted Foreign Currency Rate.

“Foreign Disposition” has the meaning provided in Section 2.13(b)(iv).

“Foreign Lender” means a Lender that is not a U.S. Person.

“Foreign Plan” means any material pension plan, benefit plan, fund (including any superannuation fund) or other similar program established, maintained or contributed to by the Borrower or any Restricted Subsidiary of the Borrower for the benefit of two or more employees of the Borrower or any Restricted Subsidiary of the Borrower employed and residing outside the United States (other than any plans, funds or other similar programs that are maintained exclusively by a Governmental Authority), which plan, fund or other similar program provides, or results in, retirement income or a deferral of income in contemplation of retirement and which plan has a benefit obligation in excess of $1,000,000, and which plan is not subject to ERISA.

“Foreign Plan Event” means, with respect to any Foreign Plan, (a) the existence of unfunded liabilities in excess of the amount permitted under any applicable law, or in excess of the amount that would be permitted absent a waiver from a Governmental Authority, (b) the failure to make the required contributions or payments, under any applicable law, on or before the due date for such contributions or payments, (c) the receipt of a notice from a Governmental Authority relating to the intention to terminate any such Foreign Plan or to appoint a trustee or similar official to administer any such Foreign Plan, or alleging the insolvency of any such Foreign Plan, (d) the incurrence of any liability by the Borrower or any Restricted Subsidiary of the Borrower under applicable law in excess of the funded benefit under such Foreign Plan on account of the complete or partial termination of such Foreign Plan or the complete or partial withdrawal of any participating employer therein or (e) the occurrence of any transaction that is prohibited under any applicable law and that could reasonably be expected to result in the incurrence of any material liability by the Borrower or any Restricted Subsidiary of the Borrower, or the imposition on the Borrower or any Restricted Subsidiary of the Borrower of, any material fine, excise tax or penalty resulting from any noncompliance with any applicable law.

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

“Future Escrow Account” means a deposit or securities account at a financial institution into which any Future Escrow Funds are deposited.

“Future Escrow Debt” means any Indebtedness of a Future Escrow Subsidiary (which may not be guaranteed or receive credit support from any Person other than a Future Escrow Subsidiary); provided that the net proceeds of such Indebtedness are deposited into a Future Escrow Account upon the issuance thereof.

“Future Escrow Funds” means the sum of (a) the net proceeds of any Future Escrow Debt, plus (b) the related Additional Escrow Amount, plus (c) so long as they are retained in a Future Escrow Account, any income, proceeds or products of the foregoing.

“Future Escrow Subsidiary” means any Subsidiary of the Borrower that (a) shall have been identified to the Administrative Agents promptly following its formation, (b) at no time shall contain any assets or liabilities other than any Future Escrow Debt, any Future Escrow Funds, any Future Escrow Accounts and such Subsidiary’s rights and obligations under any documents related to the Future Escrow Debt and (c) shall be an Unrestricted Subsidiary for all purposes of this Agreement (it being understood that no Future Escrow Subsidiary shall, notwithstanding anything to the contrary contained in this Agreement, in any event be designated a Restricted Subsidiary).

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantor” means any of the Subsidiary Guarantors and any other person that executes and delivers a Guaranty to each of the Administrative Agents.

“Guaranty” means any of the following: (i) the guaranty by the Borrower in Section 2.15, (ii) the guaranty by the Subsidiary Guarantors in Article X and (iii) a guaranty, in form and substance reasonably satisfactory to the Administrative Agents, executed by one of more Persons in favor of the Administrative Agents for the benefit of the Creditors under which such Persons guarantee payment and performance of the Obligations.

“Guaranty Obligations” means as to any Person (without duplication) any obligation of such Person guaranteeing any Indebtedness (“primary Indebtedness”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (i) to purchase any such primary Indebtedness or any property constituting direct or indirect security therefor, (ii) to advance or supply funds for the purchase or payment of any such primary Indebtedness or to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary Indebtedness of the ability of the primary obligor to make payment of such primary Indebtedness, or (iv) otherwise to assure or hold harmless the owner of such primary Indebtedness against loss in respect thereof, provided, however, that the definition of Guaranty Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guaranty Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary Indebtedness in respect of which such Guaranty Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder).

“Hazardous Materials” means (i) any petrochemical or petroleum products, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, polychlorinated biphenyls,

and radon gas; and (ii) any chemicals, materials or substances defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “restricted hazardous materials,” “extremely hazardous wastes,” “restrictive hazardous wastes,” “toxic substances,” “toxic pollutants,” “contaminants” or “pollutants,” or words of similar meaning and regulatory effect, under any Environmental Law.

“Hedge Agreement” means (i) any Interest Rate Protection Agreement, (ii) any currency swap or option agreement, foreign exchange contract, forward currency purchase agreement or similar currency management agreement or arrangement or (iii) any Commodities Hedge Agreement.

“Historical Financial Statements” has the meaning provided in Section 5.07(a).

“Immaterial Subsidiary” means, as of any Immaterial Subsidiary Testing Date, any Subsidiary of the Borrower that the Borrower has designated as an “Immaterial Subsidiary” on Schedule 5.01 in accordance with Section 6.01(k) of this Agreement; provided that the following are true on such Immaterial Subsidiary Testing Date: (i) the aggregate Tangible Assets of any such Subsidiary on such day does not exceed 5% of the Total Tangible Assets on such day and the aggregate Tangible Assets of all such Subsidiaries on such day does not exceed 10% of the Total Tangible Assets on such day, and (ii) that portion of Consolidated EBITDA attributable solely to any such Subsidiary for the period of four consecutive fiscal quarters most recently ended prior to such day does not exceed 5% of Consolidated EBITDA for the Borrower and its Subsidiaries for such period and that portion of Consolidated EBITDA attributable solely to such Subsidiaries for the period of four consecutive fiscal quarters most recently ended prior to such day for which financial statements are required to have been delivered does not exceed 10% of Consolidated EBITDA for the Borrower and its Subsidiaries for such period; and further provided that the Borrower may from time to time, by written notice to the Administrative Agents, cause any Subsidiary that it has designated as an “Immaterial Subsidiary” hereunder to be no longer treated as or deemed an “Immaterial Subsidiary” for purposes of this Agreement.

“Immaterial Subsidiary Testing Date” means the last day of each fiscal year of the Borrower for which financial statements are required to have been delivered.

“Incremental Amendment” has the meaning provided in Section 2.19.

“Incremental Amount” means at any date of determination, (i) the sum of (a) $150,000,000, plus (b) the aggregate amount of voluntary prepayments of Term Loans (other than to the extent financed with the proceeds of long-term Indebtedness), less the aggregate principal amount of Incremental Facilities and Incremental Equivalent Debt incurred in reliance on this clause (i) prior to such date, plus (ii) an amount such that, after giving effect to the incurrence of such amount, on a Pro Forma Basis (assuming that (A) all Indebtedness incurred pursuant to Section 2.19(a) or Section 7.04(k) on such date of determination would be included in the definition of Consolidated First Lien Debt, whether or not such Indebtedness would otherwise be so included and (B) any revolving indebtedness is fully drawn), the First Lien Net Leverage Ratio would be less than 4.50 to 1.00; provided that, for purposes of this clause (ii) net cash proceeds of Incremental Facilities or Incremental Equivalent Debt incurred at such time shall not be netted against the applicable amount of Consolidated First Lien Debt for purposes of such calculation of the First Lien Net Leverage Ratio; provided further that any calculation of the First Lien Net Leverage Ratio on a Pro Forma Basis pursuant to clause (ii) above may be determined, at the option of the Borrower, without giving effect to any simultaneous establishment or incurrence of any amounts utilizing clause (i); provided further that the Borrower, in its sole discretion, may from time to time reclassify the incurrence of Incremental Facilities between clauses (i)(a) and (ii) above.

“Incremental Equivalent Debt” has the meaning set forthprovided in Section 7.04(k).

“Incremental Facilities” has the meaning provided in Section 2.19.

“Incremental Lender” has the meaning provided in Section 2.19.

“Incremental Revolving Commitments” has the meaning provided in Section 2.19.

“Incremental Term Loans” has the meaning provided in Section 2.19.

“Indebtedness” of any Person means, without duplication, (i) all indebtedness of such Person for borrowed money; (ii) all bonds, notes, debentures and similar debt securities of such Person; (iii) the deferred purchase price of capital assets or services that in accordance with GAAP would be shown on the liability side of the balance sheet of such Person; (iv) all obligations, contingent or otherwise, of such Person in respect of letters of credit issued for the account of such Person and, without duplication, all drafts drawn thereunder (for the avoidance of doubt, excluding specifically any obligations relating to letters of credit supporting obligations constituting Indebtedness hereunder); (v) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances; (vi) all indebtedness of a second Person secured by any Lien on any property owned by such first Person, whether or not such indebtedness has been assumed; (vii) all Capitalized Lease Obligations of such Person; (viii) the present value, determined on the basis of the implicit interest rate, of all basic rental obligations under all Synthetic Leases of such Person; (ix) [reserved]; (x) all net obligations of such Person under Hedge Agreements; (xi) the full outstanding balance of trade receivables, notes or other instruments sold with full recourse (and the portion thereof subject to potential recourse, if sold with limited recourse), other than in any such case any thereof sold solely for purposes of collection of delinquent accounts; and (xii) all Guaranty Obligations of such Person; provided, however, that (x) neither trade payables, obligations under operating leases, deferred revenue, taxes nor other similar accrued expenses, in each case arising in the ordinary course of business, shall constitute Indebtedness; (y) Indebtedness of the Borrower shall not increase by virtue of a change in GAAP; and (z) the Indebtedness of any Person shall in any event include (without duplication) the Indebtedness of any other entity (including any general partnership in which such Person is a general partner) to the extent such Person is liable thereon as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide expressly that such Person is not liable thereon.

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

“Indemnitees” has the meaning provided in Section 11.02.

“Initial Term Loan Commitment” means, as to each Initial Term Loan Lender, its obligation to make an Initial Term Loan to the Borrower pursuant to Section 2.17 in an aggregate amount not to exceed the amount set forth opposite such Lender’s name on Schedule 1(a) under the caption “Term Commitment” or in the Assignment and Assumption pursuant to which such Initial Term Loan Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The initial aggregate (x) the obligation of the New Lender to make Initial Term Loans to the Borrower on the Amendment No. 3 Effective Date in an aggregate principal amount of $71,979,155.67, which amount is equal to the aggregate principal amount of all outstanding Original Term Loans that are not converted into Initial Term Loans on the Amendment No. 3 Effective Date pursuant to the “Cashless Settlement Option” in Amendment No. 3, and (y) the obligation of each Cashless Consenting Lender to have all of its outstanding Original Term Loans (or such lesser amount as notified and allocated to such Cashless Consenting Lender by the Amendment No. 3 Lead Arranger prior to the Amendment No. 3 Effective Date (with the consent of the Borrower)) converted into an equivalent principal amount of the Initial Term Loan CommitmentsLoans effective as of the ClosingAmendment No. 3 Effective Date is $785,000,000.

“Initial Term Loan Lender” means a Lender with an Initial Term Loan Commitment or holding Initial Term Loans.

“Initial Term Loan” means a Loan madeLoans” means the Loans made or converted on the Amendment No. 3 Effective Date pursuant to Section 2.17(c).

“Initial Yield” means, with respect to any Indebtedness and as of any date of determination, the applicable interest rate of such Indebtedness, taking into account interest rate floors, original issue discount and upfront fees with respect to such Indebtedness (with original issue discount and fees being equated to interest rate based on a four-year life to maturity or lesser remaining average life to maturity), but excluding arrangement,

commitment, structuring or underwriting fees paid to any Lead Arranger or their Affiliates (in each case in their capacities as such) or to one or more arrangers (or their affiliates) in their capacities as such in connection with any Incremental Term Loan and any amendment fees paid with respect to such Indebtedness to any Lead Arranger or their Affiliates (in each case in their capacities as such) or to one or more arranger (or their affiliates) in their capacities as such in connection with any Incremental Term Loan.

“Insolvency Event” means, with respect to any Person, (i) the commencement of a voluntary case by such Person under the Bankruptcy Code or the seeking of relief by such Person under any bankruptcy or insolvency or analogous law in any jurisdiction outside of the United States; (ii) the commencement of an involuntary case against such Person under the Bankruptcy Code and the petition is not dismissed within 60 days after commencement of the case or any order of relief or other order approving any such case or proceeding is entered prior to the expiration of such 60-day period; (iii) a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the property of such Person; (iv) such Person commences (including by way of applying for or consenting to the appointment of, or the taking of possession by, a rehabilitator, receiver, custodian, trustee, conservator or liquidator (collectively, a “conservator”) of such Person or all or any substantial portion of its property) any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, liquidation, rehabilitation, conservatorship or similar law of any jurisdiction whether now or hereafter in effect relating to such Person; (v) any such proceeding of the type set forth in clause (iv) above is commenced against such Person to the extent such proceeding is consented to by such Person or remains undismissed for a period of 60 days; (vi) such Person is adjudicated insolvent or bankrupt; (vii) such Person suffers any appointment of any conservator or the like for it or any substantial part of its property that continues undischarged or unstayed for a period of 60 days; (viii) such Person makes a general assignment for the benefit of creditors; or (ix) any corporate (or similar organizational) action is taken by such Person for the purpose of effecting any of the foregoing.

“Intangible Assets” means, with respect to any Restricted Subsidiary of the Borrower as of any date, intangible assets on the balance sheet of such Restricted Subsidiary as of such date prepared in accordance with GAAP, including patents and goodwill.

“Intercompany Account Settlement” means (a) the payment to Colfax or an Affiliate thereof of any Cash Equivalent (as defined in the Acquisition Agreement) that constitutes an Excluded Asset (as defined in the Acquisition Agreement, but without regard to the last sentence of Section 5.5(e) thereof) and (b) the settlement of any intercompany account between Colfax and any Subsidiary, on the one hand, and any Transferred FH Company (as defined in the Acquisition Agreement) or Closing Subsidiary (as defined in the Acquisition Agreement), on the other hand, that has not been fully settled or terminated as of or prior to the Closing Date.

“Interest Period” means, with respect to each Fixed Rate Loan, a period of one, two, three or six months (or twelve months if offered by all Lenders) as selected by the Borrower; provided, however, that (i) the initial Interest Period for any Borrowing of such Fixed Rate Loan shall commence on the date of such Borrowing (the date of a Borrowing resulting from a Conversion or Continuation shall be the date of such Conversion or Continuation) and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding Interest Period expires; (ii) if any Interest Period begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iii) 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, however, that if any Interest Period 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 next preceding Business Day; (iv) no Interest Period for any Fixed Rate Loan may be selected that would end after the Revolving Facility Termination Date; and (v) if, upon the expiration of any Interest Period, the Borrower has failed to (or may not) elect a new Interest Period to be applicable to the respective Borrowing of Fixed Rate Loans as provided above, the Borrower shall be deemed to have elected to Convert such Borrowing to Base Rate Loans effective as of the expiration date of such current Interest Period or, in the case of any Foreign Currency Loan, the Borrower shall be required to repay the same in full.; and (vi) all Initial Term Loans made pursuant to Section 2.17(c), and those Original Term Loans converted into Initial Term Loans on the Amendment No. 3 Effective Date

pursuant to the “Cashless Settlement Option” in Amendment No. 3, shall have an initial Interest Period ending on March 12, 2020 (and, notwithstanding anything to the contrary herein, each Cashless Consenting Lender, each non-converting Consenting Lender and the New Lender hereby consents to such non-conforming Interest Period), which is the same Interest Period as in effect for the Original Term Loans on the Amendment No. 3 Effective Date and the Adjusted Eurodollar Rate for such initial Interest Period shall be the same Adjusted Eurodollar Rate that applies to the outstanding Borrowing of Original Term Loans immediately prior to the Amendment No. 3 Effective Date.

“Interest Rate Protection Agreement” means any interest rate swap agreement, any interest rate cap agreement, any interest rate collar agreement or other similar interest rate management agreement or arrangement, in each case providing for the transfer or mitigation of interest risks either generally or under specific contingencies.

“Investment” means (i) any direct or indirect purchase or other acquisition by a Person of any Equity Interest of any other Person; (ii) any loan, advance (other than deposits with financial institutions available for withdrawal on demand) or extension of credit to, guarantee or assumption of debt or purchase or other acquisition of any other Indebtedness of, any Person by any other Person; or (iii) the purchase, acquisition or investment of or in any stocks, bonds, mutual funds, notes, debentures or other securities, or any deposit account, certificate of deposit or other investment of any kind.

The amount, as of any date of determination, of (a) any Investment in the form of a loan or an advance shall be the principal amount thereof outstanding on such date, but without any adjustment for write-downs or write-offs (including as a result of forgiveness of any portion thereof) with respect to such loan or advance after the date thereof, (b) any Investment in the form of a Guaranty shall be equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guaranty is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof, as determined in good faith by a Responsible Officer, (c) any Investment in the form of a transfer of Equity Interests or other non-cash property by the investor to the investee, including any such transfer in the form of a capital contribution, shall be the fair market value (as determined in good faith by a Responsible Officer) of such Equity Interests or other property as of the time of the transfer, minus any payments actually received by such investor representing a return of capital of, or in the case of Investments in the form of a transfer of Equity Interests, dividends or other distributions on account of (to the extent such payments do not exceed, in the aggregate, the original amount of such Investment), but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the date of such Investment, and (d) any Investment (other than any Investment referred to in clause (a), (b) or (c) above) by the specified Person shall be the original cost of such Investment (including any Indebtedness assumed in connection therewith), plus (i) the cost of all additions thereto and minus (ii) the amount of any portion of such Investment that has been repaid to the investor in cash as a repayment of principal or a return of capital, and of any cash payments actually received by such investor representing dividends or other distributions on account of (to the extent such payments do not exceed, in the aggregate, the original amount of such Investment), but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the date of such Investment. For purposes of covenant compliance, if an Investment involves the acquisition of more than one Person, the amount of such Investment shall be allocated among the acquired Persons in accordance with GAAP; provided that pending the final determination of the amounts to be so allocated in accordance with GAAP, such allocation shall be as reasonably determined by a Responsible Officer.

“Judgment Amount” has the meaning provided in Section 11.24.

“Junior Debt” means any unsecured Indebtedness, Indebtedness secured on a junior priority basis to the Liens securing the Obligations or Subordinated Indebtedness, in each case, in an aggregate principal amount in excess of $5,000,000.

“Latest Maturity Date” means, at any date of determination, the latest maturity date applicable to any Loan or Commitment hereunder at such time, including the latest maturity date of any Loan or Commitment extended in accordance with this Agreement from time to time.

“LC Commitment Amount” means $50,000,000 or the Dollar Equivalent thereof in Designated Foreign Currency.

“LC Disbursement” means a payment made by the LC Issuer pursuant to a Letter of Credit.

“LC Documents” means, with respect to any Letter of Credit, any documents executed in connection with such Letter of Credit, excluding the Letter of Credit itself.

“LC Fee” means any of the fees payable pursuant to Section 2.11(c) or Section 2.11(d) in respect of Letters of Credit.

“LC Issuance” means the issuance of any Letter of Credit by any LC Issuer for the account of an LC Obligor in accordance with the terms of this Agreement, and shall include any amendment thereto that increases the Stated Amount thereof or extends the expiry date of such Letter of Credit.

“LC Issuer” means SunTrustTruist or any of its Affiliates and, solely with respect to the Citizens Bank LCs set forth on Schedule 2.05, Citizens Bank, N.A., or such other Lender that is requested by the Borrower and agrees to be an LC Issuer hereunder and is approved by the Revolver Administrative Agent.

“LC Obligor” means, with respect to each LC Issuance, the Borrower or the Subsidiary Guarantor for whose account such Letter of Credit is issued.

“LC Outstandings” means, at any time, the sum, without duplication, of (i) the Dollar Equivalent of the aggregate Stated Amount of all outstanding Letters of Credit and (ii) the Dollar Equivalent of the aggregate amount of all Unreimbursed Drawings with respect to Letters of Credit.

“LC Participant” has the meaning provided in Section 2.05(g)(i).

“LC Participation” has the meaning provided in Section 2.05(g)(i).

“LC Request” has the meaning provided in Section 2.05(b).

“LCT Election” has the meaning specified in Section 1.07.

“LCT Test Date” has the meaning specified in Section 1.07.

“Lead Arrangers” means Deutsche Bank Securities Inc. and, SunTrust Xxxxxxxx Xxxxxxxx, Inc. and the Amendment No. 3 Lead Arranger, each in their capacities as a lead bookrunner and lead arranger in connection with this Agreementany of the Loan Documents, to the extent applicable.

“Leaseholds” of any Person means all the right, title and interest of such Person as lessee or licensee in, to and under leases or licenses of land, improvements and/or fixtures.

“Lender” and “Lenders” have the meaning provided in the first paragraph of this Agreement and includes the Revolving Lenders, the Term Loan Lenders, the Swing Line Lender, any LC Issuer and any other Person that becomes a party hereto pursuant to an Assignment Agreement, other than any such Person that ceases to be a party hereto pursuant to an Assignment Agreement. Unless the context otherwise requires, the term “Lenders” includes the Swing Line Lender.

“Letter of Credit” means any Standby Letter of Credit issued by any LC Issuer under this Agreement pursuant to Section 2.05 for the account of any LC Obligor.

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

“Limited Condition Transaction” means (i) any acquisition, including by way of merger, by the Borrower or any of its Restricted Subsidiaries, permitted pursuant to this Agreement whose consummation is not conditioned upon the availability of, or on obtaining, third party financing and (ii) the redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness following delivery of an irrevocable notice of such redemption, repurchase, defeasance, satisfaction and discharge or repayment in respect thereof.

“Loan” means any Revolving Loan, Term Loan or Swing Loan.

“Loan Documents” means this Agreement, the Notes, each Guaranty, each Collateral Document, the Fee Letter and each LC Document, and any amendments of and joinders to any Loan Document that are deemed pursuant to their terms to be Loan Documents for purposes hereof.

“Loss” has the meaning provided in Section 11.24.

“Margin Stock” has the meaning provided in Regulation U.

“Master Agreement” has the meaning specified in the definition of “Swap Contract.”

“Material Adverse Effect” means any or all of the following: (i) any material adverse effect on the business, operations, property or financial condition of the Borrower and its Restricted Subsidiaries, taken as a whole; (ii) any material adverse effect on the ability of the Borrower or the Credit Parties, taken as a whole, to perform its or their obligations under any of the Loan Documents; or (iii) any material adverse effect on the validity, effectiveness or enforceability, as against any Credit Party, of any of the Loan Documents to which it is a party; provided, however, that, none of the Disclosed Matters shall be deemed to have had or constitute a Material Adverse Effect for purposes of the representations and warranties set forth in Section 5.05 and Section 5.13 hereof, or would constitute an Event of Default under Section 8.01(j) hereof, except to the extent that there is a change in the status of such Disclosed Matters after the Closing Date which has had a Material Adverse Effect.

“Material Agreements” means those agreements listed on Schedule 2.

“Material Indebtedness” means, as to the Borrower or any of its Restricted Subsidiaries, any particular Indebtedness of the Borrower or such Restricted Subsidiary (including any Guaranty Obligations) in an outstanding amount in excess of the aggregate principal amount of $50,000,000 (or the Dollar Equivalent thereof).

“Material Real Property” means any fee-owned real property of any Credit Party having a fair market value in excess of $10,000,000 as of the date of the acquisition thereof or any subsequent date of any determination thereof.

“Maximum Rate” has the meaning provided in Section 11.23.

“Minimum Borrowing Amount” means (i) with respect to any Base Rate Loan, $1,000,000 (or the Dollar Equivalent thereof in any Designated Foreign Currency), with minimum increments thereafter of $100,000 (or the Dollar Equivalent thereof in any Designated Foreign Currency), (ii) with respect to any Eurodollar Loan or Foreign Currency Loan, $5,000,000 (or the Dollar Equivalent thereof in any Designated Foreign Currency), with minimum increments thereafter of $1,000,000 (or the Dollar Equivalent thereof in any Designated Foreign Currency), and (iii) with respect to Swing Loans, $100,000, with minimum increments thereafter of $50,000.

“MFN Protection” has the meaning provided in Section 2.19(b)(i).

“Moody’s” means Xxxxx’x Investors Service, Inc. and its successors.

“Mortgage” means, collectively, the deeds of trust, trust deeds, security deeds, mortgages, debentures, deeds of immovable hypothec or other equivalent documents, which conveys or evidences a Lien, made by any of the Credit Parties in favor or for the benefit of the Collateral Agent on behalf of the Creditors in form and substance reasonably satisfactory to the Collateral Agent, as the same may be amended, amended and restated, extended, supplemented, substituted or otherwise modified from time to time.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 3(37) of ERISA or 4001(a)(3) of ERISA to which the Borrower or any Restricted Subsidiary of the Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions or has within any of the preceding six plan years made or accrued an obligation to make contributions.

