2- WHEREAS, Holdings and the Borrower have requested an amendment to the Credit Agreement pursuant to which certain provisions of the Credit Agreement will be amended as set forth herein; WHEREAS, Section 2.14 of the Credit Agreement permits the...

Execution Version -1- AMENDMENT NO. 12 TO CREDIT AGREEMENT AMENDMENT NO. 12 TO CREDIT AGREEMENT, dated as of May 30, 2025 (this “Amendment”), among TEMPO INTERMEDIATE HOLDING COMPANY II, LLC, a Delaware limited liability company (“Holdings”), TEMPO ACQUISITION, LLC, a Delaware limited liability company (the “Borrower”), each of the Guarantors party hereto, BANK OF AMERICA, N.A., as administrative agent and collateral agent (in such capacities and including any permitted successor or assign, the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below) and as the Swing Line Lender, the 2025 Incremental Revolving Credit Lenders (as defined below) party hereto, each L/C Issuer party hereto and, solely for purposes of Section 5.7 hereto, the Replaced L/C Issuer (as defined below). W I T N E S S E T H: WHEREAS, Holdings, the Borrower, the Guarantors, the Lenders, the Administrative Agent and certain other parties entered into a Credit Agreement, dated as of May 1, 2017 (as amended by Amendment No. 1 to Credit Agreement, dated as of November 27, 2017, by and among Holdings, the Borrower, the Guarantors party thereto, the Administrative Agent and the First Incremental Term Lenders party thereto, as further amended by Amendment No. 2 to Credit Agreement, dated as of November 15, 2019, by and among Holdings, the Borrower, the Guarantors party thereto, the Administrative Agent and the Second Incremental Term Lenders party thereto, as further amended by Amendment No. 3 to Credit Agreement, dated as of May 8, 2020, by and among Holdings, the Borrower, the Guarantors party thereto, the Administrative Agent and the Lenders party thereto, as further amended by Amendment No. 4 to Credit Agreement, dated as of August 7, 2020, by and among Holdings, the Borrower, the Guarantors party thereto, the Administrative Agent and the Extending Term Lenders party thereto, as further amended by Amendment No. 5 to Credit Agreement, dated as of August 7, 2020, by and among Holdings, the Borrower, the Guarantors party thereto, the Administrative Agent and the Extending Revolving Credit Lenders party thereto, as further amended by Amendment No. 6 to Credit Agreement, dated as of August 24, 2021, by and among Holdings, the Borrower, the Guarantors party thereto, the Administrative Agent, the Third Incremental Term Lenders, the Refinancing Revolving Credit Lenders and the Incremental Revolving Credit Lenders party thereto, as further amended by Amendment No. 7 to Credit Agreement, dated as of January 31, 2022, by and among Holdings, the Borrower, the Guarantors party thereto, the Administrative Agent, the Additional Initial Term B-1 Lenders party thereto, the Additional Incremental Term B-1 Lenders party thereto and the other Lenders party thereto, as further amended by Amendment No. 8 to Credit Agreement, dated as of March 14, 2023, by and among Holdings, the Borrower, the Guarantors party thereto, the Administrative Agent, the Incremental Revolving Credit Lender party thereto, the Swing Line Lender, each L/C Issuer, the Revolving Credit Lenders party thereto and the Fourth Incremental Term Lenders party thereto, as further amended by Amendment No. 9 to Credit Agreement, dated as of September 20, 2023, by and among Holdings, the Borrower, the Guarantors party thereto, the Administrative Agent, the Additional Fifth Incremental Term Lenders and the Consenting Term B-1 Lenders party thereto, as further amended by Amendment No. 10 and Waiver to Credit Agreement, dated as of June 5, 2024, by and among Holdings, the Borrower, the Guarantors party thereto, the Administrative Agent, the Additional Sixth Incremental Term Lender and the Consenting Fifth Incremental Term Lenders party thereto, as further amended by Amendment No. 11 to Credit Agreement, dated as of January 29, 2025, by and among Holdings, the Borrower, the Guarantors party thereto, the Administrative Agent, the Additional Seventh Incremental Term Lender and the Consenting Sixth Incremental Term Lenders party thereto, and as further amended, supplemented or otherwise modified through the date hereof, the “Credit Agreement”; capitalized terms used herein but not otherwise defined herein shall have the meanings given such terms in the Amended Credit Agreement (as defined below));