“Multiple Employer Plan” means an employee benefit plan, other than a Multiemployer Plan, to which the Borrower or any Restricted Subsidiary of the Borrower or any ERISA Affiliate, and one or more employers other than the Borrower or a Restricted Subsidiary of the Borrower or an ERISA Affiliate, is making or accruing an obligation to make contributions or, in the event that any such plan has been terminated, to which the Borrower or a Restricted Subsidiary of the Borrower or an ERISA Affiliate made or accrued an obligation to make contributions during any of the six plan years preceding the date of termination of such plan.

“Net Cash Proceeds” means, as applicable, (a) with respect to any Asset Sale or Event of Loss, the gross proceeds received by any Credit Party or any of its Restricted Subsidiaries therefrom (including any cash, Cash Equivalents, deferred payment pursuant to, or by monetization of, a note receivable or otherwise, as and when received) less the sum of (i) in the case of an Asset Sale, all income taxes and other taxes assessed by, or reasonably estimated to be payable to, a Governmental Authority as a result of such transaction (provided that if such estimated taxes exceed the amount of actual taxes required to be paid in cash in respect of such Asset Sale, the amount of such excess shall constitute Net Cash Proceeds), (ii) all reasonable and customary commissions, out-of-pocket legal and other fees and expenses incurred in connection with such transaction or event and (iii) the principal amount of, premium, if any, and interest on any Indebtedness secured by a Lien on the asset (or a portion thereof) disposed of, which Indebtedness is required to be repaid in connection with such transaction or event, and (b) with respect to any issuance of Indebtedness, the gross cash proceeds received by any Credit Party or any of its Restricted Subsidiaries therefrom less (i) all reasonable and customary out-of-pocket legal, underwriting and other fees and expenses incurred in connection therewith and (ii) any reasonable and customary costs, fees, premiums and expenses incurred in connection with the issuance, if any, of such Indebtedness.

“New Lender” has the meaning provided in Amendment No. 3.

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

“Note” means a Revolving Facility Note, Term Loan Note or a Swing Line Note, as applicable.

“Notice of Borrowing” has the meaning provided in Section 2.06(b).

“Notice of Continuation or Conversion” has the meaning provided in Section 2.10(b).

“Notice of Swing Loan Refunding” has the meaning provided in Section 2.04(b).

“Notice Office” means (i) in the case of the Term Loan Administrative Agent, the office of the Term Loan Administrative Agent at 00 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attention: Xxxxxxx Xxxxxxxx (email: xxxxxxx-x.xxxxxxxx@xx.xxx) and (ii) in the case of the Revolver Administrative Agent, the office of the Revolver Administrative Agent at 0000 Xxxxxxxxx Xx Xx, 0xx Xxxxx, Xxxxxxx, Xxxxxxx, 00000, Attention: Xxxxx Xxxx (email: xxxxx.xxxx@xxxxxxxx.xxx), or such other office as the applicable Administrative Agent may designate in writing to the Borrower from time to time.

“Obligations” means (i) all amounts, indemnities and reimbursement obligations, direct or indirect, contingent or absolute, of every type or description, and at any time existing, owing by the Borrower or any

other Credit Party to any Administrative Agent, the Collateral Agent, any Lender, the Swing Line Lender or any LC Issuer pursuant to the terms of this Agreement or any other Loan Document (including, but not limited to, interest and fees that accrue after the commencement by or against any Credit Party of any insolvency proceeding, regardless of whether allowed or allowable in such proceeding or subject to an automatic stay under Section 362(a) of the Bankruptcy Code), (ii) all obligations owing under any Designated Hedge Agreement and (iii) all Bank Product Obligations, together with all renewals extensions, modifications or refinancings of any of the foregoing; provided, however, that with respect to any Guarantor, the Obligations shall not include any Excluded Swap Obligations.

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

“Operating Lease” as applied to any Person means any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is not accounted for as a Capital Lease or financial lease on the balance sheet of that Person.

“Organizational Documents” means, with respect to any Person (other than an individual), such Person’s articles (certificate) of incorporation, or equivalent formation documents, and bylaws (regulations), or equivalent governing documents, and, in the case of any partnership, includes any partnership agreement, and, in the case of any limited liability company, includes any operating agreement, and, in each case, and any amendments to any of the foregoing, but in each case excluding the Colfax Stockholders Agreement.

“Original Due Date” has the meaning provided in Section 11.24.

“Original Term Lender” means any Lender that had Original Term Loan Commitments or any Lender that has purchased an Original Term Loan pursuant to one or more Assignment Agreements in accordance with the terms hereof.

“Original Term Loan Commitments” means, in the case of each Lender that is an Original Term Lender on the Closing Date, the obligation of such Lender to have made a Term Loan to the Borrower pursuant to Section 2.17(a).

“Original Term Loans” has the meaning provided in Section 2.17(a).

“Other Applicable Indebtedness” has the meaning provided in Section 2.13(b)(vi).

“Other Commitment” means any Other Revolving Commitment or Other Term Loan Commitment.

“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 Loan” means any Other Revolving Loan or any Other Term Loan.

“Other Revolving Commitment” means one or more Classes of Revolving Commitments hereunder that result from a Refinancing Amendment.

“Other Revolving Loans” means one or more Classes of Revolving Loans that result from a Refinancing Amendment.

“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 3.05).

“Other Term Loan Commitments” means one or more Classes of Term Loan Commitments hereunder that result from a Refinancing Amendment.

“Other Term Loans” means one or more Classes of Term Loans that result from a Refinancing Amendment.

“Parent Company” means, with respect to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Lender, and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the shares of such Lender.

“Patent” shall have the meaning assigned to such term in the Security Agreement.

“Patent Security Agreement” means any Patent Security Agreement executed by a Credit Party owning registered Patents or applications for Patents in favor of the Collateral Agent for the benefit of the Creditors, both on the Closing Date and thereafter.

“Payment Office” means the office of (i) the Term Loan Administrative Agent at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 and (ii) the Revolver Administrative Agent, at 000 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx, 00000, as applicable, or such other office(s), as the applicable Administrative Agent may designate to the Borrower in writing from time to time.

“PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.

“Permitted Acquisition” means any Acquisition as to which all of the following conditions are satisfied:

(i) such Acquisition involves a line or lines of business that is or are, in the good faith discretion of the Borrower’s management, complementary to the lines of business in which the Borrower and its Restricted Subsidiaries, considered as an entirety, are engaged on the Closing Date;

(ii) no Default or Event of Default shall exist prior to or immediately after giving effect to such Acquisition;

(iii) the Borrower would, after giving effect to such Acquisition, on a Pro Forma Basis, be in compliance with the financial covenant contained in Section 7.07 (solely to the extent the Testing Condition is satisfied on any date of determination) as of the last day of the Testing Period for which financial statements were required to be delivered pursuant to Section 6.01(b);

(iv) at least five Business Days prior to the consummation of any such Acquisition in which the Consideration exceeds $75,000,000, the Borrower shall have delivered to the Administrative Agents a certificate of an Authorized Officer demonstrating, in reasonable detail, the computation of the financial covenants referred to in Section 7.07 (solely to the extent the Testing Condition is satisfied on any date of determination) on a Pro Forma Basis as of the last day of the Testing Period for which financial statements were required to be delivered pursuant to Section 6.01(b);

(v) the Borrower shall have executed and delivered, or caused its Restricted Subsidiaries to execute and deliver, all guarantees, Collateral Documents and other related documents required under Section 6.08; and

(vi) the aggregate amount of Consideration paid in respect of Acquisitions of Persons that do not become Credit Parties or any assets that do not become Collateral, together with the aggregate amount of Permitted Foreign Subsidiary Investments made after the Closing Date in reliance on Section 7.05(g), shall not exceed (A) $100,000,000 plus (B) so long as, immediately after giving effect to such Acquisition and the use of proceeds thereof, the First Lien Net Leverage Ratio on a Pro Forma Basis does not exceed 3.50:1.00, $150,000,000.

“Permitted First Priority Refinancing Debt” means any secured Indebtedness incurred by the Borrower in the form of one or more series of senior secured notes or senior secured loans; provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis with the Obligations and is not secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness, (iii) such Indebtedness may share ratably in any voluntary or mandatory prepayments of the Loans, unless the Borrower and the lenders or investors in respect of such Permitted First Priority Refinancing Debt elect lesser payments, (iv) such Indebtedness is not at any time guaranteed by any Subsidiaries other than the Subsidiary Guarantors, (v) such Indebtedness shall be subject to a customary intercreditor agreement reasonably satisfactory to the Administrative Agents and the Borrower and (vi) the other terms and conditions of such Permitted First Priority Refinancing Debt shall be substantially identical to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the lenders or investors providing such Indebtedness than those applicable to the Loans or Commitments being refinanced or replaced (except for covenants or other provisions applicable only to periods after the Latest Maturity Date of the relevant Loans or Commitments existing at the time of such refinancing or replacement) or such terms shall be current market terms (as reasonably determined by the Borrower) for such type of Indebtedness. Permitted First Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“Permitted Foreign Subsidiary Investments” means Investments by a Credit Party to or in a Foreign Subsidiary made on or after the Closing Date, so long as the aggregate amount of all such Investments by all Credit Parties does not, at any time, exceed (A) $100,000,000 plus (B) so long as immediately after giving effect to such Investment and the use of proceeds thereof the First Lien Net Leverage Ratio on a Pro Forma Basis does not exceed 3.50:1.00, $150,000,000 (less the aggregate amount of Consideration paid in respect of Permitted Acquisitions of Persons that do not become Credit Parties or any assets that do not become Collateral in reliance on clause (vi) of the definition of “Permitted Acquisition”).

“Permitted Junior Lien Refinancing Debt” means secured Indebtedness incurred by the Borrower in the form of one or more series of junior lien secured notes or junior lien secured loans; provided that (i) such Indebtedness is secured by a lien on the Collateral ranking junior to the lien securing the Obligations and is not secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness, (iii) such Indebtedness does not mature or have scheduled amortization or payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (except customary asset sale or change of control provisions), in each case prior to the date that is 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (iv) such Indebtedness is not at any time guaranteed by any Subsidiaries other than the Subsidiary Guarantors, (v) such Indebtedness shall be subject to a customary intercreditor agreement reasonably satisfactory to the Administrative Agents and the Borrower and (vi) the other terms and conditions of such Permitted Junior Lien Refinancing Debt shall be substantially identical to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the lenders or investors providing such Indebtedness than those applicable to the Loans or Commitments being refinanced or replaced (except for covenants or other provisions applicable only to periods after the Latest Maturity Date of the relevant Loans or Commitments existing at the time of such refinancing or replacement) or such terms shall be current market terms (as reasonably determined by the Borrower) for such type of Indebtedness. Permitted Junior Lien Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“Permitted Lien” means any Lien permitted by Section 7.03.

“Permitted Organizational Restructuring” means any reorganizations and other activities (a) related to tax planning and tax reorganization (as determined by the Borrower in good faith) either set forth in the Disclosure Letter or otherwise entered into on or after the date hereof so long as such Permitted Organizational Restructuring does not materially impair the security interests of the Lenders and is otherwise not materially adverse to the Lenders and after giving effect to such Permitted Organizational Restructuring, the Borrower and the Restricted Subsidiaries otherwise comply with Section 6.08 and (b) in connection with the Intercompany Account Settlement.

“Permitted Ratio Debt” has the meaning set forthprovided in Section 7.04(h).

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, replaced, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, (b) Indebtedness resulting from such modification, refinancing, refunding, replacement, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, replaced, renewed or extended, (c) immediately after giving effect thereto, no Event of Default shall have occurred and be continuing, (d) if the Indebtedness being modified, refinanced, refunded, replaced, renewed or extended is subordinated in right of payment or lien priority to the Obligations, Indebtedness resulting from such modification, refinancing, refunding, replacement, renewal or extension is subordinated in right of payment or lien priority, as applicable, to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, replaced, renewed or extended and (e) (i) the terms and conditions (including, if applicable, as to collateral but excluding as to subordination, interest rate (including whether such interest is payable in cash or in kind) and redemption premium) of Indebtedness resulting from such modification, refinancing, refunding, replacement, renewal or extension are not, taken as a whole, materially less favorable to the Credit Parties or the Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded, replaced, renewed or extended, as reasonably determined by the Borrower, or such terms shall be current market terms (as reasonably determined by the Borrower) for such type of Indebtedness and (ii) the primary obligor in respect of, and the Persons (if any) that Guarantee, Indebtedness resulting from such modification, refinancing, refunding, replacement, renewal or extension are the primary obligor in respect of, and Persons (if any) that Guaranteed, respectively, the Indebtedness being modified, refinanced, refunded, replaced, renewed or extended. For the avoidance of doubt, it is understood that a Permitted Refinancing may constitute a portion of an issuance of Indebtedness in excess of the amount of such Permitted Refinancing; provided that such excess amount is otherwise permitted to be incurred under Section 7.04.

“Permitted Unsecured Refinancing Debt” means unsecured Indebtedness incurred by the Borrower in the form of one or more series of senior unsecured notes or loans; provided that (i) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness, (ii) such Indebtedness does not mature or have scheduled amortization or payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (except customary asset sale or change of control provisions), in each case prior to the date that is 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (iii) such Indebtedness is not at any time guaranteed by any Subsidiaries other than Subsidiary Guarantors, (iv) such Indebtedness (including any Guarantee thereof) is not secured by any Lien on any property or assets of the Borrower or any Restricted Subsidiary and (v) the other terms and conditions of such Permitted Unsecured Refinancing Debt shall be substantially identical to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the lenders or investors providing such Indebtedness than those applicable to the Loans or Commitments being refinanced or replaced (except for covenants or other provisions applicable only to periods after the Latest Maturity Date of the relevant Loans or Commitments existing at the time of such refinancing or replacement) or such terms shall be current market terms (as reasonably determined by the Borrower) for such type of Indebtedness. Permitted Unsecured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor

“Person” means any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise or any government or political subdivision or any agency, department or instrumentality thereof.

“Plan” means an “employee benefit plan” as defined in Section 3(3) of ERISA that the Borrower, any Restricted Subsidiary of the Borrower, or any ERISA Affiliate maintains, contributes to or has an obligation to contribute to.

“primary Indebtedness” has the meaning provided in the definition of “Guaranty Obligations.”

“primary obligor” has the meaning provided in the definition of “Guaranty Obligations.”

“Pro Forma Basis” means, for purposes of calculating compliance with any test, financial ratio or financial covenant required by the terms of this Agreement to be made on a Pro Forma Basis, for any period, a basis assuming that any applicable transaction giving rise to such requirement or any Permitted Acquisition that has been consummated, and the following transactions in connection therewith, that have been made during the applicable period of measurement, or subsequent to such period and prior to or simultaneously with the event for which the calculation is made, shall be deemed to have occurred as of the first day of the applicable period of measurement in the calculation of compliance with such test, financial ratio or financial covenant. In connection with the foregoing: (a) income statement items (whether positive or negative) attributable to the property or Person subject to any such Permitted Acquisition shall be included, (b) any Indebtedness which is retired by the Borrower or any of its Restricted Subsidiaries in connection therewith shall be excluded and deemed to have been retired as of the first day of the applicable period, and (c) any Indebtedness incurred or assumed by the Borrower or any of its Restricted Subsidiaries in connection therewith shall be deemed to have been incurred as of the first day of the applicable period, and 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 utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination, and interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period.

“Pro Forma Financial Statements” has the meaning provided in Section 5.07(a).

“Purchase Date” has the meaning provided in Section 2.04(c).

“Purchase” has the meaning provided in the recitals.

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant Guaranty becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder 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.

“Qualified Equity Interests” means Equity Interests of the Borrower other than Disqualified Equity Interests.

“Qualified Plan” means a Plan that is intended to be tax-qualified under Section 401(a) of the Code.

“RCRA” means the Resource Conservation and Recovery Act, as the same may be amended from time to time, 42 U.S.C. § 6901 et seq.

“Real Property” of any Person means all of the right, title and interest of such Person in and to land, improvements and fixtures.

“Real Property Documents” means, collectively, (i) Mortgages covering all Material Real Property owned by the Credit Parties, duly executed by each applicable Credit Party, together with (A) title insurance policies, current as-built ALTA/ACSM Land Title surveys certified to the Collateral Agent, zoning letters, building permits and certificates of occupancy, in each case relating to such Material Real Property and satisfactory in form and substance to the Collateral Agent, (B) (x) Life of Loan” Federal Emergency Management Agency Standard Flood Hazard determinations, (y) notices, in the form required under the Flood Insurance Laws, about special flood hazard area status and flood disaster assistance duly executed by each Credit Party, and (z) if any improved real property encumbered by any Mortgage is located in a special flood hazard area, a policy of flood insurance that is on terms satisfactory to the Collateral Agent and, in each case, in such reasonable total amount sufficient to comply with and to the extent required by the Flood Insurance Laws pursuant to Section 6.03, (C) evidence that counterparts of such Mortgages have been recorded in all places to the extent necessary or desirable, in the judgment of the Collateral Agent, to create a valid and enforceable first priority Lien on such Material Real Property in favor of the Collateral Agent for the benefit of the Creditors (or in favor of such other trustee as may be required or desired under local law), (D) an opinion of counsel (i) in each state in which such Material Real Property is located as to the enforceability and perfection of the Mortgage and other matters customarily included in such opinions and (ii) for the Borrower or applicable Credit Party regarding the due authorization, execution and delivery of the Mortgages , (E) a duly executed Environmental Indemnity with respect thereto, (F) Phase I Environmental Site Assessment Reports, consistent with American Society of Testing and Materials (ASTM) Standard E 1527-05, and applicable state requirements, on all of the owned Material Real Property, dated no more than six (6) months prior to the Closing Date (or date of the applicable Mortgage if provided post-closing), prepared by environmental engineers satisfactory to the Collateral Agent, all in form and substance satisfactory to the Collateral Agent, and such environmental review and audit reports, including Phase II reports, with respect to the Real Property of any Credit Party as the Collateral Agent shall have requested, in each case together with letters executed by the environmental firms preparing such environmental reports, in form and substance satisfactory to the Collateral Agent, authorizing the Collateral Agent and the Lenders to rely on such reports, and the Collateral Agent shall be satisfied with the contents of all such environmental reports and (G) such other reports, documents, instruments and agreements as the Collateral Agent shall request, each in form and substance satisfactory to Collateral Agent.

“Recipient” means, as applicable, (a) any Administrative Agent, (b) any Lender and (c) the LC Issuer. “Register” has the meaning provided in Section 11.06(c).

“Refinanced Debt” has the meaning set forthprovided in the definition of “Credit Agreement Refinancing Indebtedness.”

“Refinanced Term Loans” has the meaning set forth in Section 11.12(g)(ii).

“Refinancing” has the meaning provided in the recitals.

“Refinancing Amendment” means an amendment to this Agreement executed by each of (a) Borrower, (b) each Administrative Agent and (c) each Additional Lender that agrees to provide any portion of the Credit Agreement Refinancing Indebtedness being incurred pursuant thereto, in accordance with Section 2.20.

“Registered Equivalent Notes” means, with respect to any notes originally issued in a Rule 144A, Regulation S or other private placement transaction under the Securities Act of 1933, substantially identical notes (having the same Guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.

“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing reserve requirements.

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Release” or “Released” means any release, spill, emission, discharge, dispersal, deposit, disposal, leaking, pumping, pouring, dumping, escaping, emptying, injection, migration or leaching into or through the environment, or within, from or into any building, structure or facility.

“Replacement Term Loans” has the meaning provided in Section 11.12(g)(ii).

“Reportable Event” means an event described in Section 4043 of ERISA or the regulations thereunder with respect to a Plan, other than those events as to which the notice requirement is waived under PBGC Regulation Section 4043 or other applicable PBGC guidance.

“Repricing Event” has the meaning set forthprovided in Section 2.13(c)(ii).

“Required Lenders” means, Lenders holding more than 50% of the sum of the aggregate outstanding (i) Term Loans and (ii) Total Revolving Commitments (or at any time on or after the date on which the Revolving Commitments have been terminated, the sum of (A) the Aggregate Revolving Facility Exposure and (B) the outstanding principal amount of Swing Loans); provided that, as set forth in Section 2.18, any Term Loan and the Revolving Commitment of, and the portion of the sum of the Aggregate Credit Facility Exposure and the Unused Total Revolving Commitment held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders; provided, further, that each Revolving Lender will be deemed to hold LC Outstandings and Swing Loans in accordance with its Revolving Facility Percentage.

“Required Revolving Lenders” means, (i) at any time prior to the date on which the Revolving Commitments have been terminated, two or more unaffiliated Lenders whose Credit Facility Exposure and Unused Revolving Commitments constitute more than 50% of the sum of the Aggregate Credit Facility Exposure and the Unused Total Revolving Commitment, and (ii) at any time on or after the date on which the Revolving Commitments have been terminated, two or more unaffiliated Lenders that hold more than 50% of the sum of (A) the Aggregate Revolving Facility Exposure and (B) the outstanding principal amount of Swing Loans; provided that, as set forth in Section 2.18, the Revolving Commitment of, and the portion of the sum of the Aggregate Credit Facility Exposure and the Unused Total Revolving Commitment held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders; provided, further, that each Revolving Lender will be deemed to hold LC Outstandings and Swing Loans in accordance with its Revolving Facility Percentage.

“Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, chief administrative officer, secretary or assistant secretary, treasurer or assistant treasurer or other similar officer of a Credit Party. Any document delivered hereunder that is signed by a Responsible Officer of a Credit Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Credit Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Credit Party.

“Restricted Payment” means (i) any Capital Distribution; or (ii) any amount paid by the Borrower or any of its Restricted Subsidiaries in repayment, redemption, retirement, repurchase, direct or indirect, of any Junior Debt prior to its stated maturity; provided, however, that payments in respect, or on account, of Capped Call Transactions, Convertible Bond Hedge Transactions, Warrant Transactions or otherwise in connection with the settlement of Convertible Bond Indebtedness shall in no event be deemed a “Restricted Payment”.

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

“Retained Declined Proceeds” has the meaning provided in Section 2.13(d).

“Revolver Administrative Agent” has the meaning provided in the first paragraph of this Agreement and includes any successor to the Revolver Administrative Agent appointed pursuant to Section 9.11.

“Revolving Borrowing” means the incurrence of Revolving Loans consisting of one Type of Revolving Loan by the Borrower from all of the Revolving Lenders having Revolving Commitments in respect thereof on a pro rata basis on a given date in the same currency, having in the case of any Fixed Rate Loans the same Interest Period.

“Revolving Commitment” means, with respect to each Revolving Lender, the obligation of such Lender to make Revolving Loans and to participate in Letters of Credit in the amount set forth opposite such Lender’s name in Schedule 1(a) as its “Revolving Commitment” or in the case of any Lender that becomes a party hereto pursuant to an Assignment Agreement, the amount set forth in such Assignment Agreement, as such commitment may be reduced from time to time pursuant to Section 2.12(c) or increased from time to time pursuant to Section 2.19 or adjusted from time to time pursuant to Section 2.20 or as a result of assignments to or from such Lender pursuant to Section 11.06. The initial aggregate amount of the Revolving Commitments as of the Closing Date is $150,000,000.

“Revolving Facility Availability Period” means the period from the Closing Date until the Revolving Facility Termination Date.

“Revolving Facility Exposure” means, for any Revolving Lender at any time, the Dollar Equivalent of the sum of (i) the principal amount of Revolving Loans made by such Lender and outstanding at such time, (ii) such Lender’s share of the LC Outstandings at such time and (iii) for purposes of Sections 2.01, 2.02, 2.05(a) and 2.13(b)(iv), 2.16(a)(iii)(A), 2.18(b)(iv) and 11.06(b)-(c), the Swing Line Exposure of such Lender.

“Revolving Facility Extension Date” has the meaning provided in Section 2.16(a)(ii).

“Revolving Facility Extension Request Date” has the meaning provided in Section 2.16(a)(i).

“Revolving Facility Note” means a promissory note substantially in the form of Exhibit A-1.

“Revolving Facility Percentage” means, at any time for any Revolving Lender, the percentage obtained by dividing such Lender’s Revolving Commitment by the Total Revolving Commitment, provided, however, that if the Total Revolving Commitment has been terminated, the Revolving Facility Percentage for each Lender shall be determined by dividing such Lender’s Revolving Commitment immediately prior to such termination by the Total Revolving Commitment immediately prior to such termination. The Revolving Facility Percentage of each Lender as of the Closing Date is set forth on Schedule 1(a).

“Revolving Facility Termination Date” means the earlier of (i) December 11, 2022, or (ii) the date that the Revolving Commitments have been terminated pursuant to Section 8.02.

“Revolving Lender” means each Lender with a Revolving Commitment or, to the extent the Revolving Commitments have been terminated, a Revolving Loan or other Revolving Facility Exposure.