-2- WHEREAS, Holdings and the Borrower have requested an amendment to the Credit Agreement pursuant to which certain provisions of the Credit Agreement will be amended as set forth herein; WHEREAS, Section 2.14 of the Credit Agreement permits the Borrower to establish Incremental Revolving Facilities and to amend the Credit Agreement to give effect to the establishment of Incremental Revolving Credit Commitments pursuant to an Incremental Amendment, by and among the Borrower, the Administrative Agent and the Incremental Revolving Credit Lenders providing such Incremental Revolving Credit Commitments; WHEREAS, Section 2.14(i) of the Credit Agreement permits the Borrower to establish Incremental Revolving Facilities as a means of effectively extending the maturity or effecting a repricing or a refinancing, in whole or in part, without regard to the Available Incremental Amount, to the extent that the net cash proceeds from the Incremental Revolving Credit Loans are used to repay any outstanding Revolving Credit Loans and the existing Revolving Credit Commitments are permanently reduced; WHEREAS, pursuant to Section 2.14 of the Credit Agreement and subject to the terms and conditions contained herein, the Borrower has requested an Incremental Revolving Facility pursuant to Sections 2.14(a) and 2.14(i) of the Credit Agreement in the form of new Incremental Revolving Credit Commitments to permanently reduce in full the aggregate amount of the Extended Revolving Credit Commitments (as defined in the Credit Agreement); WHEREAS, each of the 2025 Incremental Revolving Credit Lenders has agreed to provide 2025 Incremental Revolving Credit Commitments (as defined below) to the Borrower in an Approved Currency in an aggregate principal amount equal to $330,000,000 on the Amendment No. 12 Effective Date (as defined below) in accordance with the terms and conditions set forth herein and in the Amended Credit Agreement; WHEREAS, the 2025 Incremental Revolving Credit Commitments shall replace in full all Extended Revolving Credit Commitments under the Credit Agreement immediately prior to the Amendment No. 12 Effective Date (the “Existing Revolving Credit Commitments”) and the Existing Revolving Credit Commitments shall be permanently reduced to $0 on the Amendment No. 12 Effective Date in accordance with Section 2.14(i) of the Credit Agreement; and WHEREAS, BofA Securities, Inc., Barclays Bank PLC, BMO Capital Markets Corp., JPMorgan Chase Bank, N.A., Capital One, National Association, Citibank, N.A. and ▇▇▇▇▇ Fargo Securities, LLC have each agreed to act as joint lead arrangers and joint bookrunners for this Amendment and the 2025 Incremental Revolving Credit Commitments (as defined below) (the “Amendment No. 12 Arrangers”). NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE I Section 1.1. Amendments to Credit Agreement. (a) Subject to the occurrence of the Amendment No. 12 Effective Date, the Credit Agreement is, effective as of the Amendment No. 12 Effective Date, hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and

-3- to add the bolded, underlined text (indicated textually in the same manner as the following example: underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto (the “Amended Credit Agreement”). (b) Subject to the occurrence of the Amendment No. 12 Effective Date, Schedule 1.01A to the Credit Agreement is, effective as of the Amendment No. 12 Effective Date, hereby amended by (i) adding the table attached as Annex A hereto and (ii) replacing the table under the heading “L/C Commitments” in its entirety with the table attached as Annex B hereto (for the avoidance of doubt, all other schedules to the Credit Agreement will remain in full force and effect in the form attached to the Credit Agreement on the Closing Date or as amended thereafter). ARTICLE II Section 2.1. 2025 Incremental Revolving Credit Commitments. (a) Pursuant to Sections 2.14 and 10.01 of the Amended Credit Agreement, with effect from and including the Amendment No. 12 Effective Date, each Person identified on the signature pages hereof as a “2025 Incremental Revolving Credit Lender” (each, a “2025 Incremental Revolving Credit Lender”) has elected to become an Incremental Revolving Credit Lender and holder of an Incremental Revolving Credit Commitment, and shall become a party to this Amendment and the Amended Credit Agreement with all of the rights and obligations of a “Lender” and an “Incremental Revolving Credit Lender” under the Amended Credit Agreement and the other Loan Documents, and shall each have an Incremental Revolving Credit Commitment in the amount set forth opposite its name on Annex A hereto (such Incremental Revolving Credit Commitments, collectively, the “2025 Incremental Revolving Credit Commitments”). (b) With effect from the Amendment No. 12 Effective Date, each 2025 Incremental Revolving Credit Commitment established on the Amendment No. 12 Effective Date in accordance with Section 2.1(a) hereof shall constitute, for all purposes of the Amended Credit Agreement, a “Revolving Credit Commitment” made pursuant to the Amended Credit Agreement and this Amendment; provided that pursuant to this Amendment, each such 2025 Incremental Revolving Credit Commitment shall constitute an “Incremental Revolving Credit Commitment” for all purposes of the Amended Credit Agreement and any 2025 Incremental Revolving Credit Loans provided thereunder shall constitute “Revolving Credit Loans” and “Incremental Revolving Credit Loans” for all purposes of the Amended Credit Agreement. (c) To the extent that there are any Revolving Credit Loans outstanding immediately prior to the Amendment No. 12 Effective Date (“Existing Revolving Credit Loans”), such Existing Revolving Credit Loans shall on or prior to the Amendment No. 12 Effective Date be prepaid, which prepayment shall be accompanied by accrued interest on the Existing Revolving Credit Loans being prepaid and accrued fees on the Existing Revolving Credit Commitments. Any Letters of Credit outstanding immediately prior to the Amendment No. 12 Effective Date shall automatically be deemed to be issued under the 2025 Incremental Revolving Credit Commitments as of the Amendment No. 12 Effective Date. (d) Each of the Borrower, the Administrative Agent, the L/C Issuers and the Swing Line Lender hereby consents to the provision by each 2025 Incremental Revolving Credit Lender of such Lender’s 2025 Incremental Revolving Credit Commitment, in each case, to the extent such consent is required under Section 2.14 of the Amended Credit Agreement. The Administrative Agent and each 2025 Incremental Revolving Credit Lender hereby agree that the notice requirements set forth in Section 2.14(a) of the Amended Credit Agreement have been satisfied

-4- with respect to the 2025 Incremental Revolving Credit Commitments. This Amendment constitutes an Incremental Amendment to the Amended Credit Agreement as referred to in Section 2.14(f) of the Amended Credit Agreement. ARTICLE III Conditions to Effectiveness Section 3.1. This Amendment shall become effective on the date (the “Amendment No. 12 Effective Date”) on which: (a) The Administrative Agent (or its counsel) shall have received from (i) the Administrative Agent, (ii) each 2025 Incremental Revolving Credit Lender, (iii) each L/C Issuer, (iv) the Swing Line Lender, (v) the Replaced L/C Issuer and (vi) each Loan Party (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include a telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. (b) The Administrative Agent shall have received a customary written opinion (addressed to the Administrative Agent and the 2025 Incremental Revolving Credit Lenders and dated the Amendment No. 12 Effective Date) of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, New York counsel for the Loan Parties. Each of the Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion. (c) The Administrative Agent shall have received such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Amendment No. 12 Effective Date. (d) On the Amendment No. 12 Effective Date: (i) the Borrower shall have paid to the Administrative Agent, for the account of each 2025 Incremental Revolving Credit Lender, an upfront fee in an amount equal to (x) with respect to each 2025 Incremental Revolving Credit Lender whose 2025 Incremental Revolving Credit Commitments exceeds such 2025 Incremental Revolving Credit Lender’s Existing Revolving Credit Commitments immediately prior to giving effect to the Amendment No. 12 Effective Date (“Existing Revolver Hold Level”) (if any), the sum of, (I) 0.20% of such Lender’s Existing Revolver Hold Level plus (II) 0.25% of the excess of such Lender’s 2025 Incremental Revolving Credit Commitments over such ▇▇▇▇▇▇’s Existing Revolver Hold Level (if any); plus (y) with respect to each 2025 Incremental Revolving Credit Lender whose 2025 Incremental Revolving Credit Commitments is less than or equal to such 2025 Incremental Revolving Credit Lender’s Existing Revolver Hold Level, 0.20% of such Lender’s 2025 Incremental Revolving Credit Commitments as of the Amendment No. 12 Effective Date; and (ii) all reasonable costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of counsel for the Administrative Agent) of the