“Revolving Loan” means, with respect to each Revolving Lender, any loan made by such Lender pursuant to Section 2.02.

“Sale and Lease-Back Transaction” means any arrangement with any Person providing for the leasing by the Borrower or any Restricted Subsidiary of the Borrower of any property (except for temporary leases for a term, including any renewal thereof, of not more than one year and except for leases between the Borrower and a Restricted Subsidiary or between Restricted Subsidiaries), which property has been or is to be sold or transferred by the Borrower or such Restricted Subsidiary to such Person.

“Sanctioned Country” means, at any time, a country or territory that is, or whose government is, the subject or target of any Sanctions.

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union or any EU member state, (b) any Person located, organized or resident in a Sanctioned Country or (c) any Person controlled by any such Person or Persons described in the foregoing clauses (a) or (b).

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union, any European Union member state, or Her Majesty’s Treasury of the United Kingdom.

“S&P” means S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC, and any successor thereto.

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

“Secured Net Leverage Ratio” means, as of any date, the ratio of (i) Consolidated Secured Debt as of such date to (ii) Consolidated EBITDA for the most recently ended Testing Period for which financial statements are required to have been delivered.

“Security Agreement” means the Security Agreement, dated as of the date hereof and substantially in the form of Exhibit F, made by the Credit Parties in favor of the Collateral Agent for the benefit of the Creditors.

“Similar Business” means any business, the majority of whose revenues are derived from (i) business or activities conducted by the Borrower and its Restricted Subsidiaries on the Closing Date, (ii) any business that is a natural outgrowth or reasonable extension, development or expansion of any such business or any business similar, reasonably related, incidental, complementary or ancillary to any of the foregoing or (iii) any business that in the Borrower’s good faith business judgment constitutes a reasonable diversification of businesses conducted by the Borrower and its Restricted Subsidiaries.

“Solvent” means that (i) the sum of the debt (including contingent liabilities) of the Borrower and its Subsidiaries, taken as a whole, does not exceed the fair value of the present assets of the Borrower and its Subsidiaries, taken as a whole; (ii) the present fair saleable value of the assets of the Borrower and its Subsidiaries, taken as a whole, is not less than the amount that will be required to pay the probable liabilities (including contingent liabilities) of the Borrower and its Subsidiaries, taken as a whole, on their debts as they become absolute and matured; (iii) the capital of the Borrower and its Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of the Borrower or its Subsidiaries, taken as a whole, contemplated as of the date hereof; and (iv) the Borrower and its Subsidiaries, taken as a whole, are able to pay their debts (including current obligations and contingent liabilities) as such debts mature and do not intend to incur, or believe that they will incur, debts (including current obligations and contingent liabilities) beyond their ability to pay such debt as they mature in the ordinary course of business.

“Special Subsidiary” means any of (i) CIRCOR German Holdings, L.L.C. and (ii) any Subsidiary of the Borrower substantially all of the assets of which are equity interests in one or more Foreign Subsidiaries of the Borrower.

“Specified Acquisition Agreement Representations” means such of the representations and warranties made by (or relating to) the Acquired Business in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or its applicable Affiliate) has the right (determined without regard to any notice requirement but taking into account any applicable cure provision) to terminate its (or its Affiliate’s) obligations (or to refuse to consummate the Acquisition) under the Acquisition Agreement as a result of a breach of such representations.

“Specified Representations” means the representations and warranties with respect to the Borrower set forth in Sections 5.01, 5.02, 5.03(iii), 5.06(b), 5.08, 5.16, 5.20(b)(ii) (solely with respect to the use of proceeds), and 5.22(a) (subject to the proviso set forth in Section 4.01(xii)), (b) and (c) of this Agreement only and Section 4.3 of the Security Agreement.

“Standard Permitted Lien” means any of the following: (i) Liens for taxes not yet delinquent or Liens for taxes, assessments or governmental charges being contested in good faith and by appropriate proceedings for which adequate reserves in accordance with GAAP have been established; (ii) Liens in respect of property or assets imposed by law that were incurred in the ordinary course of business, such as carriers’, suppliers’, warehousemen’s, materialmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business, that do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Borrower or any of its Restricted Subsidiaries and do not secure any Indebtedness; (iii) Liens created by this Agreement or the other Loan Documents; (iv) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 8.01(g); (v) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business in connection with workers compensation, unemployment insurance and other types of social security, and mechanic’s Liens, carrier’s Liens, and other Liens to secure the performance of tenders, statutory obligations, contract bids, government contracts, surety, appeal, customs, performance and return-of-money bonds and other similar obligations, incurred in the ordinary course of business (exclusive of obligations in respect of the payment for borrowed money), whether pursuant to statutory requirements, common law or consensual arrangements; (vi) easements, rights-of-way, zoning or other restrictions, charges, encumbrances, defects in title, prior rights of other persons, and obligations contained in similar instruments, in each case that do not secure Indebtedness and do not involve, either individually or in the aggregate, (A) a substantial disruption of the business activities of the Borrower and its Restricted Subsidiaries considered as an entirety, or (B) a Material Adverse Effect; (vii) Liens arising from the rights of lessors under leases (including financial statements regarding property subject to lease) not in violation of the requirements of this Agreement, provided that such Liens are only in respect of the property subject to, and secure only, the respective lease (and any other lease with the same or an affiliated lessor); and (viii) rights of consignors of goods, whether or not perfected by the filing of a financing statement under the UCC.

“Standby Letter of Credit” means any standby letter of credit issued for the purpose of supporting workers compensation, liability insurance, releases of contract retention obligations, contract performance guarantee requirements and other bonding obligations or for other lawful purposes.

“Stated Amount” of each Letter of Credit means the maximum amount available to be drawn thereunder (regardless of whether any conditions or other requirements for drawing could then be met).

“Subordinated Indebtedness” means any Indebtedness that has been subordinated in right of payment to the prior payment in full of all of the Obligations pursuant to a written agreement or written terms reasonably acceptable to the Administrative Agents and the Required Lenders.

“Subordinated Obligations” has the meaning provided in Section 10.02.

“Subsidiary” of any Person means (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary Voting Power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have Voting Power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries, and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person directly or indirectly through Subsidiaries, owns more than 50% of the Equity Interests of such Person at the time or in which such Person, one or more other Subsidiaries of such Person or such Person and one or more Subsidiaries of such Person, directly or indirectly, has the power to direct the policies, management and affairs thereof. Unless otherwise expressly provided, all references herein to “Subsidiary” means a Subsidiary of the Borrower.

“Subsidiary Guarantor” has the meaning provided in the first paragraph of this Agreement.

“Subsidiary Redesignation” shall have the meaning assigned to such term in the definition of “Unrestricted Subsidiary” contained in this Section 1.01.

“SunTrust” means SunTrust Bank.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity 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; provided, however, that none of the foregoing transactions described in clauses (a) or (b), to the extent entered into in connection with Convertible Bond Indebtedness, Capped Call Transactions, Convertible Bond Hedge Transactions and Warrant Transactions, shall constitute Swap Contracts.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Swing Line Commitment” means $10,000,000.

“Swing Line Exposure” means, with respect to each Revolving Lender, the principal amount of the Swing Loans in which such Lender is legally obligated either to make a Revolving Loan or to purchase a participation in accordance with Section 2.04(c), which shall equal such Revolving Lender’s Revolving Facility Percentage of all outstanding Swing Loans.

“Swing Line Facility” means the credit facility established under Section 2.04 pursuant to the Swing Line Commitment of the Swing Line Lender.

“Swing Line Lender” means SunTrustTruist.

“Swing Line Note” means a promissory note substantially in the form of Exhibit A-3.

“Swing Loan” means any loan made by the Swing Line Lender under the Swing Line Facility pursuant to Section 2.04.

“Swing Loan Maturity Date” means, with respect to any Swing Loan, the earlier of (i) the last day of the period for such Swing Loan as established by the Swing Line Lender and agreed to by the Borrower, which shall be less than 15 days, and (ii) the Revolving Facility Termination Date.

“Swing Loan Participation” has the meaning provided in Section 2.04(c).

“Swing Loan Participation Amount” has the meaning provided in Section 2.04(c).

“Synthetic Lease” means any lease (i) that is accounted for by the lessee as an Operating Lease, and (ii) under which the lessee is intended to be the “owner” of the leased property for federal income tax purposes.

“Tangible Assets” means, with respect to any Restricted Subsidiary of the Borrower as of any date, (i) the total assets of such Restricted Subsidiary that would be shown on the balance sheet of such Restricted Subsidiary as of such date prepared in accordance with GAAP minus (ii) the net amount of all assets of such Restricted Subsidiary that would be classified as Intangible Assets as of such date.

“Target” has the meaning provided in the recitals.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees, or charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Loan” means the Original Term Loans, Initial Term Loans, the Incremental Term Loans of each series, the Other Term Loans of each series and the Extended Term Loans of each series, collectively.

“Term Loan Administrative Agent” has the meaning provided in the first paragraph of this Agreement and includes any successor to the Term Loan Administrative Agent appointed pursuant to Section 9.11.

“Term Loan Borrowing” means the incurrence of Term Loans consisting of one Class and Type by the Borrower from all of the Term Loan Lenders having Term Loan Commitments in respect thereof on a pro rata basis on a given date in the same currency, having in the case of any Eurodollar Loan, the same Interest Period.

“Term Loan Commitment” means, (x) with respect to each Original Term Lender, its Original Term Loan Commitment, (y) with respect to each Initial Term Loan Lender, its Initial Term Loan Commitment and, (z) with respect to any other Term Loan Lenders, its obligation with respect to any other series of Term Loans to make a Term Loan of such series.

“Term Loan Extension” has the meaning set forthprovided in Section 2.16(b)(i).

“Term Loan Extension Amendment” means an amendment to this Agreement among the Credit Parties, the applicable extending Term Loan Lenders and the Term Loan Administrative Agent implementing a Term Loan Extension in accordance with Section 2.16(b).

“Term Loan Extension Offer” has the meaning set forthprovided in Section 2.16(b)(i).

“Term Loan Facility Percentage” means, for any Term Loan Lender at any time, the percentage obtained by dividing the Term Loans made by such Lender and outstanding at such time by the sum of the aggregate Term Loans of all Term Loan Lenders outstanding at such time.

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

“Term Loan Maturity Date” means the earlier of (i) December 11, 2024, or (ii) the date on which the principal amount of all outstanding Term Loans have been declared or automatically have become due and payable (whether by acceleration or otherwise).

“Term Loan Note” means a promissory note substantially in the form of Exhibit A-2.

“Testing Condition” shall be satisfied at any time that (i) the Aggregate Revolving Facility Exposure at such time (excluding all undrawn Letters of Credit or Letters of Credit that have been Cash Collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Revolver Administration Agent) exceeds (ii) an amount equal to 25% of the aggregate amount of the Revolving Commitments at such time.

“Testing Period” means a single period consisting of the four consecutive fiscal quarters of the Borrower then last ended (whether or not such quarters are all within the same fiscal year), except that if a particular

provision of this Agreement indicates that a Testing Period shall be of a different specified duration, such Testing Period shall consist of the particular fiscal quarter or quarters then last ended that are so indicated in such provision.

“Title IV Plan” means an “employee pension benefit plan,” as defined in Section 3(2) of ERISA (other than a Multiemployer Plan), that is covered by Title IV of ERISA or subject to Section 412 of the Code, and that the Borrower, any Restricted Subsidiary of the Borrower or any ERISA Affiliate maintains, contributes to or has an obligation to contribute to on behalf of participants who are or were employed by any of them. A Title IV Plan also includes any employee pension benefit plan that if it were terminated at any time, would result in the Borrower or ERISA Affiliate being deemed to be a “contributing sponsor” (as defined in Section 4001(a)(13) of ERISA) of the terminated plan pursuant to ERISA Section 4069.

“Total Net Leverage Ratio” means, as of any date, the ratio of (i) Consolidated Total Debt as of such date to (ii) Consolidated EBITDA for the most recently ended Testing Period for which financial statements are required to have been delivered.

“Total Revolving Commitment” means the sum of the Revolving Commitments of the Revolving Lenders as the same may be decreased pursuant to Section 2.12(c) or increased pursuant to Section 2.19. As of the Closing Date, the amount of the Total Revolving Commitment is $150,000,000.

“Total Consolidated Assets” means, as of any date, the total assets appearing on the most recently prepared consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the end of the most recent fiscal quarter of the Borrower and its Restricted Subsidiaries for which such balance sheet has been provided in accordance with Section 4.01(xvii) or Section 6.01(a) or (b) (as applicable), prepared in accordance with GAAP.

“Total Tangible Assets” means, as of any date, (i) the Total Consolidated Assets as of such date minus (ii) the net amount of all assets of the Borrower and its Restricted Subsidiaries that would be classified as Intangible Assets as of such date.

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

“Trademark Security Agreement” means any Trademark Security Agreement executed by a Credit Party owning registered Trademarks or applications for Trademarks in favor of the Collateral Agent for the benefit of the Creditors, both on the Closing Date and thereafter.

“Trading with the Enemy Act” means the Trading with the Enemy Act of the United States of America (50 U.S.C. App. §§ 1 et seq.), as amended and in effect from time to time.

“Transactions” means, collectively, the transactions contemplated by this Agreement, the Purchase, the Refinancing and the consummation of any other transactions in connection with the foregoing (including in connection with the Acquisition Agreement, the Intercompany Account Settlement and the payment of the fees and expenses incurred in connection with any of the foregoing (including the Transaction Costs)).

“Transaction Costs” means any fees, costs, or expenses incurred or paid by the Borrower or any of its Affiliates in connection with the Transactions, this Agreement, and the other Loan Documents, and the transactions contemplated hereby and thereby.

“Transformative Acquisition” means any Acquisition or Investment by the Borrower or any Restricted Subsidiary that either (a) is not permitted by the terms of this Agreement immediately prior to the consummation of such Acquisition or Investment or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such Acquisition or Investment, would not provide the Borrower and its Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith.

“Truist” means Truist Bank (as successor by merger to SunTrust Bank).

“Type” means any type of Loan determined with respect to the interest option and currency denomination applicable thereto, which in each case shall be a Base Rate Loan, a Eurodollar Loan or a Foreign Currency Loan.

“UCC” means the Uniform Commercial Code as in effect from time to time in any applicable state or jurisdiction unless otherwise specified.

“UK Bail-In Legislation” means (to the extent that the United Kingdom is not an EEA Member Country which has implemented, or implements, Article 55 BRRD) Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

“United States” and “U.S.” each means 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 Code.

“Unreimbursed Drawing” means, with respect to any Letter of Credit, the aggregate Dollar or Dollar Equivalent amount, as applicable, of the draws made on such Letter of Credit that have not been reimbursed by the Borrower or the applicable LC Obligor or converted to a Revolving Loan pursuant to Section 2.05(f)(i), and, in each case, all interest that accrues thereon pursuant to this Agreement.

“Unrestricted Subsidiary” means (1) any Subsidiary of the Borrower identified as an Unrestricted Subsidiary on Schedule 5.01, (2) any other Subsidiary of the Borrower, whether now owned or acquired or created after the Closing Date, that is designated by the Borrower as an Unrestricted Subsidiary hereunder by written notice to the Administrative Agents; provided, that the Borrower shall only be permitted to so designate a new Unrestricted Subsidiary after the Closing Date so long as (a) no Default or Event of Default has occurred and is continuing or would result therefrom, (b) immediately after giving effect to such designation, the Total Net Leverage Ratio shall not exceed 4.90 to 1.00, (c) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Borrower or any of its Restricted Subsidiaries) through Investments as permitted by, and in compliance with, Section 7.05, and any prior or concurrent Investments in such Subsidiary by the Borrower or any of its Restricted Subsidiaries shall be deemed to have been made under Section 7.05, (d) without duplication of clause (c), any net assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof shall be treated as Investments pursuant to Section 7.05, (e) such Subsidiary shall have been or will promptly be designated an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Credit Agreement Refinancing Indebtedness or Junior Debt, (f) immediately after giving effect to such designation, that portion of Consolidated EBITDA attributable to all Unrestricted Subsidiaries for the period of four consecutive fiscal quarters most recently ended prior to such day does not exceed 10% of Consolidated EBITDA for the Borrower and its Subsidiaries for such period and (g) the Borrower shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (a) through (f) and (3) any Subsidiary of an Unrestricted Subsidiary. The Borrower may designate or redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided, that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) immediately after giving effect to such designation, the Total Net Leverage Ratio shall not exceed 4.90 to 1.00 and (iii) the Borrower shall have delivered to the Administrative Agents an officer’s certificate executed by a Responsible Officer of the Borrower, certifying to the best of such officer’s knowledge, compliance with the requirement of preceding clauses (i) and (ii); provided, further, that no Unrestricted Subsidiary that has been designated as a Restricted Subsidiary pursuant to a Subsidiary Redesignation may again be designated as an Unrestricted Subsidiary.

Notwithstanding anything in this Agreement to the contrary, nothing shall restrict or prohibit (a) the formation and designation of a Future Escrow Subsidiary as an Unrestricted Subsidiary and (b) the holding of any Future Escrow Funds in any Future Escrow Account and the granting or existence of any Liens on any Future

Escrow Account, the Future Escrow Funds or any documentation relating, in each case, in favor of any escrow agent (or its designee).

“Unused Commitment” means, at any time, the excess of (i) the Total Revolving Commitment at such time over (ii) the Aggregate Credit Facility Exposure at such time.

“Unused Fees” has the meaning provided in Section 2.11(a).

“Unused Revolving Commitment” means, for any Lender at any time, the excess of (i) such Lender’s Revolving Commitment at such time over (ii) such Lender’s Revolving Facility Exposure at such time.

“Unused Total Revolving Commitment” means, at any time, the excess of (i) the Total Revolving Commitment at such time over (ii) the Aggregate Revolving Facility Exposure at such time.

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act) Act of 2001.

“Voting Power” means, with respect to any Person, the exclusive ability to control, through the ownership of shares of capital stock, partnership interests, membership interests or otherwise, the election of members of the board of directors or other similar governing body of such Person, and the holding of a designated percentage of Voting Power of a Person means the ownership of shares of capital stock, partnership interests, membership interests or other interests of such Person sufficient to control exclusively the election of that percentage of the members of the board of directors or similar governing body of such Person.

“Warrant Transactions” means one or more call options referencing the Borrower’s common stock written by the Borrower substantially contemporaneously with the purchase by the Borrower of Convertible Bond Hedge Transactions and having an initial strike or exercise price (howsoever defined) greater than the strike or exercise price (howsoever defined) of such Convertible Bond Hedge Transactions.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (i) the sum of the products obtained by multiplying (x) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (y) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (ii) the then outstanding principal amount of such Indebtedness.

“Withdrawal Liability” means any liability as a result of a complete or partial withdrawal from a Multiemployer Plan as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Withholding Agent” means the Borrower, any other Credit Party or any Administrative Agent, as applicable.

“Working Capital” means, for the Borrower and its Restricted Subsidiaries on a consolidated basis and calculated in accordance with GAAP, as of any date of determination, the excess of (a) current assets (other than cash and Cash Equivalents and taxes and deferred taxes) over (b) current liabilities, excluding, without duplication, (i) the current portion of any long-term Indebtedness, (ii) outstanding Revolving Loans and Swing Loans, (iii) the current portion of current taxes and deferred income taxes and (iv) the current portion of accrued Consolidated Interest Expense.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.; and (b) in relation to any UK Bail-In Legislation, (i) any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other

financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and (ii) any similar or analogous powers under that UK Bail-In Legislation.

Section 1.02 Computation of Time Periods. In this Agreement 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 means “to but excluding” and the word “through” means “through and including.”

Section 1.03 Accounting Terms. Except as otherwise specifically provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time. Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under FASB ASC Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Credit Party or any Restricted Subsidiary of any Credit Party at “fair value,” as defined therein and (ii) for purposes of calculating the covenants contained in Section 7.07, any obligations of a Person under a lease (whether existing on the Closing Date or entered into thereafter) that is not (or would not be) required to be classified or accounted for as a Capitalized Lease Obligation on a balance sheet of such Person prepared in accordance with GAAP as in effect on the Closing Date shall not be treated as a Capitalized Lease Obligation pursuant to the Loan Documents solely as a result of changes in the application of, or the adoption of changes in, GAAP after the Closing Date.

If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and the Borrower shall so request, the Administrative Agents, 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 Agents 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.

Section 1.04 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof’ and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections, Schedules and Exhibits shall be construed to refer to Sections of, and Schedules and Exhibits to, this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and interests in any of the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.

Section 1.05 Currency Equivalents. Except as otherwise specified herein, all references herein or in any other Loan Document to a dollar amount shall mean such amount in U.S. Dollars or, if the context so requires, the Dollar Equivalent of such amount in any Designated Foreign Currency. The Dollar Equivalent of any amount

shall be determined in accordance with the definition of “Dollar Equivalent”; provided, however, that notwithstanding the foregoing or anything elsewhere in this Agreement to the contrary, in calculating the Dollar Equivalent of any amount for purposes of determining (i) the Borrower’s obligation to prepay Loans or cash collateralize Letters of Credit pursuant to Section 2.13(b), or (ii) the Borrower’s ability to request additional Loans or Letters of Credit pursuant to the Commitments, the applicable Administrative Agent may, in the case of either of the foregoing, in its discretion, calculate the Dollar Equivalent of such amount on any Business Day selected by the applicable Administrative Agent.

Section 1.06 Classifications of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g. “Revolving Loan” or “Initial Term Loan”) or by Type (e.g. “Eurodollar Loan” or “Base Rate Loan”) or by Class and Type (e.g. “Revolving Eurodollar Loan”). Borrowings also may be classified and referred to by Class (e.g. “Revolving Borrowing”) or by Type (e.g. “Eurodollar Borrowing”) or by Class and Type (e.g. “Revolving Eurodollar Borrowing”).

Section 1.07 Limited Condition Transactions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio, calculating availability under baskets or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires (x) that no Default or Event of Default has occurred, is continuing or would result therefrom or (y) the accuracy of representations and warranties) in connection with the consummation of a Limited Condition Transaction, the date of determination of such ratio, the determination of the accuracy of such representations and warranties, the calculation of the availability of such baskets, the determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom, or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), be deemed to be the date the binding definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCT Test Date, the Borrower or applicable Restricted Subsidiary could have taken such action on the relevant LCT Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios or baskets are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA) at or prior to the consummation of the relevant Limited Condition Transaction, such ratios or baskets and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related transactions. If the Borrower has made an LCT Election for any Limited Condition Transaction on or following the relevant LCT Test Date and prior to the consummation of such Limited Condition Transaction (or termination of the binding definitive agreement with respect thereto), then (x) such Indebtedness (and any associated Lien) shall be deemed incurred at the time of such LCT Election and outstanding thereafter for the purposes of pro forma compliance with any applicable ratios and (y) for purposes of any calculation with respect to the incurrence of any other Indebtedness or Liens, or the making of any other Acquisition, Investment, Restricted Payment or other transaction, in each case that is subject to compliance with a ratio, test or basket availability, any such ratio (excluding, for the avoidance of doubt, the ratio contained in Section 7.07), test or basket availability shall also be required to be calculated without giving effect to such Limited Condition Transaction.

Section 1.08 Administrative Agents. Each Lender, Agent, LC Issuer, Swing Line Lender and any other party hereto agrees that (i) the Term Loan Administrative Agent shall be the administrative agent with respect to the Term Loans and the Term Loan Lenders and shall exercise such duties, rights and responsibilities set forth herein applicable to the Term Loans and the Term Loan Lenders and (ii) the Revolver Administrative Agent shall be the administrative agent with respect to the Revolving Loans, the Revolving Commitments, the Revolving Lenders, Swing Loans, Swing Line Lenders, Letters of Credit, LC Disbursements and LC Issuers and shall exercise such duties, rights and responsibilities set forth herein applicable to the Revolving Loans, the Revolving Commitments, the Revolving Lenders, the Swing Loans, the Swing Line Lenders, the Letters of Credit, the LC Disbursements and

the LC Issuers. References to “applicable” Administrative Agent shall mean, when referring to a Term Loan or Term Loan Lender, the Term Loan Administrative Agent and when referring to the Revolving Loans, the Revolving Commitments, the Revolving Lenders, Swing Loans, Swing Line Lenders, Letters of Credit, LC Disbursements and LC Issuers, the Revolver Administrative Agent.

Section 1.01 Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new person shall be deemed to have been organized on the first date of its existence by the holders of the Equity Interests at such time.

ARTICLE II.
THE TERMS OF THE CREDIT FACILITY

Section 2.01 Establishment of the Credit Facility. On the Closing Date, and subject to and upon the terms and conditions set forth in this Agreement and the other Loan Documents, each Administrative Agent, the Lenders, the Swing Line Lender and each LC Issuer agree to establish the Credit Facility for the benefit of the Borrower; provided, however, that at no time will (i) the Aggregate Credit Facility Exposure exceed the Total Revolving Commitment, or (ii) the Revolving Facility Exposure of any Lender exceed the aggregate amount of such Lender’s Revolving Commitment.