-5- Administrative Agent and the Amendment No. 12 Arrangers in connection with this Amendment and the transactions contemplated hereby shall have been paid, to the extent invoiced. (e) The representations and warranties of each Loan Party set forth in Section 4.1 of this Amendment, Article 5 of the Amended Credit Agreement and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of this Amendment with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) as of such earlier date. (f) At the time of and immediately after giving effect to this Amendment, no Default shall exist or would result from this Amendment. (g) The Administrative Agent shall have received a certificate, dated the Amendment No. 12 Effective Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (e) and (f) of this Section 3.1. (h) The Administrative Agent shall have received (i) an executed notice of termination with respect to the Existing Revolving Credit Commitments in accordance with Section 2.06(a) of the Credit Agreement, and (ii) payment of all accrued and unpaid fees in connection with the Existing Revolving Credit Commitments and Letters of Credit outstanding immediately prior to the Amendment No. 12 Effective Date on the Amendment No. 12 Effective Date. (i) The Administrative Agent and each 2025 Incremental Revolving Credit Lender shall have received, no later than three (3) Business Days in advance of the Amendment No. 12 Effective Date, (x) all documentation and other information about the Loan Parties as shall have been reasonably requested in writing at least ten (10) Business Days prior to the Amendment No. 12 Effective Date that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and (y) a Beneficial Ownership Certification in relation to the Borrower if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation. For purposes hereof, (i) “Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation; and (ii) “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230. (j) The Administrative Agent shall have received a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower on the Amendment No. 12 Effective Date after giving effect to all of the transactions contemplated hereby. ARTICLE IV Representations and Warranties. Section 4.1. To induce the Administrative Agent and the 2025 Incremental Revolving Credit Lenders to enter into this Amendment, each Loan Party represents and warrants that:

-6- (a) Organization; Power. Each Loan Party (i) is duly organized or incorporated, validly existing and, to the extent such concept is applicable in the corresponding jurisdiction, in good standing under the laws of the jurisdiction of its organization or incorporation and (ii) has all requisite organizational or constitutional power and authority to execute and deliver this Amendment and perform its obligations under this Amendment, the Credit Agreement as amended by this Amendment, and the other Loan Documents to which it is a party, except, in the case of clauses (i) and (ii), where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. (b) Authorization; Enforceability. This Amendment has been duly authorized by all necessary corporate, shareholder or other organizational action by each Loan Party and constitutes a legal, valid and binding obligation of such Loan Party, as applicable, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) Loan Document Representations and Warranties. Before and immediately after giving effect to this Amendment, the representations and warranties of the Borrower and each other Loan Party contained in Article 5 of the Credit Agreement or any other Loan Document, are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the Amendment No. 12 Effective Date and except that the representations and warranties which by their terms are made as of an earlier date are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) only as of such specified date. (d) No Default or Event of Default. At the time of and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing, or would result from this Amendment. ARTICLE V Miscellaneous Section 5.1. Effect of Amendment. (a) On and after the date hereof, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, mean and are a reference to the Credit Agreement as modified by this Amendment. This Amendment is a Loan Document executed pursuant to the Credit Agreement and shall be construed, administered and applied in accordance with the terms and provisions thereof. (b) The Credit Agreement, as specifically amended by this Amendment, and each of the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations including without limitation under the Credit Agreement as amended by this Amendment and the other Loan Documents.