Section 2.02 Revolving Facility. During the Revolving Facility Availability Period, each Revolving Lender severally agrees, on the terms and conditions set forth in this Agreement, to make a Revolving Loan or Revolving Loans to the Borrower from time to time pursuant to such Lender’s Revolving Commitment, which Revolving Loans (i) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Revolving Loans that are Base Rate Loans, Eurodollar Loans or Foreign Currency Loans, in each case denominated in Dollars or a Designated Foreign Currency, provided that all Revolving Loans made as part of the same Revolving Borrowing shall consist of Revolving Loans of the same Type; (ii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; and (iii) shall not be made if, after giving effect to any such Revolving Loan, (A) the Revolving Facility Exposure of any Lender would exceed such Lender’s Revolving Commitment, (B) the sum of (1) the Aggregate Revolving Facility Exposure and (2) the outstanding principal amount of Swing Loans, would exceed the Total Revolving Commitment, or (C) the Borrower would be required to prepay Loans or cash collateralize Letters of Credit pursuant to Section 2.13(b).

Section 2.03 [Reserved].

Section 2.04 Swing Line Facility.

(a) Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on the terms and conditions set forth in this Agreement, to make a Swing Loan or Swing Loans to the Borrower from time to time, which Swing Loans (i) shall be payable on the Swing Loan Maturity Date applicable to each such Swing Loan; (ii) shall be made only in U.S. Dollars; (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate principal amount of Swing Loans outstanding does not exceed the Swing Line Commitment, (B) the sum of (1) the Revolving Facility Exposure of any Lender and (2) the Swing Line Exposure of such Lender, does not exceed such Lender’s Revolving Commitment and (C) the sum of (1) the Aggregate Revolving Facility Exposure and (2) the outstanding principal amount of Swing Loans, would exceed the Total Revolving Commitment; (v) shall not be made if, after giving effect thereto, the Borrower would be required to prepay Loans or cash collateralize Letters of Credit pursuant to Section 2.13(b); and (vi) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan.

(b) Swing Loan Refunding. The Swing Line Lender may at any time, in its sole and absolute discretion, direct that the Swing Loans owing to it be refunded by delivering a notice to such effect to the Revolver

Administrative Agent, specifying the aggregate principal amount thereof (a “Notice of Swing Loan Refunding”). Promptly upon receipt of a Notice of Swing Loan Refunding, the Revolver Administrative Agent shall give notice of the contents thereof to the Revolving Lenders with Revolving Commitments and, unless an Event of Default specified in Section 8.01(h) in respect of the Borrower has occurred, the Borrower. Each such Notice of Swing Loan Refunding shall be deemed to constitute delivery by the Borrower of a Notice of Borrowing requesting Revolving Loans consisting of Base Rate Loans in the amount of the Swing Loans to which it relates. Each Revolving Lender with a Revolving Commitment (including the Swing Line Lender) hereby unconditionally agrees (notwithstanding that any of the conditions specified in Section 4.02 or elsewhere in this Agreement shall not have been satisfied, but subject to the provisions of paragraph (d) below) to make a Revolving Loan to the Borrower in the amount of such Lender’s Revolving Facility Percentage of the aggregate amount of the Swing Loans to which such Notice of Swing Loan Refunding relates. Each such Lender shall make the amount of such Revolving Loan available to the Revolver Administrative Agent in immediately available funds at its Payment Office not later than 1:00 P.M. (local time at its Payment Office), if such notice is received by such Lender prior to 11:00 A.M. (local time at its Domestic Lending Office), or not later than 1:00 P.M. (local time at its Payment Office) on the next Business Day, if such notice is received by such Lender after such time. The proceeds of such Revolving Loans shall be made immediately available to the Swing Line Lender and applied by it to repay the principal amount of the Swing Loans to which such Notice of Swing Loan Refunding relates.

(c) Swing Loan Participation. If prior to the time a Revolving Loan would otherwise have been made as provided above as a consequence of a Notice of Swing Loan Refunding, any of the events specified in Section 8.01(h) shall have occurred in respect of the Borrower or one or more of the Revolving Lenders with Revolving Commitments shall determine that it is legally prohibited from making a Revolving Loan under such circumstances, each Lender (other than the Swing Line Lender), or each Lender (other than such Swing Line Lender) so prohibited, as the case may be, shall, on the date such Revolving Loan would have been made by it (the “Purchase Date”), purchase an undivided participating interest (a “Swing Loan Participation”) in the outstanding Swing Loans to which such Notice of Swing Loan Refunding relates, in an amount (the “Swing Loan Participation Amount”) equal to such Lender’s Revolving Facility Percentage of such outstanding Swing Loans. On the Purchase Date, each such Lender or each such Lender so prohibited, as the case may be, shall pay to the Swing Line Lender, in immediately available funds, such Lender’s Swing Loan Participation Amount, and promptly upon receipt thereof the Swing Line Lender shall, if requested by such other Lender, deliver to such Lender a participation certificate, dated the date of the Swing Line Lender’s receipt of the funds from, and evidencing such Lender’s Swing Loan Participation in, such Swing Loans and its Swing Loan Participation Amount in respect thereof. If any amount required to be paid by a Lender to the Swing Line Lender pursuant to the above provisions in respect of any Swing Loan Participation is not paid on the date such payment is due, such Lender shall pay to the Swing Line Lender on demand interest on the amount not so paid at the overnight Federal Funds Effective Rate from the due date until such amount is paid in full. Whenever, at any time after the Swing Line Lender has received from any other Lender such Lender’s Swing Loan Participation Amount, the Swing Line Lender receives any payment from or on behalf of the Borrower on account of the related Swing Loans, the Swing Line Lender will promptly distribute to such Lender its ratable share of such amount based on its Revolving Facility Percentage of such amount on such date on account of its Swing Loan Participation (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); provided, however, that if such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender.

(d) Obligations Unconditional. Each Revolving Lender’s obligation to make Revolving Loans pursuant to Section 2.04(b) and/or to purchase Swing Loan Participations in connection with a Notice of Swing Loan Refunding shall be subject to the conditions that (i) such Lender shall have received a Notice of Swing Loan Refunding complying with the provisions hereof and (ii) at the time the Swing Loans that are the subject of such Notice of Swing Loan Refunding were made, the Swing Line Lender making the same had no actual written notice from another Lender that an Event of Default had occurred and was continuing, but otherwise shall be absolute and unconditional, shall be solely for the benefit of the Swing Line Lender that gives such Notice of Swing Loan Refunding, and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against any other Lender, any Credit Party, or any other Person, or any Credit Party may have against any Lender or other Person, as the case may be, for

any reason whatsoever; (B) the occurrence or continuance of a Default or Event of Default; (C) any event or circumstance involving a Material Adverse Effect; (D) any breach of any Loan Document by any party thereto; or (E) any other circumstance, happening or event, whether or not similar to any of the foregoing.

Section 2.05 Letters of Credit.

(a) LC Issuances. During the Revolving Facility Availability Period, the Borrower may request an LC Issuance at any time and from time to time to issue, for the account of the Borrower or any Subsidiary Guarantor, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit denominated and payable in Dollars or any Designated Foreign Currency and in each case in such form as may be approved by such LC Issuer and the Revolver Administrative Agent; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings would exceed the LC Commitment Amount, (ii) the Revolving Facility Exposure of any Lender would exceed such Lender’s Revolving Commitment, (iii) the sum of (A) the Aggregate Revolving Facility Exposure and (B) the outstanding principal amount of Swing Loans, would exceed the Total Revolving Commitment, (iv) the Borrower would be required to prepay Loans or cash collateralize Letters of Credit pursuant to Section 2.13(b) or (v) any Revolving Lender is at such time a Defaulting Lender hereunder, unless such LC Issuer has entered into arrangements satisfactory to such LC Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such LC Issuer’s actual or potential risk with respect to such Lender’s LC Participation. Subject to Section 2.05(c) below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (x) two years from the date of issuance thereof, or (y) 5 Business Days prior to the Revolving Facility Termination Date; provided that, at the sole discretion of the applicable LC Issuer, up to $30,000,000 in aggregate amount of Letters of Credit may have an expiry date (including any renewal periods) occurring later than two years from the date of issuance thereof but prior to 5 Business Days prior to the Revolving Facility Maturity Date. Letters of Credit listed on Schedule 2.05 shall automatically be deemed to constitute and continue as Letters of Credit issued hereunder on the Closing Date.

(b) LC Requests. Whenever the Borrower desires that a Letter of Credit be issued for its account or the account of any eligible LC Obligor, the Borrower shall give the Revolver Administrative Agent and the applicable LC Issuer written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Revolver Administrative Agent) which, if in the form of written notice, shall be substantially in the form of Exhibit B-4 (each such request, a “LC Request”), or transmit by electronic communication (if arrangements for doing so have been approved by the applicable LC Issuer), prior to 11:00 A.M. (local time at the applicable Notice Office) at least three Business Days (or such shorter period as may be reasonably acceptable to the relevant LC Issuer) prior to the proposed date of issuance (which shall be a Business Day), which LC Request shall include such supporting documents that such LC Issuer customarily requires in connection therewith (including, in the case of a Letter of Credit for an account party other than the Borrower, an application for, and if applicable a reimbursement agreement with respect to, such Letter of Credit). In the event of any inconsistency between any of the terms or provisions of any LC Document and the terms and provisions of this Agreement respecting Letters of Credit, the terms and provisions of this Agreement shall control.

(c) Auto-Renewal Letters of Credit. If an LC Obligor so requests in any applicable LC Request, each LC Issuer shall agree to issue a Letter of Credit that has automatic renewal provisions; provided, however, that any Letter of Credit that has automatic renewal provisions must permit such LC Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than one day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once any such Letter of Credit that has automatic renewal provisions has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) such LC Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than 5 Business Days prior to the Revolving Facility Termination Date; provided, however, that such LC Issuer shall not permit any such renewal if (i) such LC Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof, or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is two Business Days before the date that such LC Issuer is permitted to send a notice of non-

renewal from the Revolver Administrative Agent, any Revolving Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied.

(d) Applicability of ISP98. Unless otherwise expressly agreed by the applicable LC Issuer and the applicable LC Obligor, when a Letter of Credit is issued, the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each Letter of Credit.

(e) Notice of LC Issuance. Each LC Issuer shall, on the date of each LC Issuance by it, give the Revolver Administrative Agent, each applicable Revolving Lender and the Borrower written notice of such LC Issuance, accompanied by a copy to the Revolver Administrative Agent of the Letter of Credit or Letters of Credit issued by it. Each LC Issuer shall provide to the Revolver Administrative Agent a quarterly (or monthly if requested by any applicable Revolving Lender) summary describing each Letter of Credit issued by such LC Issuer and then outstanding and an identification for the relevant period of the daily aggregate LC Outstandings represented by Letters of Credit issued by such LC Issuer.

(f) Reimbursement Obligations.

(i) The Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unreimbursed Drawing with respect to any Letter of Credit immediately after, and in any event, if notice is given to the Borrower by 11:00 A.M., on the date on which, or if notice is given after 11:00 A.M., on the next succeeding Business Day, such LC Issuer notifies the Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars or in the applicable Designated Foreign Currency in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by such LC Issuer. If the Borrower fails to so reimburse the L/C Issuer by such date, the Borrower will be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in an aggregate Dollar Equivalent principal amount sufficient to reimburse such Unreimbursed Drawing (and the Revolver Administrative Agent shall promptly give notice to the Revolving Lenders of such deemed Notice of Borrowing), the Revolving Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unreimbursed Drawing, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of this Agreement. To the extent such Unreimbursed Drawing is not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date required, interest on such Unreimbursed Drawing shall accrue, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a)(i) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement because the Aggregate Credit Facility Exposure exceeds the Revolving Commitment, then at the Default Rate, any such interest also to be payable on demand.

(ii) Obligations Absolute. Each LC Obligor’s obligation under this Section to reimburse each LC Issuer with respect to Unreimbursed Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that such LC Obligor may have or have had against such LC Issuer, the Revolver Administrative Agent or any Lender, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that no LC Obligor shall be obligated to reimburse an LC Issuer for any wrongful payment made by such LC Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such LC Issuer.

(g) LC Participations.

(i) Immediately upon each LC Issuance, the LC Issuer of such Letter of Credit shall be deemed to have sold and transferred to each Revolving Lender with a Revolving Commitment, and each such Lender (each an “LC Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such LC Issuer, without recourse or warranty, an undivided interest and participation (an “LC Participation”), to the extent of such Lender’s Revolving Facility Percentage of the Stated Amount of such Letter of Credit in effect at such time of issuance, in such Letter of Credit, each substitute Letter of Credit, each drawing made thereunder, the obligations of any LC Obligor under this Agreement with respect thereto (although LC Fees relating thereto shall be payable directly to the Revolver Administrative Agent for the account of the Revolving Lenders as provided in Section 2.11 and the LC Participants shall have no right to receive any portion of any fees of the nature contemplated by Section 2.11 (d) or (e)), the obligations of any LC Obligor under any LC Documents pertaining thereto, and any security for, or guaranty pertaining to, any of the foregoing.

(ii) In determining whether to pay under any Letter of Credit, an LC Issuer shall not have any obligation relative to the LC Participants other than to determine that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by an LC Issuer under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for such LC Issuer any resulting liability.

(iii) If an LC Issuer makes any payment under any Letter of Credit and the applicable LC Obligor shall not have reimbursed such amount in full to such LC Issuer pursuant to Section 2.05(f), such LC Issuer shall promptly notify the Revolver Administrative Agent, and the Revolver Administrative Agent shall promptly notify each LC Participant of such failure, and each LC Participant shall promptly and unconditionally pay to the Revolver Administrative Agent for the account of such LC Issuer, the amount of such LC Participant’s Revolving Facility Percentage of such payment in Dollars or in the applicable Designated Foreign Currency in which such Letter of Credit is denominated and in same-day funds; provided, however, that no LC Participant shall be obligated to pay to the Revolver Administrative Agent its Revolving Facility Percentage of such unreimbursed amount for any wrongful payment made by such LC Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such LC Issuer. If the Revolver Administrative Agent so notifies any LC Participant required to fund a payment under a Letter of Credit prior to 11:00 A.M. (local time at its Notice Office) on any Business Day, such LC Participant shall make available to the Revolver Administrative Agent for the account of the relevant LC Issuer such LC Participant’s Revolving Facility Percentage of the amount of such payment on such Business Day in same-day funds. If and to the extent such LC Participant shall not have so made its Revolving Facility Percentage of the amount of such payment available to the Revolver Administrative Agent for the account of the relevant LC Issuer, such LC Participant agrees to pay to the Revolver Administrative Agent for the account of such LC Issuer, forthwith on demand, such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Revolver Administrative Agent for the account of such LC Issuer at the Federal Funds Effective Rate. The failure of any LC Participant to make available to the Revolver Administrative Agent for the account of the relevant LC Issuer its Revolving Facility Percentage of any payment under any Letter of Credit shall not relieve any other LC Participant of its obligation hereunder to make available to the Revolver Administrative Agent for the account of such LC Issuer its Revolving Facility Percentage of any payment under any Letter of Credit on the date required, as specified above, but no LC Participant shall be responsible for the failure of any other LC Participant to make available to the Revolver Administrative Agent for the account of such LC Issuer such other LC Participant’s Revolving Facility Percentage of any such payment.

(iv) Whenever an LC Issuer receives a payment of a reimbursement obligation as to which the Revolver Administrative Agent has received for the account of such LC Issuer any payments from the LC Participants pursuant to subpart (iii) above, such LC Issuer shall pay to the Revolver Administrative Agent and the Revolver Administrative Agent shall promptly pay to each LC Participant that has paid its Revolving Facility Percentage thereof, in same-day funds, an amount equal to such LC Participant’s Revolving Facility Percentage of the principal amount thereof and interest thereon accruing after the purchase of the respective LC Participations, as and to the extent so received.

(v) The obligations of the LC Participants to make payments to the Revolver Administrative Agent for the account of each LC Issuer with respect to Letters of Credit shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances:

(A) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;

(B) the existence of any claim, set-off defense or other right that any LC Obligor may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Revolver Administrative Agent, any LC Issuer, any Lender, or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the applicable LC Obligor and the beneficiary named in any such Letter of Credit), other than any claim that the applicable LC Obligor may have against any applicable LC Issuer for gross negligence or willful misconduct of such LC Issuer in making payment under any applicable Letter of Credit;

(C) any draft, certificate or other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(D) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or

(E) the occurrence of any Default or Event of Default.

(vi) To the extent any LC Issuer is not indemnified by the Borrower or any LC Obligor, the LC Participants will reimburse and indemnify such LC Issuer, in proportion to their respective Revolving Facility Percentages, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature that may be imposed on, asserted against or incurred by such LC Issuer in performing its respective duties in any way related to or arising out of LC Issuances by it; provided, however, that no LC Participants shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements resulting from such LC Issuer’s gross negligence or willful misconduct.

Section 2.06 Notice of Borrowing.

(a) Time of Notice. Each Borrowing of a Loan (other than a Continuation or Conversion) shall be made upon notice in the form provided for below which shall be provided by the Borrower to the applicable Administrative Agent at its Notice Office not later than (i) in the case of each Borrowing of a Fixed Rate Loan, 1:00 P.M. (local time at its Notice Office) at least three Business Days prior to the date of such Borrowing (and in the case of (x) a Borrowing on the Closing Date, at least two Business Days or (y) a Borrowing on the Amendment No. 3 Effective Date, at least one Business Day), (ii) in the case of each Borrowing of a Base Rate Loan, prior to 1:00 P.M. (local time at its Notice Office) on the proposed date of such Borrowing, and (iii) in the case of any Borrowing under the Swing Line Facility, prior to 1:00 P.M. (local time at its Notice Office) on the proposed date of such Borrowing. For the avoidance of doubt, each request for a Borrowing hereunder in a Designated Foreign Currency shall be made only by the Borrower.

(b) Notice of Borrowing. Each request for a Borrowing (other than a Continuation or Conversion) shall be made by an Authorized Officer of the Borrower by delivering written notice of such request substantially in the form of Exhibit B-1 (each such notice, a “Notice of Borrowing”) or by telephone (to be confirmed immediately in writing by delivery by an Authorized Officer of the Borrower of a Notice of Borrowing), and in any event each such request shall be irrevocable and shall specify (i) the aggregate principal amount of the Loans to be made

pursuant to such Borrowing, (ii) the date of the Borrowing (which shall be a Business Day), (iii) the Class and Type of Loans such Borrowing will consist of, and (iv) if applicable, the initial Interest Period, the Swing Loan Maturity Date (which shall be less than 15 days) and Designated Foreign Currency applicable thereto. Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the applicable Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by such Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, such Administrative Agent’s record of the terms of such telephonic notice shall be conclusive absent manifest error.

(c) Minimum Borrowing Amount. The aggregate principal amount of each Borrowing by the Borrower shall not be less than the Minimum Borrowing Amount.

(d) Maximum Borrowings. More than one Borrowing may be incurred by the Borrower on any day; provided, however, that (i) if there are two or more Borrowings on a single day by the Borrower that consist of Fixed Rate Loans, each such Borrowing shall have a different initial Interest Period, (ii) at no time shall there be more than seven Borrowings of Fixed Rate Loans outstanding hereunder, (iii) at no time shall there be more than two Borrowings of Swing Loans outstanding hereunder, and (iv) at no time shall there be more than 10 Borrowings outstanding hereunder.

Section 2.07 Funding Obligations; Disbursement of Funds.

(a) Several Nature of Funding Obligations. The Commitments of each Lender hereunder and the obligation of each Lender to make Loans, acquire and fund Swing Loan Participations, and LC Participations, as the case may be, are several and not joint obligations. No Lender shall be responsible for any default by any other Lender in its obligation to make Loans or fund any participation hereunder and each Lender shall be obligated to make the Loans provided to be made by it and fund its participations required to be funded by it hereunder, regardless of the failure of any other Lender to fulfill any of its Commitments hereunder. Nothing herein and no subsequent termination of a Class of Commitments pursuant to Section 2.12 shall be deemed to relieve any Lender in such Class from its obligation to fulfill its commitments hereunder and in existence from time to time or to prejudice any rights that the Borrower may have against any Lender in such Class as a result of any default by such Lender hereunder.

(b) Borrowings Pro Rata. Except with respect to the making of Swing Loans by the Swing Line Lender, all Revolving Loans hereunder shall be made and LC Participations acquired by each Lender on a pro rata basis based upon each Lender’s Revolving Facility Percentage of the amount of such Revolving Borrowing or Letter of Credit in effect on the date the applicable Revolving Borrowing is to be made or the Letter of Credit is to be issued.

(c) Notice to Lenders. The applicable Administrative Agent shall promptly give each Lender in a Class, as applicable, written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, or Conversion or Continuation thereof, and LC Issuance, and of such Lender’s proportionate share thereof or participation therein and of the other matters covered by the Notice of Borrowing, Notice of Continuation or Conversion, or LC Request, as the case may be, relating thereto.

(d) Funding of Loans.

(i) Loans Generally. No later than 4:00 P.M. (local time at the applicable Payment Office) on the date specified in each Notice of Borrowing, each Lender in a Class will make available its amount, if any, of each Borrowing of such Class requested to be made on such date to the applicable Administrative Agent at the applicable Payment Office in Dollars or the applicable Designated Foreign Currency and in immediately available funds and such Administrative Agent promptly will make available to the Borrower by depositing to its account at the applicable Payment Office (or such other account as the Borrower shall specify) the aggregate of the amounts so made available in the type of funds received. For the avoidance of doubt, proceeds of any Borrowing hereunder in a Designated Foreign Currency shall be funded only to the Borrower as provided immediately above.

(ii) Swing Loans. No later than 4:00 P.M. (local time at the applicable Payment Office) on the date specified in each Notice of Borrowing, the Swing Line Lender will make available to the Borrower by depositing to its account at the applicable Payment Office (or such other account as the Borrower shall specify) the aggregate of Swing Loans requested in such Notice of Borrowing.

(e) Advance Funding. Unless the applicable Administrative Agent shall have been notified by any Lender of a Class prior to the date of a Borrowing of such Class that such Lender does not intend to make available to such Administrative Agent its portion of the Class of Borrowing or Borrowings to be made on such date, such Administrative Agent may assume that such Lender has made such amount available to such Administrative Agent on such date of Borrowing, and such Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the applicable Administrative Agent by such Lender and such Administrative Agent has made the same available to the Borrower, such Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the such Administrative Agent’s demand therefor, such Administrative Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to such Administrative Agent. The applicable Administrative Agent shall also be entitled to recover from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by such Administrative Agent to the Borrower to the date such corresponding amount is recovered by such Administrative Agent at a rate per annum equal to (i) if paid by such Lender, the overnight Federal Funds Effective Rate or (ii) if paid by the Borrower, the then applicable rate of interest, calculated in accordance with Section 2.09, for the respective Class of Loans (but without any requirement to pay any amounts in respect thereof pursuant to Section 3.02).

Section 2.08 Evidence of Obligations.

(a) Loan Accounts of Lenders. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Obligations of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(b) Loan Accounts of Administrative Agents. Each Administrative Agent shall maintain accounts in which it shall record (i) the amount of each applicable Loan and Borrowing made hereunder, the Type thereof, the currency in which such Loan is denominated, the Interest Period and applicable interest rate and, in the case of a Swing Loan, the Swing Loan Maturity Date applicable thereto, (ii) the amount and other details with respect to each Letter of Credit issued hereunder, (iii) the amount of any principal due and payable or to become due and payable from the Borrower to each Lender hereunder, (iv) the amount of any sum received by such Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof, and (v) the other details relating to the Loans, Letters of Credit and other Obligations.

(c) Effect of Loan Accounts, etc. The entries made in the accounts maintained pursuant to Section 2.08(b) shall be prima facie evidence of the existence and amounts of the Obligations recorded therein; provided, that the failure of any Administrative Agent to maintain such accounts or any error (other than manifest error) therein shall not in any manner affect the obligation of any Credit Party to repay or prepay the Loans or the other Obligations in accordance with the terms of this Agreement.

(d) Notes. Upon request of any Lender or the Swing Line Lender, the Borrower will execute and deliver to such Lender or the Swing Line Lender, as the case may be, (i) a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Lender, (ii) a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Borrower’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender and (iii) a Term Loan Note with blanks appropriately completed in conformity herewith to evidence the Borrower’s obligation to pay the principal of, and interest on, Term Loans made to it by such Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not

request a Note shall in no way detract from the Borrower’s obligation to repay the Loans and other amounts owing by the Borrower to such Lender or the Swing Line Lender.

Section 2.09 Interest; Default Rate.