-7- (c) The execution, delivery and effectiveness of this Amendment does not, except as expressly provided herein, 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 any of the Loan Documents. This Amendment shall not constitute a novation of the Credit Agreement or any other Loan Documents. Section 5.2. Counterparts. 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. This Amendment constitutes the entire contract among the parties relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Amendment shall be binding upon and inure to the benefit of the parties hereto and to the other Loan Documents and their respective successors and assigns. This Amendment may be in the form of an Electronic Record and may be executed using Electronic Signatures (including, without limitation, facsimile and “pdf”) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. This Amendment and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Amendment (each a “Communication”), may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Amendment. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by any of the parties hereto of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time. Section 5.3. GOVERNING LAW, ETC. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 10.15(b) and 10.16 of the Credit Agreement are incorporated herein and apply to this Amendment mutatis mutandis. Section 5.4. Headings. Article and Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or be taken into consideration in interpreting, this Amendment. Section 5.5. Reaffirmation. Each Loan Party hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby and (ii) its guarantee of the Obligations under each Guaranty, and its prior grant of security interest and pledge under the Collateral Documents and each Loan Document and confirms that the Liens on the Collateral, security interests and pledges granted pursuant to the Collateral Documents and each Loan Document continue in full force and effect after giving effect to this Amendment and secure the Obligations, including without limitation, any additional Obligations resulting from or incurred pursuant to the Credit Agreement, as amended by this Amendment. Section 5.6. Roles. It is agreed that each of the Amendment No. 12 Arrangers shall be deemed a Lead Arranger for all purposes under the Credit Agreement, including for the avoidance of doubt Sections 9.12 and 10.05 thereof. Anything herein to the contrary notwithstanding, the Amendment No. 12 Arrangers shall not have any powers, duties or responsibilities under this Amendment, except in their respective capacities as a Lender hereunder.

-8- Section 5.7. L/C Issuers. This Amendment shall be deemed to satisfy all requirements in Section 2.03(k) and Section 2.03(q) of the Credit Agreement with respect to (i) the replacement of UBS AG, Stamford ▇▇▇▇▇ (as successor to Credit Suisse AG, Cayman Islands Branch) as an L/C Issuer (in such capacity, the “Replaced L/C Issuer”) effective as of the Amendment No. 12 Effective Date and (ii) the addition of BMO Bank N.A. as an L/C Issuer under the Amended Credit Agreement (in such capacity, the “New L/C Issuer”). Each of the Borrower, the Administrative Agent, the Replaced L/C Issuer and the New L/C Issuer hereby agree that the Replaced L/C Issuer shall be replaced as an L/C Issuer effective as of the Amendment No. 12 Effective Date. The New L/C Issuer hereby agrees that from and after the Amendment No. 12 Effective Date, it shall be an L/C Issuer for all purposes under the Amended Credit Agreement and the other Loan Documents and shall initially have an L/C Commitment in the amount set forth on Annex B hereto. [signature pages follow]

[Alight – Signature Page to Amendment No. 12] BANK OF AMERICA, N.A., as Administrative Agent By: Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President BANK OF AMERICA, N.A., as a 2025 Incremental Revolving Credit Lender, an L/C Issuer and the Swing Line Lender By: Name: Title:

BMO Bank N.A., as a 2025 Incremental Revolving Credit Lender and an L/C Issuer By: Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President [Alight- Signature Page to Amendment No. 12]

[Alight – Signature Page to Amendment No. 12] BARCLAYS BANK PLC, as a 2025 Incremental Revolving Credit Lender and an L/C Issuer By: Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President

[Alight – Signature Page to Amendment No. 12] CAPITAL ONE, NATIONAL ASSOCIATION, as a 2025 Incremental Revolving Credit Lender By: Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Duly Authorized Signatory

[Alight – Signature Page to Amendment No. 12] ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, as a 2025 Incremental Revolving Credit Lender By: Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory

[Alight – Signature Page to Amendment No. 12] ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as a 2025 Incremental Revolving Credit Lender By: Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President

[Alight – Signature Page to Amendment No. 12] UBS AG, Stamford Branch, as a 2025 Incremental Revolving Credit Lender By: Name: Title: By: Name: Title: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Director ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Director