(a) Interest on Term Loans and Revolving Loans. The outstanding principal amount of each Term Loan and Revolving Loan made by each Lender shall bear interest at a fluctuating rate per annum that shall at all times be equal to (i) during such periods as such Loan is a Base Rate Loan, the Base Rate plus the Applicable Margin in effect from time to time, (ii) during such periods as such Loan is a Eurodollar Loan, the relevant Adjusted Eurodollar Rate for such Eurodollar Loan for the applicable Interest Period plus the Applicable Margin in effect from time to time, and (iii) during such periods as a Revolving Loan is a Foreign Currency Loan, the relevant Adjusted Foreign Currency Rate for such Foreign Currency Loan for the applicable Interest Period plus the Applicable Margin in effect from time to time.

(b) [Reserved].

(c) Interest on Swing Loans. The outstanding principal amount of each Swing Loan shall bear interest from the date of the Borrowing at a rate per annum that shall be equal to the Base Rate plus the Applicable Margin for Base Rate Loans. Each Swing Loan shall bear interest for a minimum of one day. Interest on all Swing Loans shall be paid on the last day of each month and on the Revolving Facility Termination Date.

(d) Default Interest. Notwithstanding the above provisions, if an Event of Default is in existence, upon written notice by the applicable Administrative Agent (which notice such Administrative Agent shall give at the direction of the Required Lenders), (i) all outstanding amounts of principal and, to the extent permitted by law, all overdue interest, in respect of each Loan shall bear interest, payable on demand, at a rate per annum equal to the Default Rate, and (ii) the LC Fees shall be increased by an additional 2% per annum in excess of the LC Fees otherwise applicable thereto. In addition, if any amount (other than amounts as to which the foregoing subparts (i) and (ii) are applicable) payable by the Borrower under the Loan Documents is not paid when due, upon written notice by the applicable Administrative Agent (which notice such Administrative Agent shall give at the direction of the Required Lenders), such amount shall bear interest, payable on demand, at a rate per annum equal to the Default Rate.

(e) Accrual and Payment of Interest. Interest on each Borrowing shall accrue from and including the date of such Borrowing to but excluding the date of any prepayment or repayment thereof and shall be payable by the Borrower as follows: (i) in respect of each Base Rate Loan, quarterly in arrears on the last Business Day of each March, June, September and December, (ii) in respect of each Fixed Rate Loan, on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on the dates that are successively three months after the commencement of such Interest Period, (iii) in respect of any Swing Loan, on the Swing Loan Maturity Date applicable thereto, (iv) in respect of Revolving Loans, the Revolving Facility Termination Date, (v) in respect of Term Loans, the Term Loan Maturity Date, (vi) in respect of all other Loans, on (A) the date of any repayment or prepayment (other than a repayment or prepayment of a Revolving Loan that is a Base Rate Loan prior to the Revolving Facility Termination Date) on the amount repaid or prepaid and (B) the date of any Conversion on the amount Converted, (vii) in respect of any interest not paid when due pursuant to any of the foregoing subparts, on demand, and (viii) in respect of any interest payable pursuant to Section 2.09(c), as set forth in Section 2.09(c). Notwithstanding the foregoing, the Borrower shall pay to the Original Term Lenders immediately prior to the effectiveness of Amendment No. 3 all accrued and unpaid interest on the Original Term Loans to, but not including, the Amendment No. 3 Effective Date on such Amendment No. 3 Effective Date.

(f) Computations of Interest. All computations of interest on all Loans and Unreimbursed Drawings hereunder shall be made on the actual number of days elapsed over a year of 360 days.

(g) Information as to Interest Rates. The applicable Administrative Agent, upon determining the interest rate for any Class of Borrowing, shall promptly notify the Borrower and the Lenders of such Class thereof Any changes in the Applicable Margin shall be determined by the applicable Administrative Agent in accordance

with the provisions set forth in the definition of “Applicable Margin” and such Administrative Agent will promptly provide notice of such determinations to the Borrower and the Lenders. Any such determination by any Administrative Agent shall be conclusive and binding absent manifest error.

Section 2.10 Conversion and Continuation of Loans.

(a) Conversion and Continuation of Revolving Loans. The Borrower shall have the right, subject to the terms and conditions of this Agreement, to (i) Convert all or a portion of the outstanding principal amount of Loans of one Class and Type made to it into a Borrowing or Borrowings of another Type of the same Class of Loans that can be made to it pursuant to this Agreement and (ii) Continue a Borrowing of Eurodollar Loans or Foreign Currency Loans, as the case may be, at the end of the applicable Interest Period as a new Borrowing of the same Class of Eurodollar Loans or Foreign Currency Loans (in the same Designated Foreign Currency as the original Foreign Currency Loan) with a new Interest Period; provided, however, that (A) no Foreign Currency Loan may be Converted into a Base Rate Loan, Eurodollar Loan or a Foreign Currency Loan that is denominated in a different Designated Foreign Currency, and (B) any Conversion of Eurodollar Loans into Base Rate Loans shall be made on, and only on, the last day of an Interest Period for such Eurodollar Loans.

(b) Notice of Continuation and Conversion. Each Continuation or Conversion of a Loan shall be made upon notice in the form provided for below provided by the Borrower to the applicable Administrative Agent at its Notice Office not later than (i) in the case of each Continuation of or Conversion into a Fixed Rate Loan, prior to 1:00 P.M. (local time at its Notice Office) at least three Business Days’ prior to the date of such Continuation or Conversion, and (ii) in the case of each Conversion to a Base Rate Loan, prior to 1:00 P.M. (local time at its Notice Office) on the proposed date of such Conversion. Each such request shall be made by an Authorized Officer of the Borrower delivering written notice of such request substantially in the form of Exhibit B-3 (each such notice, a “Notice of Continuation or Conversion”) or by telephone (to be confirmed immediately in writing by delivery by an Authorized Officer of the Borrower of a Notice of Continuation or Conversion), and in any event each such request shall be irrevocable and shall specify (A) the Class of the Borrowings to be Continued or Converted, (B) the date of the Continuation or Conversion (which shall be a Business Day), and (C) the Interest Period or, in the case of a Continuation, the new Interest Period. Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the applicable Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the applicable Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the applicable Administrative Agent’s record of the terms of such telephonic notice shall be conclusive absent manifest error.

Section 2.11 Fees.

(a) Unused Fees. The Borrower agrees to pay to the Revolver Administrative Agent, for the ratable benefit of each Revolving Lender based upon each such Lender’s Revolving Facility Percentage (except as otherwise provided in Section 2.18 with respect to Defaulting Lenders), as consideration for the Revolving Commitments of the Revolving Lenders, unused fees (the “Unused Fees”) for the period from the Closing Date to, but not including, the Revolving Facility Termination Date, computed for each day at a rate per annum equal to (i) the Commitment Fee Rate times (ii) the Unused Total Revolving Commitment in effect on such day. Accrued Unused Fees shall be due and payable in arrears on the last Business Day of each December, March, June and September and on the Revolving Facility Termination Date. For purposes of computing Unused Fees with respect to the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be deemed used to the extent of the outstanding Revolving Loans and LC Outstandings, but the Swing Line Exposure of such Lender shall not be deemed to be usage of the Revolving Commitment of any Lender.

(b) [Reserved.]

(c) LC Fees. The Borrower agrees to pay to the Revolver Administrative Agent, for the ratable benefit of each Revolving Lender with a Revolving Commitment based upon each such Lender’s Revolving Facility Percentage (except as otherwise provided in Section 2.18 with respect to Defaulting Lenders), a fee in respect of

each Letter of Credit issued hereunder for the period from the date of issuance of such Letter of Credit until the expiration date thereof (including any extensions of such expiration date that may be made at the election of the account party or the beneficiary), computed for each day at a rate per annum equal to (A) the Applicable Margin for Revolving Loans that are Eurodollar Loans in effect on such day times (B) the Stated Amount of such Letter of Credit on such day. The foregoing fees shall be payable quarterly in arrears on the last Business Day of each March, June, September and December and on the Revolving Facility Termination Date.

(d) Fronting Fees. The Borrower agrees to pay directly to each LC Issuer, for its own account, a fee in respect of each Letter of Credit issued by it, payable on the date of issuance (or any increase in the amount, or renewal or extension) thereof, computed at the rate of 0.125% per annum on the Stated Amount thereof for the period from the date of issuance (or increase, renewal or extension) to the expiration date thereof (including any extensions of such expiration date which may be made at the election of the beneficiary thereof). The foregoing fees shall be payable quarterly in arrears on the last Business Day of each of March, June, September and December and on the Revolving Facility Termination Date.

(e) Additional Charges of LC Issuer. The Borrower agrees to pay directly to each LC Issuer upon each LC Issuance, drawing under, or amendment, extension, renewal or transfer of, a Letter of Credit issued by it such amount as shall at the time of such LC Issuance, drawing under, amendment, extension, renewal or transfer be the processing charge that such LC Issuer is customarily charging for issuances of, drawings under or amendments, extensions, renewals or transfers of, letters of credit issued by it.

(f) Other Fees. The Borrower shall pay the fees set forth in the Fee Letter in accordance with the terms thereof.

(g) Computations of Fees. All computations of Unused Fees, LC Fees and other Fees hereunder shall be made on the actual number of days elapsed over a year of 360 days.

Section 2.12 Termination and Reduction of Commitments; Maturity.

(a) Mandatory Termination of Commitments. All of the Revolving Commitments shall terminate on the Revolving Facility Termination Date. Upon aan Original Term Loan Lender’s funding of its Original Term Loan on the Closing Date, the Original Term Loan Commitment of such Lender shall terminate. Upon an Initial Term Loan Lender’s funding of its Initial Term Loans on the Amendment No. 3 Effective Date, the Initial Term Loan Commitment of such Initial Term Loan Lender shall terminate.

(b) Voluntary Termination of the Total Revolving Commitment. Upon at least three Business Days’ prior written notice (or telephonic notice confirmed in writing) to the Revolver Administrative Agent at its Notice Office (which notice the Revolver Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right to terminate in whole the Total Revolving Commitment, provided that (i) all outstanding Revolving Loans and Unreimbursed Drawings are contemporaneously prepaid in accordance with Section 2.13 and (ii) either there are no outstanding Letters of Credit or the Borrower shall contemporaneously cause all outstanding Letters of Credit to be surrendered for cancellation (any such Letters of Credit to be replaced by letters of credit issued by other financial institutions reasonably acceptable to each LC Issuer and the Revolving Lenders), provided further, that a notice of termination of the Total Revolving Commitment may state that such notice is conditioned on the effectiveness of other credit facilities or other financing or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Revolver Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

(c) Partial Reduction of Total Revolving Commitment. Upon at least three Business Days’ prior irrevocable written notice (or telephonic notice confirmed in writing) to the Revolver Administrative Agent at its Notice Office (which notice the Revolver Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right to partially and permanently reduce the Unused Total Revolving Commitment; provided, however, that (i) any such reduction shall apply to proportionately, except as set forth in Sections 2.18 (based on each Lender’s Revolving Facility Percentage) and permanently reduce the Revolving Commitment of

each Lender, (ii) such reduction shall apply to proportionately, except as set forth in Sections 2.18, and permanently reduce the LC Commitment Amount, but only to the extent that the Unused Commitment would be reduced below any such limits, (iii) no such reduction shall be permitted if the Borrower would be required to make a mandatory prepayment of Loans or cash collateralize Letters of Credit pursuant to Section 2.13, and (iv) any partial reduction shall be in the amount of at least $5,000,000 (or, if greater, in integral multiples of $1,000,000).

(d) Maturity. The entire principal amount of all outstanding Revolving Loans and all accrued but unpaid interest and other amounts payable with respect to such Revolving Loans shall be repaid in full on the Revolving Facility Termination Date. The entire principal amount of all outstanding Term Loans and all accrued but unpaid interest and other amounts payable with respect to such Term Loans shall be repaid on the Term Loan Maturity Date.

Section 2.13 Voluntary, Scheduled and Mandatory Prepayments of Loans.

(a) Voluntary Prepayments. The Borrower shall have the right to prepay from time to time any of the Loans owing by it, in whole or in part, without premium or penalty (except as specified in subpart (c) below). The Borrower shall give the applicable Administrative Agent at the applicable Notice Office written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the applicable Administrative Agent) of its intent to prepay the Loans (provided that such notice may state that it is conditioned on the effectiveness of other credit facilities or other financing or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Revolver Administrative Agent on or prior to the specified effective date) if such condition is not satisfied), the amount of such prepayment and (in the case of Fixed Rate Loans) the specific Class and Borrowing(s) pursuant to which the prepayment is to be made, which notice shall be received by the applicable Administrative Agent by (y) 12:00 noon (local time at the applicable Notice Office) three Business Days prior to the date of such prepayment, in the case of any prepayment of Fixed Rate Loans (and in the case of any prepayment of Fixed Rate Loans on the Amendment No. 3 Effective Date, 12:00 noon (local time at the applicable Notice Office) one Business Day prior to the date of such prepayment), or (z) 12:00 noon (local time at the applicable Notice Office) on the date of such prepayment, in the case of any prepayment of Base Rate Loans, and which notice shall promptly be transmitted by the applicable Administrative Agent to each of the affected Lenders, provided that:

(i) each partial prepayment shall be in an aggregate principal amount of at least (A) in the case of any prepayment of a Fixed Rate Loan, $5,000,000 (or, if less, the full amount of such Borrowing) or the Dollar Equivalent thereof, or an integral multiple of $1,000,000 or the Dollar Equivalent thereof in excess thereof, (B) in the case of any prepayment of a Base Rate Loan, $5,000,000 (or, if less, the full amount of such Borrowing) or the Dollar Equivalent thereof, or an integral multiple of $1,000,000 or the Dollar Equivalent thereof in excess thereof, and (C) in the case of any prepayment of a Swing Loan, in the full amount thereof; and

(ii) no partial prepayment of any Revolving Loans made pursuant to a Borrowing shall reduce the aggregate principal amount of such Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto.

(b) Mandatory Payments.

(i) No later than three (3) Business Days following the date of receipt by the Borrower or any of its Restricted Subsidiaries of (x) any Net Cash Proceeds of any Asset Sale, to the extent that the aggregate amount of Net Cash Proceeds from such Asset Sale exceeds $25,000,000 at any time after the Closing Date, or (y) any Net Cash Proceeds from any Event of Loss, to the extent that the aggregate amount of the Net Cash Proceeds from such Event of Loss exceeds $5,000,000, the Borrower shall prepay Term Loans in an amount equal to 100% of all such Net Cash Proceeds (limited, in the case of the Net Cash Proceeds of Asset Sales, to amounts in excess of $25,000,000, and in the case of Net Cash Proceeds from any Event of Loss, to amounts in excess of $5,000,000); provided, that, the Borrower shall not be required to prepay the Obligations with respect to (i) Net Cash Proceeds from Asset Sales permitted under Section 7.02(b)(i)-(v), (ii) so long as no Default or Event of Default has occurred

and is continuing, Net Cash Proceeds from an Event of Loss or Asset Sales that are reinvested in assets then used or usable in the business of the Borrower and its Restricted Subsidiaries within 365 days following receipt thereof or committed to be reinvested prior to the expiration of such 365 day period (as certified to the Term Loan Administrative Agent by an Authorized Officer of the Borrower on or before the end of such applicable 365 day period) and actually reinvested within 540 days following receipt thereof, and (iii) to the extent set forth in subsection (iv) of this clause (b). Any such prepayment shall be applied in accordance with subsection (vi) of this clause (b).

(ii) No later than three (3) Business Days following the date of receipt by the Borrower or any of its Restricted Subsidiaries of any Net Cash Proceeds from any issuance of Indebtedness by the Borrower or any of its Restricted Subsidiaries, the Borrower shall prepay Term Loans in an amount equal to all such Net Cash Proceeds; provided that the Borrower shall not be required to prepay Term Loans with respect to Net Cash Proceeds of Indebtedness permitted under Section 7.04 (other than Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt, Permitted Junior Refinancing Debt and any other Credit Agreement Refinancing Indebtedness). Any such prepayment shall be applied in accordance with subsection (vi) of this clause (b).

(iii) After the end of each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2018), within five (5) Business Days after the earlier to occur of (x) the delivery of the financial statements and related Compliance Certificate for such fiscal year and (y) the date on which the financial statements and related Compliance Certificate for such fiscal year are required to be delivered pursuant to Section 6.01, the Borrower shall prepay Term Loans in an aggregate principal amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow (calculated after giving pro forma effect to any prepayments or repurchases of Loans pursuant to the immediately following clause (B)), if any, for such fiscal year, minus (B) the sum of (1) all voluntary prepayments and/or repurchases of Term Loans and/or Revolving Loans (in the case of Revolving Loans, solely to the extent accompanied by permanent reductions in the Revolving Commitments) plus (2) all voluntary prepayments, repurchases or redemptions of any Permitted First Priority Refinancing Debt made during such fiscal year or after year-end and prior to the date such payment is due (limited, in the case of repurchases at or below par pursuant to Section 2.13(e) or 11.06(g), to the amount of cash used to make such purchases), except, in each case, to the extent financed with the proceeds of long-term Indebtedness; provided that the Borrower shall only be required to make a prepayment pursuant to this Section 2.05(b)(iii) to the extent that such amount is in excess of $5,000,000. Any such prepayment shall be applied in accordance with subsection (vi) of this clause (b).

(iv) Notwithstanding any other provisions of this Section 2.13 to the contrary, (A) to the extent that any or all of the Net Cash Proceeds of any Asset Sale by, or an Event of Loss of, a Foreign Subsidiary (“Foreign Disposition”) or Excess Cash Flow attributable to Foreign Subsidiaries is prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.13 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.13 and (B) to the extent that the Borrower has reasonably determined that repatriation of any of or all the Net Proceeds of any Foreign Disposition or Foreign Subsidiary Excess Cash Flow would have material adverse tax cost consequences with respect to such Net Cash Proceeds or Excess Cash Flow, such Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary. In addition, all mandatory prepayments pursuant to this Section 2.13(b) are subject to permissibility under (A) local law (including financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and fiduciary and statutory duties of the directors of the relevant Subsidiaries) and (B) organizational document and other restrictions (including as a result of minority ownership). The non-application of any mandatory prepayment as a result of this Section 2.13(b)(iv) will not constitute a Default or Event of Default and such amounts shall be available for working capital purposes of the Borrower and the Restricted Subsidiaries.

(v) The Revolving Loans shall be subject to mandatory repayment or prepayment (in the case of any partial prepayment conforming to the requirements as to the amounts of partial prepayments set forth in Section 2.13(a) above), and the LC Outstandings shall be subject to cash collateralization requirements, in accordance with the following provisions:

(A) If on any date (after giving effect to any other payments on such date) (A) the Revolving Facility Exposure of any Lender exceeds such Lender’s Revolving Commitment (whether due to a change in the Dollar Equivalent such Lender’s Revolving Facility Exposure or otherwise), (B) the sum of (1) the Aggregate Revolving Facility Exposure and (2) the outstanding principal amount of Swing Loans, exceeds the Total Revolving Commitment (in the case of clauses (1) or (3), whether due to a change in the Dollar Equivalent of the Aggregate Revolving Facility Exposure or otherwise), or (C) the aggregate principal amount of Swing Loans outstanding exceeds the Swing Line Commitment, then, in the case of each of the foregoing, the Borrower shall, on such day, prepay on such date the principal amount of the Revolving Loans and, after the Revolving Loans have been paid in full, Unreimbursed Drawings, in an aggregate amount at least equal to such excess.

(B) If on any date the LC Outstandings exceed the LC Commitment Amount, then the applicable LC Obligor or the Borrower shall, on such day, pay to the Revolver Administrative Agent an amount in cash equal to such excess and the Revolver Administrative Agent shall hold such payment as security for the reimbursement obligations of the applicable LC Obligors hereunder in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Revolver Administrative Agent, each LC Issuer and the Borrower (which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Revolver Administrative Agent, each LC Issuer and the Borrower until the proceeds are applied to any Unreimbursed Drawing or to any other Obligations in accordance with any such cash collateral agreement and which shall provide for regular remittance to the Borrower of any interest accrued on such cash collateral amount).

(vi) Application of Payments.

(A) With respect to each repayment or prepayment of Revolving Loans made or required by Section 2.13(b)(v), the Borrower shall designate the Types of Revolving Loans that are to be repaid or prepaid and the specific Borrowing(s) pursuant to which such repayment or prepayment is to be made; provided, however, that (i) the Borrower shall first so designate all Revolving Loans that are Base Rate Loans and Fixed Rate Loans with Interest Periods ending on the date of repayment or prepayment prior to designating any other Fixed Rate Loans for repayment or prepayment, and (ii) if the outstanding principal amount of Fixed Rate Loans made pursuant to a Revolving Borrowing is reduced below the applicable Minimum Borrowing Amount as a result of any such repayment or prepayment, then all the Revolving Loans outstanding pursuant to such Borrowing shall, in the case of Eurodollar Loans, be Converted into Base Rate Loans and, in the case of Foreign Currency Loans, be repaid in full. In the absence of a designation by the Borrower as described in the preceding sentence, the Revolver Administrative Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Article III.

(B) Any prepayments made by the Borrower pursuant to this Section 2.13(b) shall be applied ratably to each outstanding Class of Term Loans to reduce the remaining scheduled principal installments of the Term Loans in such order as the Borrower shall direct (and absent such direction in direct order of maturity); provided, that any prepayment of Term Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class (or Classes) of Loans that are being refinanced. If (x) the amount of any mandatory prepayment which would otherwise be required as provided above exceeds the aggregate principal amount of Term Loans then outstanding and (y) a Default or Event of Default then exists, such excess shall be applied to permanently reduce the Revolving Commitments.

(C) Notwithstanding anything to the contrary in this Section 2.13, if at the time that any prepayment pursuant to Section 2.13(b)(i) or (iii) would be required, the Borrower (or any Restricted Subsidiary) is required to offer to repurchase any Indebtedness permitted hereunder that is secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Asset Sale or Event of Loss or with Excess Cash Flow, as applicable (such Indebtedness, “Other Applicable Indebtedness”), then the Borrower (or any Restricted Subsidiary) may apply such Net Proceeds or Excess Cash Flow on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, that the portion of such Net Proceeds or Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds or Excess Cash Flow required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds or Excess Cash Flow shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.

(i) Any prepayment made pursuant to this Section 2.13 shall be accompanied by any amounts payable in respect thereof under Article III.

(ii) In the event that, on or prior to the six-month anniversary of the ClosingAmendment No. 3 Effective Date, the Borrower (A) makes any prepayment of Initial Term Loans in connection with any Repricing Event (as defined below) or (B) effects any amendment of this Agreement resulting in a Repricing Event, the Borrower shall pay to the Term Loan Administrative Agent, for the ratable account of each applicable Term Loan Lender, a fee in an amount equal to, (x) in the case of clause (A), a prepayment premium of 1.0% of the amount of the Initial Term Loans being prepaid and (y) in the case of clause (B), a payment equal to 1.0% of the aggregate amount of the Initial Term Loans outstanding immediately prior to such amendment. Such fees shall be due and payable on the date of the effectiveness of such Repricing Event. For the purpose of this Section 2.13(c)(ii), “Repricing Event” means, other than in connection with any transaction involving a Change of Control or a Transformative Acquisition, (x) any prepayment or repayment of the Initial Term Loans with the proceeds of, or any conversion of the Initial Term Loans into, any new or replacement syndicated bank credit facility bearing interest with an “effective yield” (taking into account, for example, upfront fees, interest rate spreads, interest rate benchmark floors and original issue discount, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such new or replacement syndicated bank credit facility) less than the “effective yield” applicable to the Initial Term Loans (as such comparative yields are reasonably determined by the Term Loan Administrative Agent) and (y) any amendment to the pricing terms of the Initial Term Loans which reduces the “effective yield” applicable to the Initial Term Loans. In the case of any amendment on or prior to the six-month anniversary of the ClosingAmendment No. 3 Date resulting in a Repricing Event, each Term Loan Lender immediately prior to the effectiveness of such amendment (and not any Person who replaces a Term Loan Lender pursuant to Section 3.05(b)) shall receive its pro rata portion (as determined immediately prior to any such replacement) of the prepayment premium described herein.

(d) The Borrower shall notify the Term Loan Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to Section 2.13(b) at least three Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Term Loan Administrative Agent will promptly notify

each Lender holding Term Loans of the contents of such prepayment notice and of such Lender’s pro rata share of the prepayment. Each Term Loan Lender may reject all (but not less than all) of its pro rata share of any mandatory prepayment (other than any mandatory prepayment pursuant to Section 2.13(b)(ii)) of Term Loans by providing written notice (a “Rejection Notice”) to the Term Loan Administrative Agent no later than 5:00 p.m. (New York City time) one Business Day after the date of such Lender’s receipt of notice from the Term Loan Administrative Agent regarding such prepayment. If a Lender fails to deliver a Rejection Notice to the Term Loan Administrative Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any prepayment amount declined by a Term Loan Lender may be retained by the Borrower (such amount, the “Retained Declined Proceeds”) and may be either added to the Available Amount or may be applied in prepayment of amounts owed to non-declining Term Loan Lenders, in the Borrower’s discretion.

(e) Notwithstanding anything to the contrary contained in this Agreement, so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower or any Restricted Subsidiary (in such case, the foregoing being herein referred to as the “Auction Parties” and each, an “Auction Party”) may repurchase outstanding Term Loans on the following basis:

(i) Such Auction Party may repurchase all or any portion of any Class of Term Loan pursuant to a Dutch Auction (or such other modified Dutch Auction conducted pursuant to similar procedures as the Borrower and the Term Loan Administrative Agent may otherwise agree); provided that no proceeds of Revolving Loans shall be used by any Auction Party to repurchase Term Loans pursuant to such Auction;

(ii) Following repurchase by any Auction Party pursuant to this Section 2.13(e), the Term Loans so repurchased shall, without further action by any Person, be deemed cancelled for all purposes and no longer outstanding (and may not be resold by any Auction Party), for all purposes of this Agreement and the principal amount of the Loans so repurchased shall be applied on a pro rata basis to reduce the scheduled remaining installments of principal on such Class of Term Loans. In connection with any Term Loans repurchased and cancelled pursuant to this Section 2.13(e), the Term Loan Administrative Agent is authorized to make appropriate entries in the Register to reflect any such cancellation. Any payment made by any Auction Party in connection with a repurchase permitted by this Section 2.13(e) shall not be subject to any of the pro rata payment or sharing requirements of this Agreement; and

(iii) Each Lender that sells its Term Loans pursuant to this Section 2.13(e) acknowledges and agrees that (i) the Auction Parties may come into possession of additional information regarding the Loans or the Credit Parties at any time after a repurchase has been consummated pursuant to an Auction hereunder that was not known to such Lender or the Auction Parties at the time such repurchase was consummated and that, when taken together with information that was known to the Auction Parties at the time such repurchase was consummated, may be information that would have been material to such Lender’s decision to enter into an assignment of such Term Loans hereunder (“Excluded Information”), (ii) such Lender will independently make its own analysis and determination to enter into an assignment of its Loans and to consummate the transactions contemplated by an Auction notwithstanding such Lender’s lack of knowledge of Excluded Information and (iii) none of the Auction Parties or any of their respective Affiliates, or any other Person shall have any liability to such Lender with respect to the nondisclosure of the Excluded Information. Each Lender that tenders Loans pursuant to an Auction agrees to the foregoing provisions of this clause (iii). The Term Loan Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.13(e) and hereby waive the requirements of any provision of this Agreement (it being understood and acknowledged that purchases of the Loans by an Auction Party contemplated by this Section 2.13(e) shall not constitute Investments by such Auction Party) or any other Loan Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.13(e).

Section 2.14 Method and Place of Payment.

(a) Generally. All payments made by the Borrower hereunder (including any payments made with respect to the Borrower Guaranteed Obligations under Article X) under any Note or any other Loan Document, shall be made without setoff, counterclaim or other defense.

(b) Application of Payments. Except as specifically set forth elsewhere in this Agreement and subject to Section 8.03, (i) all payments and prepayments of Revolving Loans and Unreimbursed Drawings with respect to Letters of Credit shall be applied by the Revolver Administrative Agent on a pro rata basis based upon each Revolving Lender’s Revolving Facility Percentage of the amount of such payment or prepayment, (ii) all payments or prepayments of Swing Loans shall be applied by the Revolver Administrative Agent to pay or prepay such Swing Loans and (iii) all payments and prepayments of Term Loans shall be applied by the Revolver Administrative Agent on a pro rata basis based upon each Term Loan Lender’s Term Loan Facility Percentage of the amount of such payment or prepayment.

(c) Payment of Obligations. Except as specifically set forth elsewhere in this Agreement, all payments under this Agreement with respect to any of the Obligations shall be made to the applicable Administrative Agent on the date when due and shall be made at the applicable Payment Office in immediately available funds and, except as set forth in the next sentence, shall be made in Dollars. With respect to any Foreign Currency Loan, all payments (including prepayments) to any Revolving Lender of the principal of or interest on such Foreign Currency Loan shall be made in the same Designated Foreign Currency as the original Revolving Loan and with respect to any Letter of Credit issued in a Designated Foreign Currency, all Unreimbursed Drawings with respect to each such Letter of Credit shall be made in the same Designated Foreign Currency in which each such Letter of Credit was issued.

(d) Timing of Payments. Any payments under this Agreement that are made later than 2:00 P.M. (local time at the applicable Payment Office) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

(e) Distribution to Lenders. Upon the applicable Administrative Agent’s receipt of payments hereunder on any Class of Loan or Borrowing, the applicable Administrative Agent shall immediately distribute to each Lender in such Class or the applicable LC Issuer, as the case may be, its ratable share, if any, of the amount of principal, interest, and Fees received by it for the account of such Lender. Payments received by the applicable Administrative Agent on any Class of Loan or Borrowing in Dollars shall be delivered to the Lenders in such Class or the applicable LC Issuer, as the case may be, in Dollars in immediately available funds. Payments received by the Revolver Administrative Agent in any Designated Foreign Currency shall be delivered to the Revolving Lenders or the applicable LC Issuer, as the case may be, in such Designated Foreign Currency in same-day funds; provided, however, that if at any time insufficient funds are received by and available to the applicable Administrative Agent to pay fully all amounts of principal, Unreimbursed Drawings, interest and Fees then due hereunder then, except as specifically set forth elsewhere in this Agreement and subject to Section 8.03, such funds shall be applied, first, towards payment of interest and Fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and Fees then due to such parties, and second, towards payment of principal and Unreimbursed Drawings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and Unreimbursed Drawings then due to such parties.

Section 2.15 Guaranty by the Borrower.

(a) Borrower Guaranteed Obligations. The Borrower hereby unconditionally guarantees, for the benefit of the Benefited Creditors, all of the following (collectively, the “Borrower Guaranteed Obligations”): all amounts, indemnities and reimbursement obligations, direct or indirect, contingent or absolute, of every type or description, and at any time existing owing by any Restricted Subsidiary of the Borrower in respect of any Bank Product Obligations and under any Designated Hedge Agreement (excluding any Excluded Swap Obligation) or any other document or agreement executed and delivered in connection therewith to any Designated Hedge Creditor, in all cases whether now existing or hereafter incurred or arising, including any such interest or other amounts incurred

or arising during the pendency of any bankruptcy, insolvency, reorganization, receivership or similar proceeding, regardless of whether allowed or allowable in such proceeding or subject to an automatic stay under Section 362(a) of the Bankruptcy Code). Upon failure by any Credit Party to pay punctually any of the Borrower Guaranteed Obligations, the Borrower shall forthwith on demand by each Administrative Agent pay the amount not so paid at the place and in the currency and otherwise in the manner specified in this Agreement or any other applicable agreement or instrument.

(b) Additional Undertaking. As a separate, additional and continuing obligation, the Borrower unconditionally and irrevocably undertakes and agrees, for the benefit of the Benefited Creditors that, should any Borrower Guaranteed Obligations not be recoverable from the Borrower under Section 2.15(a) for any reason whatsoever (including, without limitation, by reason of any provision of any Loan Document or any other agreement or instrument executed in connection therewith being or becoming void, unenforceable, or otherwise invalid under any applicable law) then, notwithstanding any notice or knowledge thereof by any Lender, either Administrative Agent, any of their respective Affiliates, or any other person, at any time, the Borrower as sole, original and independent obligor, upon demand by either Administrative Agent, will make payment to such Administrative Agent, for the account of the Benefited Creditors, of all such obligations not so recoverable by way of full indemnity, in such currency and otherwise in such manner as is provided in the Loan Documents or any other applicable agreement or instrument.

(c) Guaranty Unconditional. The obligations of the Borrower under this Section 2.15 shall be unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following:

(i) any extension, renewal, settlement, compromise, waiver or release in respect to the Borrower Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise;

(ii) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligation;

(iii) any release, non-perfection or invalidity of any direct or indirect security for the Borrower Guaranteed Obligations under any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligations;

(iv) any change in the corporate existence, structure or ownership of any Credit Party or other Restricted Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Credit Party or other Restricted Subsidiary or its assets or any resulting release or discharge of any obligation of any Credit Party or other Restricted Subsidiary contained in any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations;

(v) the existence of any claim, set-off or other rights which the Borrower may have at any time against any other Credit Party, any Administrative Agent, any Lender, any Affiliate of any Lender or any other Person, whether in connection herewith or any unrelated transactions;

(vi) any invalidity or unenforceability relating to or against any other Credit Party for any reason of any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Credit Party of any of the Borrower Guaranteed Obligations; or

(vii) any other act or omission of any kind by any other Credit Party, any Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 2.15, constitute a legal or equitable discharge of the Borrower’s obligations under this Section other than the irrevocable payment in full of all Borrower Guaranteed Obligations.

(d) Borrower Obligations to Remain in Effect; Restoration. The Borrower’s obligations under this Section 2.15 shall remain in full force and effect until the Commitments shall have terminated, and the principal of and interest on the Notes and other Borrower Guaranteed Obligations, and all other amounts payable by the Borrower, any other Credit Party or other Restricted Subsidiary, under the Loan Documents or any other agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations, shall have been paid in full. If at any time any payment of any of the Borrower Guaranteed Obligations is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of such Credit Party, the Borrower’s obligations under this Section 2.15 with respect to such payment shall be reinstated at such time as though such payment had been due but not made at such time.

(e) Waiver of Acceptance, etc. The Borrower irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any person against any other Credit Party or any other Person, or against any collateral or guaranty of any other Person.

(f) Subrogation. Until the indefeasible payment in full of all of the Obligations and the termination of the Commitments hereunder, the Borrower shall have no rights, by operation of law or otherwise, upon making any payment under this Section to be subrogated to the rights of the payee against any other Credit Party with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by any such Credit Party in respect thereof.

(g) Effect of Stay. If acceleration of the time for payment of any amount payable by any Credit Party under any of the Borrower Guaranteed Obligations is stayed upon insolvency, bankruptcy or reorganization of such Credit Party, all such amounts otherwise subject to acceleration under the terms of any applicable agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations shall nonetheless be payable by the Borrower under this Section 2.15 forthwith on demand by the applicable Administrative Agent.

Section 2.16 Extension Amendments.

(a) Extension of Revolving Facility Termination Date.

(i) The Borrower may, from time to time (such date, the “Revolving Facility Extension Request Date”), by written notice to the Revolver Administrative Agent, request an extension of the Revolving Facility Termination Date in effect at such time to the extended maturity date specified in such notice. The Revolver Administrative Agent shall promptly (and in any case, within two Business Days of its receipt of such notice), notify each Revolving Lender of such request, and each Revolving Lender shall in turn, in its sole discretion, promptly notify the Borrower and the Revolver Administrative Agent in writing as to whether such Lender will consent to such extension. If any Revolving Lender shall fail to notify the Revolver Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Revolving Facility Termination Date at least 45 days prior to the Revolving Facility Termination Date, such Lender shall be deemed to be a Non-Consenting Revolving Lender with respect to such extension request. The Revolver Administrative Agent shall promptly notify the Borrower of the decision of the Revolving Lenders regarding the Borrower’s request for an extension of the Revolving Facility Termination Date.

(ii) If all the Revolving Lenders consent in writing to any such request in accordance with subsection (i) of this Section 2.16(a), the Revolving Facility Termination Date in effect at such time shall, effective as at the Revolving Facility Extension Request Date (the “Revolving Facility Extension Date”), be extended to the extended maturity date specified in such notice; provided that on each Revolving Facility Extension Date the applicable conditions set forth in Section 4.02 shall be satisfied. If less than all of the Revolving Lenders consent in writing to any such request in accordance with subsection (i) of this Section 2.16(a), the Revolving Facility Termination Date in effect at such time shall, effective as at the applicable Revolving Facility Extension Date and subject to subsection (iv) of this Section 2.16(a), be extended as to those Revolving Lenders that so consented (each a “Consenting Revolving Lender”) but shall not be extended as to any other Revolving Lender (each a “Non-Consenting Revolving Lender”). To the extent

that the Revolving Facility Termination Date is not extended as to any Revolving Lender pursuant to this Section 2.16(a) and the Commitment of such Lender is not assumed in accordance with subsection (iii) of this Section 2.16(a) on or prior to the applicable Revolving Facility Extension Date, the Revolving Commitment of such Non-Consenting Revolving Lender shall automatically terminate in whole on such unextended Revolving Facility Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Revolving Lender’s rights under Sections 3.04, 11.01 or 11.02, and its obligations under Section 9.09, shall survive the Revolving Facility Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Revolving Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Revolving Facility Termination Date.

(iii) If less than all of the Revolving Lenders consent to any such request pursuant to subsection (i) of this Section 2.16(a), the Revolver Administrative Agent shall promptly so notify the Consenting Revolving Lenders, and each Consenting Revolving Lender may, in its sole discretion, give written notice to the Revolver Administrative Agent not later than 30 days prior to the Revolving Facility Termination Date of the amount of the Non-Consenting Revolving Lenders’ Revolving Commitments for which it is willing to accept an assignment. If the Consenting Revolving Lenders notify the Revolver Administrative Agent that they are willing to accept assignments of Revolving Commitments in an aggregate amount that exceeds the amount of the Revolving Commitments of the Non-Consenting Revolving Lenders, such Revolving Commitments shall be allocated among the Consenting Revolving Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Revolver Administrative Agent. If after giving effect to the assignments of Revolving Commitments described above there remains any Revolving Commitments of Non-Consenting Revolving Lenders, the Borrower may arrange for one or more Consenting Revolving Lenders or other Lenders (in accordance with and subject to the restrictions set forth in Section 11.06(b)) ((each, an “Assuming Revolving Lender”) to assume, effective as of the Revolving Facility Extension Date, any Non-Consenting Revolving Lender’s Commitment and all of the obligations of such Non-Consenting Revolving Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Revolving Lender; provided, however, that the amount of the Revolving Commitments of any such Assuming Revolving Lender as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Revolving Commitments of such Non-Consenting Revolving Lender is less than $10,000,000, in which case such Assuming Revolving Lender shall assume all of such lesser amount; and provided further that:

(A) any such Consenting Revolving Lender or Assuming Revolving Lender shall have paid to such Non-Consenting Revolving Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the Revolving Facility Exposure, if any, of such Non-Consenting Revolving Lender plus (B) any accrued but unpaid Fees owing to such Non-Consenting Revolving Lender as of the effective date of such assignment;

(B) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Revolving Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Revolving Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Revolving Lender; and

(C) with respect to any such Assuming Revolving Lender, the applicable processing and recordation fee required under Section 11.06(b)(iv) for such assignment shall have been paid;

provided further that such Non-Consenting Revolving Lender’s rights under Sections 3.04, 11.01 or 11.02, and its obligations under Section 9.09, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Revolving Facility Extension Date, (A) each such Assuming Revolving Lender, if any, shall have delivered to the Borrower and the Revolver Administrative Agent an Assignment and Assumption Agreement, duly executed by such Assuming Revolving Lender, such Non-Consenting Revolving Lender, the Borrower and the Revolver Administrative Agent, (B) any such Consenting Revolving

Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Revolver Administrative Agent as to the increase in the amount of its Revolving Commitment and (C) each Non-Consenting Revolving Lender being replaced pursuant to this Section 2.16 shall have delivered to the Revolver Administrative Agent any Note or Notes held by such Non-Consenting Revolving Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Revolving Lender or Assuming Revolving Lender, as of the Revolving Facility Extension Date, will be substituted for such Non-Consenting Revolving Lender under this Agreement and shall be a Revolving Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Revolving Lender hereunder shall, by the provisions hereof, be released and discharged.

(iv) If (after giving effect to any assignments or assumptions pursuant to subsection (iii) of this Section 2.16(a)) Lenders having Revolving Commitments equal to at least 50% of the Revolving Commitments in effect immediately prior to the Revolving Facility Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assignment and Assumption Agreement or otherwise) not later than one Business Day prior to such Revolving Facility Extension Date, the Administrative Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Section 4.02, the Revolving Facility Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.16, and all references in this Agreement, and in the Notes, if any, to the “Revolving Facility Termination Date” shall, with respect to each Consenting Revolving Lender and each Assuming Revolving Lender for such Revolving Facility Extension Date, refer to the Revolving Facility Termination Date as so extended. Promptly following each Revolving Facility Extension Date, the Revolver Administrative Agent shall notify the Revolving Lenders (including, without limitation, each Assuming Revolving Lender) of the extension of the scheduled Revolving Facility Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Revolving Lender and each such Assuming Revolving Lender.

(b) Term Loan Extensions.

(i) The Borrower may, by written notice to the Term Loan Administrative Agent from time to time, request an extension (each, a “Term Loan Extension”) of the maturity date of any Class of Term Loans to the extended maturity date specified in such notice. Such notice shall (1) set forth the amount of the applicable Class of Term Loans that will be subject to the Term Loan Extension (which shall be in minimum increments of $1,000,000 and a minimum amount of $25,000,000), (2) set forth the date on which such Term Loan Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Term Loan Extension notice (or such longer or shorter periods as the Term Loan Administrative Agent shall agree in its sole discretion)) and (3) identify the relevant Class of Term Loans to which such Term Loan Extension relates. Each Lender of the applicable Class shall be offered (a “Term Loan Extension Offer”) an opportunity to participate in such Term Loan Extension on a pro rata basis and on the same terms and conditions as each other Lender of such Class pursuant to procedures established by, or reasonably acceptable to, the Term Loan Administrative Agent and the Borrower. If the aggregate principal amount of Term Loans in respect of which Lenders shall have accepted the relevant Term Loan Extension Offer shall exceed the maximum aggregate principal amount of Term Loans subject to the Term Loan Extension Offer as set forth in the Term Loan Extension notice, then the Term Loans of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Term Loan Extension Offer.

(ii) The following shall be conditions precedent to the effectiveness of any Term Loan Extension: (1) the applicable conditions set forth in Section 4.02 shall have been satisfied as of the effective date of the Term Loan Extension and (2) the terms of such Extended Term Loans shall comply with paragraph (b)(iii) of this Section 2.16.

(iii) The terms of each Term Loan Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in a Term Loan Extension Amendment; provided that (1) the final maturity date of any Extended Term Loan shall be no earlier than the Term Loan Maturity Date, (2) the average life to maturity of the Extended Term Loans shall be no shorter than the remaining average life to maturity of the existing Term Loans, (3) the Extended Term Loans will rank pari passu in right of payment and with respect to security with the existing Term Loans and the borrower and guarantors of the Extended Term Loans shall be the same as the Borrower and Guarantors with respect to the existing Term Loans, (4) the interest rate margin, rate floors, fees, original issue discount and premium applicable to Extended Term Loans shall be determined by the Borrower and the applicable extending Lenders, (5) the Extended Term Loans may participate on a pro rata or less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the other Term Loans and (6) the terms of the Extended Term Loans shall be substantially identical to the existing Term Loans (except as set forth in clauses (1) through (5) above).

(iv) In connection with any Term Loan Extension, the Borrower, the Term Loan Administrative Agent and each applicable extending Lender shall execute and deliver to the Term Loan Administrative Agent a Term Loan Extension Amendment and such other documentation as the Term Loan Administrative Agent shall reasonably specify to evidence the Term Loan Extension. The Term Loan Administrative Agent shall promptly notify each Lender as to the effectiveness of each Term Loan Extension. Any Term Loan Extension Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Term Loan Administrative Agent and the Borrower, to implement the terms of any such Term Loan Extension, including any amendments necessary to establish Extended Term Loans as a new Class of Term Loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Term Loan Administrative Agent and the Borrower in connection with the establishment of such new Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches), in each case on terms consistent with this Section 2.16(b).

Section 2.17 Term Loans.

(a) On the Closing Date, and subject to and upon the terms and conditions set forth in this Agreement and the other Loan Documents, each InitialOriginal Term Loan Lender severally agrees to make a single term loan in U.S. Dollars to the Borrower in a principal amount equal to the InitialOriginal Term Loan Commitment of such Lender. Amounts borrowed under this Section 2.17(a) are referred to as the “InitialOriginal Term Loans.” The InitialOriginal Term Loans may be, from time to time, Base Rate Loans or Eurodollar Loans or a combination thereof.

(b) In addition to any other payments or prepayments required herein, the Borrower shall repay to the Term Loan Administrative Agent, for the ratable benefit of the Term Loan Lenders, the aggregate principal amount of the Term Loans outstanding in consecutive quarterly installments on the last day of each quarter beginning with the quarter ending March 31, 2018 in an amount equal to $1,962,500 (provided, however, if such payment date is not a Business Day, such payment shall be due on the preceding Business Day), unless accelerated sooner pursuant to Section 8.02.

(a) On the Amendment No. 3 Effective Date, subject to the terms and conditions and relying on the representations and warranties set forth herein and in Amendment No. 3, as applicable, (x) the New Lender agrees to make Initial Term Loans to the Borrower on the Amendment No. 3 Effective Date in an aggregate principal amount of $71,979,155.67, which amount is equal to the aggregate principal amount of all outstanding Original Term Loans that are not converted into Initial Term Loans on the Amendment No. 3 Effective Date pursuant to the “Cashless Settlement Option” in Amendment No. 3, (y) each Cashless Consenting Lender agrees, on the terms and conditions set forth in Amendment No. 3, to have the entire outstanding amount of its Original Term Loans (or such lower amount as notified and allocated to such Cashless Consenting Lender by the Amendment No. 3 Lead Arranger prior to the Amendment No. 3 Effective Date) converted into an equivalent principal amount of Initial Term Loans effective as of the Amendment No. 3 Effective Date and (z) each non-converting Consenting Lender agrees, on the

terms and conditions set forth in Amendment No. 3, to have the entire outstanding amount of its Original Term Loans (or such lower amount as notified and allocated to such non-converting Consenting Lender by the Amendment No. 3 Lead Arranger prior to the Amendment No. 3 Effective Date) prepaid on the Amendment No. 3 Effective Date and to repurchase (or cause an affiliate to repurchase, as agreed by the Amendment No. 3 Lead Arranger) an equivalent principal amount of Initial Term Loans by assignment from the New Lender following the Amendment No. 3 Effective Date. The Initial Term Loans may from time to time be Eurodollar Loans or Base Rate Loans or a combination thereof, as determined by the Borrower and notified to the Term Loan Administrative Agent in accordance with Section 2.06 and 2.10.

Section 2.18 Defaulting Lenders.

(a) Cash Collateral.

(i) At any time that there shall exist a Defaulting Lender that is a Revolving Lender, within one Business Day following the written request of the Revolver Administrative Agent or the LC Issuer (with a copy to the Revolver Administrative Agent) the Borrower shall Cash Collateralize the LC Issuer’s LC Outstandings with respect to such Defaulting Lender (determined after giving effect to Section 2.18(b)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than 103% of the LC Issuer’s LC Outstandings with respect to such Defaulting Lender.

(ii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Revolver Administrative Agent, for the benefit of the LC Issuer, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the obligations of Defaulting Lenders that are Revolving Lenders to fund participations in respect of Letters of Credit, to be applied pursuant to clause (iii) below. If at any time the Revolver Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Revolver Administrative Agent and the LC Issuer as herein provided, or that the total amount of such Cash Collateral is less than the minimum amount required pursuant to clause (i) above, the Borrower will, promptly upon demand by the Revolver Administrative Agent, pay or provide to the Revolver 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).

(iii) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.18(a) or 2.18(b) in respect of Letters of Credit shall be applied to the satisfaction of the obligations of Defaulting Lenders that are Revolving Lenders to fund participations in respect of Letters of Credit or LC Disbursements (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.

(iv) Cash Collateral (or the appropriate portion thereof) provided to reduce any LC Issuer’s LC Outstandings shall no longer be required to be held as Cash Collateral pursuant to this Section 2.18(a) following (A) the elimination of the applicable LC Outstandings (including by the termination of Defaulting Lender status of the applicable Revolving Lender), or (B) the determination by the Revolver Administrative Agent and the LC Issuer that there exists excess Cash Collateral; provided that, subject to Sections 2.18(b) through 2.18(d) the Person providing Cash Collateral and each LC Issuer may agree that Cash Collateral shall be held to support future anticipated LC Outstandings or other obligations and provided further that to the extent that such Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

(b) 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) 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 definitions of Required Lenders and Required Revolving Lenders and in Section 11.12.