[Alight – Signature Page to Amendment No. 12] SOLELY FOR PURPOSES OF SECTION 5.7 OF THE AMENDMENT: UBS AG, STAMFORD BRANCH, as the Replaced L/C Issuer By: Name: Larcy Naval Title: Director By: Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Director

ANNEX A 2025 Incremental Revolving Credit Commitments Lender Pro Rata Share 2025 Incremental Revolving Credit Commitments Bank of America, N.A. 13.636363636% $45,000,000.00 BMO Bank N.A. 13.636363636% $45,000,000.00 Barclays Bank PLC 13.636363636% $45,000,000.00 JPMorgan Chase Bank, N.A. 13.636363636% $45,000,000.00 Capital One, National Association 9.090909091% $30,000,000.00 Citibank, N.A. 9.090909090% $30,000,000.00 ▇▇▇▇▇ Fargo Bank, National Association 9.090909090% $30,000,000.00 ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA 4.545454545% $15,000,000.00 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. 4.▇▇▇▇▇▇▇▇▇% $15,000,000.00 Royal Bank of Canada 4.▇▇▇▇▇▇▇▇▇% $15,000,000.00 UBS AG, Stamford Branch 4.▇▇▇▇▇▇▇▇▇% $15,000,000.00 Total: 100.00% $330,000,000.00

ANNEX ▇ ▇/C Commitments L/C Issuer Pro Rata Share L/C Commitments Bank of America, N.A. 33.333333334% $16,666,666.68 BMO Bank N.A. 33.333333333% $16,666,666.66 Barclays Bank PLC 33.333333333% $16,666,666.66 Total: 100.00% $50,000,000.00

EXHIBIT A AMENDED CREDIT AGREEMENT See attached.

MARKED VERSION REFLECTING CHANGESPURSUANT TO AMENDMENT NO. 1112 TO CREDIT AGREEMENTADDED TEXT SHOWN UNDERSCOREDDELETED TEXT SHOWN STRIKETHROUGHCREDIT AGREEMENTDated as of May 1, 2017,as amended by Amendment No. 1 on November 27, 2017,as amended by Amendment No. 2 on November 15, 2019,as amended by Amendment No. 3 on May 8, 2020,as amended by Amendment No. 4 on August 7, 2020,as amended by Amendment No. 5 on August 7, 2020,as amended by Amendment No. 6 on August 24, 2021,as amended by Amendment No. 7 on January 31, 2022,as amended by Amendment No. 8 on March 14, 2023,as amended by Amendment No. 9 on September 20, 2023,as amended by Amendment No. 10 on June 5, 2024,and as amended by Amendment No. 11 on January 29, 2025,and as amended by Amendment No. 12 on May 30, 2025,amongTEMPO INTERMEDIATE HOLDING COMPANY II, LLC, as Holdings,TEMPO ACQUISITION, LLC,as the Borrower,THE GUARANTORS PARTY HERETO FROM TIME TO TIME,BANK OF AMERICA, N.A.,as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer,andTHE LENDERS AND L/C ISSUERS PARTY HERETO FROM TIME TO TIMEMERRILL LYNCH, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED,BARCLAYS BANK PLC,CREDIT SUISSE SECURITIES (USA) LLC,CITIGROUP GLOBAL MARKETS INC.,MACQUARIE CAPITAL (USA) INC.,▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC.,DEUTSCHE BANK SECURITIES INC.,▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA,RBC CAPITAL MARKETS,andCIBC WORLD MARKETS CORP.,as Joint Lead Arrangers and Joint BookrunnersandBLACKSTONE HOLDINGS FINANCE CO. ▇.▇.▇.▇▇ Co-Manager