(ii) Any payment of principal, interest, fees or other amounts received by the Revolver Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Revolver Administrative Agent from a Defaulting Lender pursuant to Section 10.12 shall be applied at such time or times as may be determined by the Revolver Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Revolver Administrative Agent hereunder; second, in the case of a Defaulting Lender that is a Revolving Lender, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the LC Issuer or Swing Line Lender hereunder; third, in the case of a Defaulting Lender that is a Revolving Lender, to Cash Collateralize the LC Issuer’s LC Outstandings with respect to such Defaulting Lender in accordance with Section 2.18(a); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Revolver Administrative Agent; fifth, if so determined by the Revolver Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) in the case of a Defaulting Lender that is a Revolving Lender, Cash Collateralize the LC Issuers’ future LC Outstandings with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.18(a); sixth, to the payment of any amounts owing to the Lenders, the LC Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the LC Issuer or Swing Line 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 (x) such payment is a payment of the principal amount of any Loans of a Class or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of such Class of, and LC Disbursements owed to, all Non-Defaulting Lenders of the applicable Class on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as all Loans of such Class and funded and unfunded participations in LC Disbursements and Swing Loans are held by the Lenders pro rata in accordance with the Revolving Commitments and outstanding Term Loans without giving effect to clause (iv) below and all Term Loans are held by the Term Loan Lenders pro rata as if there had been no Defaulting Lenders in such Class. 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 2.18(b)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) (A) No Defaulting Lender that is a Revolving Lender shall be entitled to receive any Unused Fee pursuant to Section 2.11(a) 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 that is a Revolving Lender shall be entitled to receive letter of credit fees pursuant to Section 2.11(c) for any period during which that Lender is a Defaulting Lender only to the extent allocable to that portion of its LC Outstandings for which it has provided Cash Collateral pursuant to Section 2.18(a).

(C) With respect to any Unused Fee or letter of credit fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that is a Revolving Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit or Swing Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each LC Issuer and Swing Line Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to the LC Issuer’s LC Outstandings or Swing Line Lender’s Swing Line Exposure with respect to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(iv) In the case of a Defaulting Lender that is a Revolving Lender, all or any part of such Defaulting Lender’s participation in Letters of Credit and Swing Loans shall be reallocated among the Non-Defaulting Lenders that are Revolving Lenders in accordance with their respective Revolving Facility Percentages (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Facility Exposure of such Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving 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) 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, prepay Swing Loans in an amount equal to the Swing Line Lender’s Swing Line Exposure with respect to such Defaulting Lender and (y) second, Cash Collateralize the LC Issuers’ LC Outstandings with respect to such Defaulting Lender in accordance with the procedures set forth in Section 2.18(a).

(c) Defaulting Lender Cure. If the Borrower and the Revolver Administrative Agent (and solely in the case of a Defaulting Lender that is a Revolving Lender, Swing Line Lender and LC Issuer) agree in writing that a Lender is no longer a Defaulting Lender, the Revolver 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, in the case of a Defaulting Lender that is a Revolving Lender, may include arrangements with respect to any Cash Collateral), that 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 Revolver Administrative Agent may determine to be necessary to cause, as applicable (i) the Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Loans to be held pro rata by the Revolving Lenders in accordance with the applicable Revolving Facility Percentage (without giving effect to Section 2.18(b)(iv)) and (ii) the Term Loans to be held by the Term Loan Lenders pro rata as if there had been no Defaulting Lender that is a Term Loan Lender, 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.

(d) New Swing Loans/Letters of Credit. So long as any Revolving Lender is a Defaulting Lender, (i) the Swing Line Lender shall not be required to fund any Swing Loans unless it is satisfied that it will have no Swing Line Exposure after giving effect to such Swing Loan and (ii) no LC Issuer shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no LC Outstandings after giving effect thereto.

Section 2.19 Increase in Revolving Commitments; Incremental Term Loans.

(a) The Borrower may, by written notice to the applicable Administrative Agent, request (1) during the period from the Closing Date until the Revolving Facility Termination Date, that the Total Revolving

Commitment be increased (“Incremental Revolving Commitments”) and (2) during the period from the Closing Date until the Term Loan Maturity Date, to add additional tranches of Term Loans or increase the aggregate Term Loans hereunder (“Incremental Term Loans” and together with the Incremental Revolving Commitments, the “Incremental Facilities”), by an amount not to exceed the Incremental Amount; provided that no commitment of any Lender shall be increased without the consent of such Lender. 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 applicable Administrative Agent (and, in the case of Incremental Revolving Commitments, each LC Issuer and the Swing Line Lender), to provide all or any portion of an Incremental Facility (any such Person, an “Incremental Lender”). Any proposed Incremental Lender offered or approached to provide all or a portion of any Incremental Facility may elect or decline, in its sole discretion, to provide such Incremental Facility. The applicable Administrative Agent shall deliver a copy of such request to each Lender. The Borrower shall set forth in each such request the amount of the requested Incremental Facility (which amount shall be in minimum increments of $10,000,000 and a minimum amount of at least $10,000,000) and the date on which such Incremental Facility is requested to become effective. Commitments in respect of any Incremental Facility shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, the applicable Incremental Lenders and the Administrative Agents. An Incremental Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agents, to effect the provisions of this Section. Subject to Section 1.07 in the case of a Limited Condition Transaction, no such Incremental Facility shall be effective unless (x) all of the conditions set forth in Section 4.02, both before and after giving effect to such Incremental Revolving Commitments or Incremental Term Loans, shall have been satisfied and (y) the Borrower shall have provided to the applicable Administrative Agent a certificate of an Authorized Officer (and such Administrative Agent shall deliver a copy of such certificate to each Lender) certifying that the conditions set forth in the immediately preceding clause (x) have been satisfied.

(b) Each Incremental Facility shall rank pari passu in right of payment with the Obligations and shall only be secured by the Collateral and guaranteed by the Guarantors. Any Incremental Revolving Commitments shall be on the same terms as the Revolving Commitments. Each Incremental Term Loan shall be subject to the same terms as the Initial Term Loans, except that:

(i) If the Initial Yield applicable to any Incremental Term Loan exceeds by more than 0.50% the Initial Yield then in effect for the existing Term Loans, the existing Term Loans shall be increased to the extent necessary so that the Initial Yield in respect of such Term Loans is equal to the Initial Yield for such Incremental Term Loans minus 0.50% per annum (provided that if the applicable Incremental Term Loan includes any interest rate floor greater than that applicable to the existing Term Loans, such excess amount shall be equated to interest rate margin for determining the increase, but only to the extent an increase in the interest rate floor in the applicable Term Loans would cause an increase in the interest rate then in effect thereunder at the time of determination, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans shall be increased to the extent of each differential between interest rate floors) (the “MFN Protection”).;

(ii) the final stated maturity for such Incremental Term Loans may be the same as or later (but not sooner) than the Latest Maturity Date applicable to then existing Term Loans;

(iii) the amortization requirements for such Incremental Term Loans may differ from those of the then-existing Term Loans; provided that the Weighted Average Life to Maturity of such Incremental Term Loans is no shorter than the Average Weighted Life to Maturity of the then outstanding Term Loans;

(iv) any Incremental Term Loans may provide for the ability to participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of the Term Loans; and

(v) other terms may differ if reasonably satisfactory to the Borrower and the Incremental Lenders providing such Incremental Term Loans; provided that the other terms of Incremental Term Loans

that are not substantially similar to the then-existing Term Loans (other than pursuant to clauses (i)-(iv) above) shall be (taken as a whole) not materially more favorable (as reasonably determined by the Borrower) to the relevant Incremental Lenders than those applicable to the then-existing Term Loans or or such terms shall be current market terms (as reasonably determined by the Borrower) for such type of Indebtedness (except for covenants or other provisions (A) applicable only to periods after the Latest Maturity Date of the then-existing Term Loans at the time of incurrence or (B) also provided to the relevant Lenders of the then-existing Term Loans).

(c) Each of the parties hereto agrees that the Revolver Administrative Agent may take any and all actions as may be reasonably necessary to ensure that after giving effect to any increase in the Total Revolving Commitment pursuant to this Section 2.19, the outstanding Revolving Loans (if any) are held by the Lenders with Revolving Commitments in accordance with their new Revolving Facility Percentages. This may be accomplished at the discretion of the Revolver Administrative Agent: (w) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of new Revolving Borrowings; (x) by causing existing Lenders to assign portions of their outstanding Revolving Loans (but not their Revolving Commitments) to Incremental Lenders; (y) by permitting the Revolving Borrowings outstanding at the time of any increase in the Total Revolving Commitment pursuant to this Section 2.19 to remain outstanding until the last days of the respective Interest Periods therefor, even though the Revolving Lenders would hold such Revolving Borrowings other than in accordance with their new Revolving Facility Percentages; or (z) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (d) shall be subject to Section 3.02, but otherwise without premium or penalty.

(d) Each of the parties hereto acknowledges and agrees that, if there are any Material Real Properties subject to a Mortgage, any increase, extension or renewal of any of the Commitments or Loans (including the provision of Incremental Term Loans or Incremental Revolving Commitments, but excluding (i) any Continuation or Conversion of Borrowings, (ii) the making of any Revolving Loans or Swing Loans or (iii) the issuance, renewal or extension of Letters of Credit) shall be subject to (and conditioned upon): (1) delivery, ten (10) Business Days prior to such increase, extension or renewal, of all flood hazard determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation with respect to such properties as required by flood insurance laws and as otherwise reasonably required by the Collateral Agent and (2) the Collateral Agent shall have received written confirmation from the Lenders that the flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably withheld, conditioned or delayed).

Section 2.20 Refinancing Amendments.

(a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans (which for purposes of this sentence will be deemed to include any Incremental Term Loans or Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) then outstanding under this Agreement (which for purposes of this sentence will be deemed to include any then outstanding Incremental Revolving Loans, Incremental Revolving Commitments, Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) may be secured by Liens on the Collateral on a pari passu or junior basis with respect to the Liens on the Collateral securing the other Loans and Commitments hereunder (provided that to the extent such Term Loans are secured by junior liens the applicable parties shall have entered into a customary intercreditor agreement reasonably satisfactory to the Administrative Agents and the Borrower), (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof (provided, that such Credit Agreement Refinancing Indebtedness may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment), (iii) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the maturity date of the Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average

Life to Maturity that is not shorter than, the Term Loans being refinanced, (iv) the proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of the Revolving Commitments or the Other Revolving Commitments being so refinanced and (v) subject to clause (ii) above, will have terms and conditions that are substantially identical to, or no more favorable (taken as a whole) to the lenders or investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt or such terms shall be current market terms (as reasonably determined by the Borrower) for such type of Indebtedness; provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.

(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.20 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans or Other Revolving Loans and (y) an integral multiple of $10,000,000 in excess thereof in each case. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower pursuant to any Other Revolving Commitments established thereby, on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Revolving Loans, Other Term Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment 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 reasonable opinion of the Administrative Agents and the Borrower, to effect the provisions of this Section 2.20.

(c) Notwithstanding anything to the contrary in this Section 2.20 or otherwise, (i) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Loans or Other Revolving Commitments, (B) repayments required at maturity and (C) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (iii) below)) of Other Revolving Loans shall be made on a pro rata basis with all other Revolving Commitments, (ii) all Swing Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments in accordance with their Revolving Facility Percentage and (iii) the permanent repayment of Revolving Loans and termination of Revolving Commitments shall be made on a pro rata basis, except that the Borrower shall be permitted to permanently repay and terminate Revolving Commitments of any Class on a better than pro rata basis as compared to any other Class with a later maturity date than such Class.

ARTICLE III.
INCREASED COSTS, ILLEGALITY AND TAXES

Section 3.01 Inability to Determine Interest Rates.

If, prior to the commencement of any Interest Period for any Eurodollar Borrowing:

(i) the applicable Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that adequate and reasonable means do not exist for ascertaining the Adjusted Eurodollar Rate for such Interest Period, or

(ii) the applicable Administrative Agent shall have received notice from the Required Lenders that the Adjusted Eurodollar Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Loans for such Interest Period,

the applicable Administrative Agent shall give written notice (or telephonic notice, promptly confirmed in writing) to the Borrower and to such Lenders as soon as practicable thereafter. Until the applicable Administrative Agent shall notify the Borrower and such Lenders that the circumstances giving rise to such notice no longer exist (which notice shall be promptly given by the applicable Administrative Agent when such circumstances no longer exist), (i) the obligations of such Lenders to make Eurodollar Loans or to continue or convert outstanding Loans as or into Eurodollar Loans shall be suspended and (ii) all such affected Loans shall be converted into Base Rate Loans on the last day of the then current Interest Period applicable thereto unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the applicable Administrative Agent at least one (1) Business Day before the date of any Eurodollar Borrowing for which a Notice of Borrowing or a Notice of Conversion or Continuation has previously been given that it elects not to borrow, continue or convert to a Eurodollar Borrowing on such date, then such Borrowing shall be made as, continued as or converted into a Base Rate Borrowing.

If at any time the applicable Administrative Agent determines (which determination shall be conclusive and binding on the Borrower) that (i) the circumstances set forth in clause (i) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (i) above have not arisen but the supervisor for the administrator of the Eurodollar Screen Rate or a Governmental Authority having jurisdiction over such Administrative Agent has made a public statement identifying a specific date after which the Eurodollar Screen Rate shall no longer be used for determining interest rates for loans, then such Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest the Eurodollar Screen Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable.

Notwithstanding anything to the contrary in Section 11.12, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the applicable Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders of each Class stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 3.01, only to the extent the Eurodollar Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) (i) the obligations of such Lenders to make Eurodollar Loans or to continue or convert outstanding Loans as or into Eurodollar Loans shall be suspended and (ii) all such affected Loans shall be converted into Base Rate Loans on the last day of the then current Interest Period applicable thereto unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the applicable Administrative Agent at least one (1) Business Day before the date of any Eurodollar Borrowing for which a Notice of Borrowing or a Notice of Conversion or Continuation has previously been given that it elects not to borrow, continue or convert to a Eurodollar Borrowing on such date, then such Borrowing shall be made as, continued as or converted into a Base Rate Borrowing; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Section 3.02 Breakage Compensation. The Borrower shall compensate any Lender (including the Swing Line Lender), upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Fixed Rate Loans or Swing Loans and costs associated with foreign currency hedging obligations incurred by such Lender in connection with any Fixed Rate Loan) which such Lender has incurred in connection with any of the following: (i) if for any reason (other than a default by such Lender or the applicable Administrative Agent) a Borrowing of Fixed Rate Loans or Swing Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Continuation or Conversion; (ii) if any repayment, prepayment, Conversion or Continuation of any Fixed Rate Loan occurs on a date that is not the last day of an

Interest Period applicable thereto or any Swing Loan is paid prior to the Swing Loan Maturity Date applicable thereto; (iii) if any prepayment of any of its Fixed Rate Loans is not made on any date specified in a notice of prepayment given by the Borrower; (iv) as a result of an assignment by a Lender of any Fixed Rate Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrower pursuant to Section 3.05(b); or (v) as a consequence of (y) any other default by the Borrower to repay or prepay any Fixed Rate Loans when required by the terms of this Agreement or (z) an election made pursuant to Section 3.05(b). The written request of any affected Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within 10 days after receipt thereof.

Section 3.03 Taxes.

(a) Defined Terms. For purposes of this Section 3.03, the term “Lender” includes LC Issuer and the term “applicable law” includes FATCA.

(b) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.03(b)) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(c) Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the applicable Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d) Indemnification by the Borrower. The Borrower shall indemnify each Recipient, within 10 days after written 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 3.03(d)) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the applicable Administrative Agent), or by the applicable Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e) Indemnification by the Lenders. Each Lender shall severally indemnify the applicable Administrative Agent, within 10 days after written demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the applicable Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so) and (ii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the applicable Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the applicable Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the applicable Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the applicable Administrative Agent to the Lender from any other source against any amount due to the applicable Administrative Agent under this paragraph (e).

(f) Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower or any other Credit Party to a Governmental Authority pursuant to this Section 3.03, the Borrower or other Credit Party

shall deliver to the applicable Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the applicable Administrative Agent.

(g) Status of Lenders.

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the applicable Administrative Agent, at the time or times reasonably requested by the Borrower or the applicable Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the applicable 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 applicable Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the applicable Administrative Agent as will enable the Borrower or the applicable 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 Sections 3.03(g)(ii)(A), 3.03(g)(ii)(B) and 3.03(g)(ii)(D)) 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. Borrower,

(A) Any Lender that is a U.S. Person shall deliver to the Borrower and the applicable 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 applicable 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 applicable 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 applicable 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, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “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, as applicable, 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 Code, (x) a certificate substantially in the form of Exhibit G-A to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; 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 G-B or Exhibit G-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 G-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 applicable 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 applicable 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 applicable 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 Code, as applicable), such Lender shall deliver to the Borrower and the applicable Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the applicable Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C) (i) of the Code) and such additional documentation reasonably requested by the Borrower or the applicable Administrative Agent as may be necessary for the Borrower and the applicable Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the applicable Administrative Agent in writing of its legal inability to do so.

(h) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 3.03 (including by the payment of additional amounts pursuant to this Section 3.03), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the 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 paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i) The applicable Administrative Agent shall deliver to the Borrower on or prior to the date on which such Administrative Agent becomes an Administrative Agent under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower) executed copies of IRS Form W-9 certifying that such Administrative Agent is a U.S. Person and that such Administrative Agent is exempt from United States federal backup withholding Tax

(j) Survival. Each party’s obligations under this Section 3.03 shall survive the resignation or replacement of any Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Section 3.04 Increased Costs.

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement that is not otherwise included in the determination of the Adjusted Eurodollar Rate hereunder against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted Eurodollar Rate) or the LC Issuer; or

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto); or

(iii) impose on any Lender, the LC Issuer or the eurodollar interbank market any other condition affecting this Agreement or any Eurodollar Loans made by such Lender or any Letter of Credit or any participation therein;

and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing or maintaining a Eurodollar Loan or to increase the cost to such Lender or the LC Issuer of participating in or issuing any Letter of Credit or to reduce the amount received or receivable by such Lender or the LC Issuer hereunder (whether of principal, interest or any other amount), then, from time to time, such Lender or the LC Issuer may provide the Borrower (with a copy thereof to the applicable Administrative Agent) with written notice and demand with respect to such increased costs or reduced amounts, and within five (5) Business Days after receipt of such notice and demand the Borrower shall pay to such Lender or the LC Issuer, as the case may be, such additional amounts as will compensate such Lender or the LC Issuer for any such increased costs incurred or reduction suffered.

(b) If any Lender or the LC Issuer shall have determined that on or after the date of this Agreement any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the LC Issuer’s capital (or on the capital of the Parent Company of such Lender or the LC Issuer) as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender, the LC Issuer or such Parent Company could have achieved but for such Change in Law (taking into consideration such Lender’s or the LC Issuer’s policies or the policies of such Parent Company with respect to capital adequacy and liquidity), then, from time to time, such Lender or the LC Issuer may provide the Borrower (with a copy thereof to the applicable Administrative Agent) with written notice and demand with respect to such reduced amounts, and within five (5) Business Days after receipt of such notice and demand the Borrower shall pay to such Lender or the LC Issuer, as the case may be, such additional amounts as will compensate such Lender, the LC Issuer or such Parent Company for any such reduction suffered.

(c) A certificate of such Lender or the LC Issuer setting forth the amount or amounts necessary to compensate such Lender, the LC Issuer or the Parent Company of such Lender or the LC Issuer, as the case may be,

specified in subsection (a) or (b) of this Section shall be delivered to the Borrower (with a copy to the applicable Administrative Agent) and shall be conclusive, absent manifest error.

(d) Failure or delay on the part of any Lender or the LC Issuer to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the LC Issuer’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the LC Issuer under this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or the LC Issuer notifies the Borrower of such increased costs or reductions and of such Lender’s or the LC Issuer’s intention to claim compensation therefor; provided, further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then such 270 day period shall be extended to include the period of such retroactive effect.

Section 3.05 Change of Lending Office; Replacement of Lenders.

(a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 3.01, 3.03, 3.04 or 3.06 requiring the payment of additional amounts to the Lender, such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another Applicable Lending Office for any Loans or Commitments affected by such event; provided, however, that such designation is made on such terms that such Lender and its Applicable Lending Office suffer no economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of any such Section.

(b) If (a) any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.03, (b) any Lender is a Defaulting Lender or (c) any Lender does not consent to a request for an extension pursuant to Section 2.16(a) or a proposed change, waiver, discharge or termination with respect to any Loan Document requiring the approval of all Lenders or of all Lenders directly affected thereby that has been approved by the applicable Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the applicable Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth in Section 11.06(b)), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13(c), 3.04 or 3.03, as applicable) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender) (a “Replacement Lender”); provided that (i) the Borrower shall have received the prior written consent of the applicable Administrative Agent, which consent shall not be unreasonably withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of all Loans owed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) and from the Borrower (in the case of all other amounts, including any breakage compensation under Section 3.02 and prepayment premium under Section 2.13(c)), and (iii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.03, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

(c) Nothing in this Section 3.05 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 3.01, 3.03 or 3.04.

Section 3.06 Illegality. If any Change in Law shall make it unlawful or impossible for any Lender to perform any of its obligations hereunder or to make, maintain or fund any Eurodollar Loan and such Lender shall so notify the applicable Administrative Agent, such Administrative Agent shall promptly give notice thereof to the Borrower and the other Lenders, whereupon until such Lender notifies the applicable Administrative Agent and the Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans, shall be suspended. In the case of the making of a Eurodollar Borrowing, such Lender’s Loan shall be made as a Base Rate Loan as part of the same Borrowing for the same Interest Period and, if the affected Eurodollar Loan is then

outstanding, such Loan shall be converted to a Base Rate Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Loan if such Lender may lawfully continue to maintain such Loan to such date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain such Eurodollar Loan to such date. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the applicable Administrative Agent, use reasonable efforts to designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

ARTICLE IV.

CONDITIONS PRECEDENT

Section 4.01 Conditions Precedent at Closing Date. The obligation of the Lenders to make Loans, and of any LC Issuer to issue Letters of Credit, is subject to the satisfaction of each of the following conditions on or prior to the Closing Date:

(i) Credit Agreement. This Agreement shall have been executed by the Borrower, the Subsidiary Guarantors, the Administrative Agents, each LC Issuer and each of the Lenders.

(ii) Notes. The Borrower shall have executed and delivered to the applicable Administrative Agent the appropriate Note or Notes for the account of each Lender that has requested the same.

(iii) Fees. The Borrower shall have paid (A) all fees required to be paid by it on the Closing Date described in the Fee Letter, (B) all fees payable to the Lenders on the Closing Date agreed to by the Borrower on or prior to the Closing Date, and (C) all reasonable fees and expenses of each of the Administrative Agents and of counsel to the Administrative Agents in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the Transactions, in each case, to the extent that such fees and expenses have been invoiced on or prior to two (2) Business Days prior to the Closing Date.

(iv) Corporate Resolutions and Approvals. Each Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of the Borrower and each Subsidiary Guarantor approving the Loan Documents to which the Borrower or any such Subsidiary Guarantor, as the case may be, is or may become a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the execution, delivery and performance by the Borrower or any such Subsidiary Guarantor of the Loan Documents to which it is or may become a party.

(v) Incumbency Certificates. Each Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary Guarantor certifying the names and true signatures of the officers of the Borrower or such Subsidiary Guarantor, as the case may be, authorized to sign the Loan Documents to which the Borrower or such Subsidiary Guarantor is a party and any other documents to which the Borrower or any such other Subsidiary Guarantor is a party that may be executed and delivered in connection herewith.

(vi) Opinions of Counsel. The Administrative Agent shall have received such opinions of counsel from counsel to the Borrower and the Subsidiary Guarantors as the Administrative Agents shall reasonably request, each of which shall be addressed to the Administrative Agents and each of the Lenders and dated the Closing Date and in form and substance reasonably satisfactory to the Administrative Agents.

(vii) Corporate Charter and Good Standing Certificates. The Administrative Agents shall have received: (A) a certified copy of the Certificate or Articles of Incorporation or equivalent formation document of the Borrower and any and all amendments and restatements thereof, certified as of a recent date by the relevant Secretary of State; (B) a good standing certificate for each Credit Party from the Secretary of State of the state of its incorporation or formation, dated as of a recent date, listing all charter documents affecting such Credit Party and certifying as to the good standing of such Credit Party; and (C)

copies of the Certificate or Articles of Incorporation or equivalent formation document of each Credit Party and any and all amendments and restatement thereof, certified by the Secretary (or equivalent officer) of such Credit Party.

(viii) Closing Certificate. The Administrative Agents shall have received a certificate substantially in the form of Exhibits D-1 and D-2, dated the Closing Date, of an Authorized Officer of the Borrower and each other Credit Party (solely with respect to clause (B)), (A) certifying (among other things) that, at and as of the Closing Date, both before and after giving effect to the initial Borrowings hereunder and the application of the proceeds thereof, compliance with Sections 4.01(x), (xi) and (xvi) and (B) attaching the documents listed in Sections 4.01(iv), (v) and (vii)(A) and (C).

(ix) Refinancing. The Administrative Agents shall have received evidence that the Refinancing has been or concurrently with the Closing Date will be consummated.

(x) Purchase. The Purchase shall have been consummated, or substantially concurrently with the initial borrowing of Initial Term Loans shall be consummated, in all material respects in accordance with the terms and conditions of the Acquisition Agreement, and the Acquisition Agreement shall not have been altered, amended or otherwise changed or supplemented or any provision or condition therein waived by the Borrower, and neither the Borrower nor any Restricted Subsidiary shall have consented to any action which would require the consent of the Borrower or any Restricted Subsidiary thereof under the Acquisition Agreement, if such alteration, amendment, change, supplement, waiver or consent would be adverse to the interests of the Lenders or the Lead Arrangers in any material respect, in any such case without the prior written consent of the Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) (it being understood and agreed that any alteration, supplement, amendment, modification, waiver or consent (a) that decreases the purchase price in respect of the Purchase by 10.0% or more shall be deemed to be adverse to the interests of the Lenders and the Lead Arrangers in a material respect, and (b) that decreases the purchase price in respect of the Purchase by less than 10.0% shall not be deemed to be adverse to the interests of the Lenders or the Lead Arrangers in any material respect, so long as such decrease is allocated to reduce the Term Loans).

(xi) No Target Material Adverse Effect. Since the date of the Acquisition Agreement, there shall not have occurred and be continuing a Material Adverse Effect (as defined in the Acquisition Agreement).

(xii) Collateral Documents. The Borrower shall have delivered to the Collateral Agent the Security Agreement, duly executed by the Borrower and each of the Subsidiary Guarantors, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as reasonably requested by the Collateral Agent in order to perfect such Liens, duly authorized by the Credit Parties, (B) a Diligence Questionnaire, duly completed and executed by the Borrower, (C) duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, (D) original certificates evidencing all issued and outstanding shares of Equity Interests of all Subsidiaries (other than Immaterial Subsidiaries) owned directly by any Credit Party (in the case of Excluded Foreign Subsidiaries, limited to 65% of the issued and outstanding voting Equity Interests of such Subsidiary and 100% of the issued and outstanding non-voting Equity Interests of such Subsidiary, as applicable); provided that any such stock certificates of the Acquired Business and its Subsidiaries will be required to be delivered on the Closing Date only to the extent in the possession of the Borrower after its use of commercially reasonable efforts to obtain such certificates prior to the Closing Date and if not required to be delivered on the Closing Date, the delivery thereof shall not be a condition to the availability of the initial Loans on the Closing Date (but shall be required to be delivered as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.11(b) or such later date as the Collateral Agent may reasonably agree), (E) original instruments or promissory notes representing or evidencing pledged indebtedness constituting Collateral; provided that any such original instruments or promissory notes of the Acquired Business and its Subsidiaries will be required to be

delivered on the Closing Date only to the extent in the possession of the Borrower after its use of commercially reasonable efforts to obtain such certificates prior to the Closing Date and if not required to be delivered on the Closing Date, the delivery thereof shall not be a condition to the availability of the initial Loans on the Closing Date (but shall be required to be delivered as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.11(b) or such later date as the Collateral Agent may reasonably agree), (F) stock or membership interest powers, note allonges or other appropriate instruments of transfer executed in blank and (G) copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches and bankruptcy searches, each of a recent date listing all effective financing statements or lien notices that name any Credit Party as debtor and that are filed in those state and county jurisdictions in which any Credit Party is organized or maintains its principal place of business and such other searches that the Collateral Agent deems necessary or appropriate;

(xiii) Insurance. Certificates of insurance issued on behalf of insurers of the Borrower and the other Credit Parties, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by the Borrower and such other Credit Parties, in each case naming the Collateral Agent as loss payee or additional insured, as the case may be, together with lender’s loss payable endorsements for such property and liability policies in form and substance satisfactory to the Collateral Agent.

(xiv) Solvency Certificate. The Administrative Agents shall have received a certificate from the chief financial officer of the Borrower certifying that the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions are Solvent.

(xv) Notice of Borrowing. A duly executed Notice of Borrowing for each Borrowing on the Closing Date.

(xvi) Representations and Warranties. On the Closing Date, the Specified Representations shall be true and correct in all material respects (provided that any such Specified Representations which are qualified by materiality, material adverse effect or similar language shall be true and correct in all respects) and the Specified Acquisition Agreement Representations shall be true and correct in all material respects (provided that any such Specified Acquisition Agreement Representations which are qualified by materiality, material adverse effect or similar language shall be true and correct in all respects).

(xvii) Financial Statements. The Administrative Agents shall have received the Historical Financial Statements and the Pro Forma Financial Statements.

(xviii) KYC. The Borrower and each other Credit Party shall have provided at least three (3) Business Days prior to the Closing Date all information requested by each Administrative Agent and each Lender in writing at least ten (10) Business Days prior to the Closing Date in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA Patriot Act.

Section 4.02 Conditions Precedent to All Borrowings and LC Issuances. The obligations of the Lenders, the Swing Line Lender and each LC Issuer to make or participate in each Borrowing or LC Issuance or, in the case of Section 4.02(a), a Continuation or Conversion, is subject, at the time thereof, to the satisfaction of the following conditions:

§ Notice. The applicable Administrative Agent (and in the case of subpart (iii) below, the applicable LC Issuer) shall have received, as applicable, (i) a Notice of Borrowing meeting the requirements of Section 2.06(b) with respect to any Borrowing (other than a Continuation or Conversion), (ii) a Notice of Continuation or Conversion meeting the requirements of Section 2.10(b) with respect to a Continuation or Conversion, or (iii) an LC Request meeting the requirements of Section 2.05(b) with respect to each LC Issuance.

§ No Default; Representations and Warranties. At the time of each Borrowing (other than any Borrowing on the Closing Date, and other than any Continuation or Conversion, but including, subject to Section 1.07, any Borrowing pursuant to Section 2.19) and also after giving effect thereto, (i) there shall exist no Default or Event of Default and (ii) all representations and warranties of the Credit Parties contained herein or in the other Loan Documents shall be true and correct in all material respects (except that if any such representation or warranty contains any materiality qualifier, such representation or warranty shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the date of such Borrowing, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects (except that if any such representation or warranty contains any materiality qualifier, such representation or warranty shall be true and correct in all respects) as of the date when made.

The acceptance of the benefits of each Credit Event shall constitute a representation and warranty by the Borrower to the Administrative Agents, the Swing Line Lender, each LC Issuer and each of the Lenders that all of the applicable conditions specified in Section 4.01 and Section 4.02 have been satisfied as of the times referred to in such Sections.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agents, the Lenders and each LC Issuer to enter into this Agreement and to make the Loans and to issue and to participate in the Letters of Credit provided for herein, the Borrower and the other Credit Parties each makes the following representations and warranties to, and agreements with, the Administrative Agents, the Lenders and each LC Issuer, on and as of the date of the execution and delivery of this Agreement and the date of any Borrowing, all of which shall survive the execution and delivery of this Agreement and each Borrowing:

Section 5.01 Corporate Status. Each of the Borrower and its Restricted Subsidiaries (other than any Immaterial Subsidiaries) (i) is a duly organized or formed and validly existing corporation, partnership or limited liability company, as the case may be, in good standing or in full force and effect under the laws of the jurisdiction of its formation and has the corporate, partnership or limited liability company power and authority, as applicable, to own its property and assets and to transact the business in which it is engaged and presently proposes to engage, and (ii) has duly qualified and is authorized to do business in all jurisdictions where it is required to be so qualified or authorized except where the failure to be so qualified would not have a Material Adverse Effect. Schedule 5.01 lists, as of the Closing Date, each Subsidiary of the Borrower (and the direct and indirect ownership interest of the Borrower therein), and such Schedule identifies each Subsidiary that is an Unrestricted Subsidiary, Foreign Subsidiary, an Immaterial Subsidiary or a Special Subsidiary as of the Closing Date.

Section 5.02 Corporate Power and Authority. Each Credit Party has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of the Loan Documents to which it is party and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is party. Each Credit Party has duly authorized, executed and delivered each Loan Document to which it is party and each Loan Document to which it is party constitutes the legal, valid and binding agreement and obligation of such Credit Party enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

Section 5.03 No Violation. Neither the execution, delivery and performance by any Credit Party of the Loan Documents to which it is party nor compliance with the terms and provisions thereof (i) will contravene any provision of any law, statute, rule, regulation, order, writ, injunction or decree of any Governmental Authority in a manner that is materially adverse to the Borrower or its Restricted Subsidiaries, (ii) will conflict with or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the

creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of the Borrower or its Restricted Subsidiaries pursuant to the terms of any promissory note, bond, debenture, indenture, mortgage, deed of trust, credit or loan agreement, or any other Material Agreement, or (iii) will violate any provision of the Organizational Documents of the Borrower or its Restricted Subsidiaries.

Section 5.04 Governmental Approvals. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any Governmental Authority is required to authorize or is required as a condition to (i) the execution, delivery and performance by any Credit Party of any Loan Document to which it is a party or any of its obligations thereunder, or (ii) the legality, validity, binding effect or enforceability of any Loan Document to which any Credit Party is a party, except in each case where the failure to obtain such authorization, order, consent, approval, license, authorization, validation, filing, recording, registration, or exemption so would not reasonably be expected to have a Material Adverse Effect.

Section 5.05 Litigation. There are no actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened with respect to the Borrower or any of its Restricted Subsidiaries (i) that have had, or would reasonably be expected to have, a Material Adverse Effect, or (ii) that question the validity or enforceability of any of the Loan Documents, or of any action to be taken by the Borrower or any of the other Credit Parties pursuant to any of the Loan Documents.

Section 5.06 Use of Proceeds; Margin Regulations.

(a) The Borrower will use the proceeds of (i) the Term Loans made on the Closing Date to finance the Transactions and pay Transaction Costs and (ii) Revolving Loans, Swing Loans and LC Issuances made on and after the Closing Date to provide working capital and funds for general corporate purposes, in each case, not inconsistent with the terms of this Agreement; provided that except for the payment of any purchase price adjustment under the Acquisition Agreement (including, without limitation, any working capital adjustment), no more $25,000,000 of the proceeds of Revolving Loans borrowed on the Closing Date may be used to finance the Transactions or pay Transaction Costs.

(b) No part of the proceeds of any Credit Event will be used directly or indirectly to purchase or carry Margin Stock, or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, in violation of any of the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve System. The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. At no time would more than 25% of the value of the assets of the Borrower or of the Borrower and its consolidated Subsidiaries that are subject to any “arrangement” (as such term is used in Section 221.2(g) of such Regulation U) hereunder be represented by Margin Stock.

(c) The proceeds of the Initial Term Loans made on the Amendment No. 3 Effective Date will be used solely to prepay all of the Original Term Loans outstanding immediately prior to the Amendment No. 3 Effective Date. For the avoidance of doubt, the Original Term Loans may be converted into Initial Term Loans as contemplated by Amendment No. 3.

Section 5.07 Financial Statements.

(a) The Borrower has furnished to the Administrative Agents and the Lenders complete and correct copies of (a) the audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as of December 31, 2016 and December 31, 2015 and the related audited consolidated statements of income, shareholders’ equity, and cash flows of the Borrower and its consolidated Subsidiaries for each of the fiscal years of the Borrower then ended, in each case accompanied by the report thereon of PricewaterhouseCoopers LLP and (b) the unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as of September 30, 2017, June 30, 2017 and March 31, 2017, and the related unaudited consolidated statements of income, shareholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries for each of the fiscal quarters then ended (clauses (a) and (b) collectively, the “Historical Financial Statements”). All such financial statements have been prepared in accordance with GAAP, consistently applied (except as stated therein), and fairly present in

all material respects the financial position of the Borrower and its Subsidiaries as of the respective dates indicated and the consolidated results of their operations and cash flows for the respective periods indicated, subject in the case of any such financial statements that are unaudited, to the absence of footnotes and normal year-end audit adjustments, none of which shall be material. The Borrower has furnished to the Administrative Agents and the Lenders complete and correct copies of the pro forma consolidated balance sheet as of September 30, 2017 and the pro forma consolidated statements of operations for year ended September 30, 2017, in each case of the Borrower and its Subsidiaries (such pro forma balance sheet and statements of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions as if such transactions had occurred on such date or at the beginning of such period, as the case may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof.

(b) The consolidated forecasted balance sheet and statements of income, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for the fiscal years 2018 through 2021 prepared by the Borrower and delivered to the Administrative Agents and any private-side Lenders (the “Financial Projections”) were prepared on behalf of the Borrower in good faith after taking into account historical levels of business activity of the Borrower and its Subsidiaries, known trends, including general economic trends, and all other information, assumptions and estimates considered by management of the Borrower and its Subsidiaries to be pertinent thereto; provided, however, that no representation or warranty is made as to the impact of future general economic conditions or as to whether the Borrower’s projected consolidated results as set forth in the Financial Projections will actually be realized, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results for the periods covered by the Financial Projections may differ materially from the Financial Projections.

Section 5.08 Solvency. The Borrower has received consideration that is the reasonable equivalent value of the obligations and liabilities that the Borrower has incurred to the Administrative Agents, each LC Issuer and the Lenders under the Loan Documents. On the Closing Date (after giving effect to the Transactions) immediately following the making of the Loans and after giving effect to the application of the proceeds of such Loans, the Borrower and its Subsidiaries on a consolidated basis will be Solvent.

Section 5.09 No Material Adverse Change. Since December 31, 2016, there has been no change in the financial condition, business or operations of the Borrower and its Restricted Subsidiaries taken as a whole, except for changes none of which, individually or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect.

Section 5.10 Tax Returns and Payments. The Borrower and each of its Restricted Subsidiaries has filed all federal and state income tax returns and all other material tax returns, domestic and foreign, required to be filed by it and has paid all material taxes and assessments payable by it that have become due, other than those not yet delinquent and except for those contested in good faith. The Borrower and each of its Restricted Subsidiaries has established on its books such charges, accruals and reserves in respect of taxes, assessments, fees and other governmental charges for all fiscal periods as are required by GAAP.

Section 5.11 Title to Properties, etc. The Borrower and each of its Restricted Subsidiaries has good and marketable title, in the case of Real Property, and good title (or valid Leaseholds, in the case of any leased property), in the case of all other property, to all properties and assets necessary to the conduct of its respective business free and clear of Liens other than Permitted Liens, except in each case where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

Section 5.12 Lawful Operations, etc. The Borrower and each of its Restricted Subsidiaries: (i) hold all necessary foreign, federal, state, local and other governmental licenses, registrations, certifications, permits and authorizations necessary to conduct its business; and (ii) is in compliance with all requirements imposed by law, regulation or rule, whether foreign, federal, state or local, that are applicable to it, its operations, or its properties and assets, including requirements of Environmental Laws, except, in each case, for any failure to obtain and maintain in

effect, or noncompliance that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Section 5.13 Environmental Matters.

(a) The Borrower and each of its Restricted Subsidiaries is in compliance with all Environmental Laws, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) is not reasonably likely to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and its Restricted Subsidiaries under any Environmental Law have been secured and the Borrower and its Restricted Subsidiaries are in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Restricted Subsidiary is a party or that would affect the ability of the Borrower or such Restricted Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not reasonably likely to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of any Borrower, threatened against the Borrower or any of its Restricted Subsidiaries or any Real Property of the Borrower or any of its Restricted Subsidiaries wherein an unfavorable decision, ruling or finding is reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Restricted Subsidiaries or on any property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Restricted Subsidiary has received written notice, that are reasonably likely: (i) to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries or any Real Property of the Borrower or any of its Restricted Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect.

(b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Restricted Subsidiaries or (ii) Released on any such Real Property, in each case where such occurrence or event is not in compliance with Environmental Laws and is reasonably likely to have a Material Adverse Effect.

Section 5.14 Compliance with ERISA. Each Plan is in material compliance with the applicable provisions of ERISA, the Code and other requirements of law. Each Plan under Section 3(1) of ERISA has not been assessed, and is not reasonably expected to have assessed, any material tax or penalty under Code Section 4980H. Each Qualified Plan (i) has received a favorable determination from the IRS applicable to the Qualified Plan’s then current five-year remedial amendment cycle (as described in Revenue Procedure 2007-44) or (ii) is maintained under a prototype or volume submitter plan and may rely upon a favorable opinion or advisory letter issued by the IRS with respect to such prototype or volume submitter plan. Nothing has occurred which would cause the loss of their reliance on the Qualified Plan’s favorable determination letter or opinion letter. No ERISA Event or Foreign Plan Event has occurred or is expected to occur that (either individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.14: (i) there are no pending or to the best of the Borrower’s and ERISA Affiliate’s knowledge, threatened claims, actions or lawsuits with respect to a Plan other than routine claims for benefits provided by the Plans and (ii) neither Borrower nor any Restricted Subsidiary has violated the fiduciary responsibility rules with respect to any Plan. Except as set forth on Schedule 5.14, neither the Borrower nor any Restricted Subsidiary of the Borrower nor any ERISA Affiliate is at the date hereof, or has been at any time within the six years preceding the date hereof, an employer required to contribute to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any Restricted Subsidiary of the Borrower nor any ERISA Affiliate has any contingent liability with respect to any post-retirement “employee welfare benefit plan” (as such term is defined in ERISA) except as has been disclosed to the Administrative Agents and the Lenders in writing.

Section 5.15 Intellectual Property, etc. The Borrower and each of its Restricted Subsidiaries is in the process of obtaining, has obtained or has the right to use all material Patents, Trademarks, service marks, trade names, Copyrights, licenses and other rights with respect to the foregoing intellectual property necessary for the present and planned future conduct of its business, without any known conflict with the rights of others, except for such Patents, Trademarks, service marks, trade names, Copyrights, licenses and rights, the loss of which, and such conflicts which, in any such case individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Section 5.16 Investment Company Act. Neither the Borrower nor any of its Restricted Subsidiaries is subject to regulation with respect to the creation or incurrence of Indebtedness under the Investment Company Act of 1940, as amended.

Section 5.17 Insurance. The Borrower and each of its Restricted Subsidiaries maintains insurance coverage by such insurers and in such forms and amounts and against such risks as are generally consistent with industry standards and in each case in compliance with the terms of Section 6.03. With respect to each parcel of Collateral subject to a Mortgage that is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a “special flood hazard area” with respect to which flood insurance has been made available under Flood Insurance Laws, the applicable Credit Party (A) has obtained and will maintain, with financially sound and reputable insurance companies (except to the extent that any insurance company insuring such property ceases to be financially sound and reputable after the Closing Date, in which case, the Borrower shall promptly replace such insurance company with a financially sound and reputable insurance company), such flood insurance in such reasonable total amount as each of the Administrative Agents may from time to time reasonably require, and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to Flood Insurance Laws and (B) promptly upon request of any Administrative Agent, will deliver to each of the Administrative Agents evidence of such compliance in form and substance reasonably acceptable to each of the Administrative Agents, including, without limitation, evidence of annual renewals of such insurance.

Section 5.18 True and Complete Disclosure.

(a) All factual information (taken as a whole) furnished by or on behalf of the Borrower or any of its Restricted Subsidiaries in writing to the Administrative Agents or any Lender in connection with this Agreement, other than the Financial Projections (as to which representations are made only as provided in Section 5.07(b)), is true and accurate in all material respects on the date as of which such information is dated or certified and not incomplete by omitting to state any material fact necessary to make such information (taken as a whole) not misleading at such time in light of the circumstances under which such information was provided, except that any such future information consisting of financial projections prepared by the Borrower or any of its Restricted Subsidiaries is only represented herein as being based on good faith estimates and assumptions believed by such persons to be reasonable at the time made, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ materially from the projected results.

(b) As of the Amendment No. 3 Effective Date, the information included in the Beneficial Ownership Certification delivered pursuant to Amendment No. 3 is true and correct in all respects.

Section 5.19 [Reserved].

Section 5.20 Anti-Corruption Laws and Sanctions.

(a) None of the Borrower nor any of its Subsidiaries nor, to the knowledge of any Responsible Officer of the Borrower, any of their respective directors or officers, or any of their respective employees or agents acting or benefitting in any capacity in connection with this Agreement, (i) is a Person that is owned or controlled by a Sanctioned Person, (ii) is a Sanctioned Person or (iii) is located, organized or resident in a Sanctioned Country.

(b) (i) The Borrower and its Subsidiaries have conducted their businesses in compliance with Anti-Terrorism Law and Anti-Corruption Laws and applicable Sanctions and have instituted and maintained policies and procedures designed to promote and achieve compliance with Anti-Terrorism Law and Anti-Corruption Laws and applicable Sanctions in all material respects, and (ii) no Borrowing or Letter of Credit or use of proceeds thereof will violate Anti-Corruption Laws or applicable Sanctions.

Section 5.21 [Reserved].

Section 5.22 Collateral Documents.

(a) The Security Agreement is effective to create in favor of the Collateral Agent for the benefit of the Creditors a legal, valid and enforceable security interest in the Collateral (as defined therein), and when UCC financing statements in appropriate form are filed in the offices specified on Schedule 3 to the Security Agreement, each Lien created under the Security Agreement shall constitute a fully perfected Lien (to the extent that such Lien may be perfected by the filing of a UCC financing statement) on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 7.03 which are prior as a matter of law. When the certificates evidencing all Equity Interests pledged pursuant to the Security Agreement are delivered to the Collateral Agent pursuant to Section 4.01(xii) or the Security Agreement, together with appropriate stock powers or other similar instruments of transfer duly executed in blank, the Liens in such Equity Interests shall be fully perfected first priority security interests, perfected by “control” as defined in the UCC.

(b) When the filings in subsection (a) of this Section are made and when, if applicable, the Patent Security Agreements and the Trademark Security Agreements are filed in the United States Patent and Trademark Office and the Copyright Security Agreements are filed in the United States Copyright Office, each Lien created under the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in the Patents, Trademarks and Copyrights, if any, in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person.

(c) Each Mortgage, when duly executed and delivered by the relevant Credit Party, will be effective to create in favor of the Collateral Agent for the ratable benefit of the Creditors a legal, valid and enforceable Lien on all of such Credit Party’s right, title and interest in and to the Real Property of such Credit Party covered thereby and the proceeds thereof, and when such Mortgage is filed in the real estate records where the respective property subject to a Mortgage is located, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of such Credit Party in such Real Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 7.03 which are prior as a matter of law.

(d) Except to the extent that flood insurance is maintained as required pursuant to Section 6.03, no Mortgage encumbers improved real property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968.

Section 5.23 EEA Financial Institutions. No Credit Party is an EEA Financial Institution.

ARTICLE VI.
AFFIRMATIVE COVENANTS

The Borrower and the other Credit Parties each hereby covenants and agrees that on the Closing Date and thereafter, so long as this Agreement is in effect and until such time as the Commitments have been

terminated, no Notes remain outstanding and the Loans, together with interest, Fees and all other Obligations incurred hereunder and under the other Loan Documents, have been paid in full, as follows:

Section 6.01 Reporting Requirements. The Borrower will furnish to the Administrative Agents:

(a) Annual Financial Statements. As soon as available and in any event within 90 days after the close of each fiscal year of the Borrower beginning with the fiscal year ending December 31, 2017, the consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, of stockholders’ equity and of cash flows for such fiscal year, in each case setting forth comparative figures for the preceding fiscal year, all in reasonable detail and accompanied by management’s discussion and analysis of such financial statements and the opinion with respect to such consolidated financial statements of independent public accountants of recognized national standing selected by the Borrower, which opinion shall be unqualified (other than any qualification that is expressly solely with respect to, or expressly resulting solely from, (A) an upcoming maturity date of any Indebtedness or (B) any potential inability to satisfy a financial maintenance covenant under any Indebtedness on a future date or in a future period) and shall (i) state that such accountants audited such consolidated financial statements in accordance with generally accepted auditing standards, that such accountants believe that such audit provides a reasonable basis for their opinion, and that in their opinion such consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated subsidiaries as at the end of such fiscal year and the consolidated results of their operations and cash flows for such fiscal year in conformity with generally accepted accounting principles, or (ii) contain such statements as are customarily included in unqualified reports of independent accountants in conformity with the recommendations and requirements of the American Institute of Certified Public Accountants (or any successor organization); provided, however, that the Borrower may also comply with this subpart by publishing, and if so published shall be deemed to have delivered on such date, such statements and reports on its internet website, the Electronic Data Gathering, Analysis and Retrieval system (XXXXX) or any successor filing system of the SEC or in another publicly accessible electronic database and giving the Administrative Agents notice thereof.

(b) Quarterly Financial Statements. As soon as available and in any event within 50 days after the close of each of the quarterly accounting periods in each fiscal year of the Borrower beginning with the fiscal quarter ending March 31, 2018, the unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at the end of such quarterly period and the related unaudited consolidated statements of income and of cash flows for such quarterly period and/or for the fiscal year to date, and setting forth, in the case of such unaudited consolidated statements of income and of cash flows, comparative figures for the related periods in the prior fiscal year and accompanied by management’s discussion and analysis of such financial statements, and which shall be certified on behalf of the Borrower by the Chief Financial Officer of the Borrower, subject to changes resulting from normal year-end audit adjustments; provided, however, that the Borrower may also

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AMENDMENT NO. 3 TO THE CREDIT AGREEMENT