TABLE OF CONTENTS PAGEARTICLE 1DEFINITIONS AND ACCOUNTING TERMSSection 1.01. Defined Terms 1Section 1.02. Other Interpretive Provisions 9084Section 1.03. Accounting Terms 9286Section 1.04. Rounding 9286Section 1.05. References to Agreements, Laws, Etc 9286Section 1.06. Times of Day 9286Section 1.07. Timing of Payment or Performance 9287Section 1.08. Cumulative Credit Transactions 9287Section 1.09. Additional Approved Currencies 9387ARTICLE 2THE COMMITMENTS AND CREDIT EXTENSIONSSection 2.01. The Loans 9388Section 2.02. Borrowings, Conversions and Continuations of Loans 9992Section 2.03. Letters of Credit 10193Section 2.04. Swing Line Loans 112104Section 2.05. Prepayments 117107Section 2.06. Termination or Reduction of Commitments 131120Section 2.07. Repayment of Loans 132121Section 2.08. Interest 133122Section 2.09. Fees 134123Section 2.10. Computation of Interest and Fees 135124Section 2.11. Evidence of Indebtedness 135124Section 2.12. Payments Generally 136125Section 2.13. Sharing of Payments 138127Section 2.14. Incremental Credit Extensions 138127Section 2.15. Refinancing Amendments 145134Section 2.16. Extension of Term Loans; Extension of Revolving Credit Loans 147135Section 2.17. Defaulting Lenders 150138ARTICLE 3TAXES, INCREASED COSTS PROTECTION AND ILLEGALITYSection 3.01. Taxes 152140Section 3.02. Illegality 155143Section 3.03. Inability to Determine Rates 156143Section 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves onEurocurrency Rate Loans and Term SOFR Revolving Loans 156143Section 3.05. Funding Losses 158145i

Section 3.06. Matters Applicable to All Requests for Compensation 158145Section 3.07. Replacement of Lenders under Certain Circumstances 159146Section 3.08. Survival 161148ARTICLE 4CONDITIONS PRECEDENT TO CREDIT EXTENSIONSSection 4.01. Conditions to Initial Credit Extension 161148Section 4.02. Conditions to All Credit Extensions 163150ARTICLE 5REPRESENTATIONS AND WARRANTIESSection 5.01. Existence, Qualification and Power; Compliance with Laws 164151Section 5.02. Authorization; No Contravention 164151Section 5.03. Governmental Authorization; Other Consents 165151Section 5.04. Execution, Delivery and Enforceability 165152Section 5.05. Financial Statements; No Material Adverse Effect 165152Section 5.06. Litigation 166152Section 5.07. Ownership of Property; Liens; Real Property 166152Section 5.08. Environmental Matters 166153Section 5.09. Taxes 167153Section 5.10. ERISA Compliance 167154Section 5.11. Subsidiaries; Equity Interests 168154Section 5.12. Margin Regulations; Investment Company Act 168154Section 5.13. Disclosure 168155Section 5.14. Labor Matters 168155Section 5.15. Intellectual Property; Licenses, Etc 169155Section 5.16. Solvency 169155Section 5.17. Subordination of Junior Financing 169156Section 5.18. OFAC; USA PATRIOT Act; FCPA 169156Section 5.19. Security Documents 170156ARTICLE 6AFFIRMATIVE COVENANTSSection 6.01. Financial Statements 171157Section 6.02. Certificates; Other Information 173159Section 6.03. Notices 174160Section 6.04. Payment of Taxes 175161Section 6.05. Preservation of Existence, Etc. 175161Section 6.06. Maintenance of Properties 175161Section 6.07. Maintenance of Insurance 175161Section 6.08. Compliance with Laws 176162Section 6.09. Books and Records 176162Section 6.10. Inspection Rights 176162Section 6.11. Additional Collateral; Additional Guarantors 177162ii

Section 6.12. Compliance with Environmental Laws 178164Section 6.13. Further Assurances 179164Section 6.14. Designation of Subsidiaries 179165Section 6.15. Maintenance of Ratings 179165Section 6.16. Post-Closing Covenants 179165Section 6.17. Change in Nature of Business 179165Section 6.18. Use of Proceeds 180165Section 6.19. Accounting Changes 180166ARTICLE 7NEGATIVE COVENANTSSection 7.01. Liens 180166Section 7.02. Investments 185171Section 7.03. Indebtedness 189174Section 7.04. Fundamental Changes 195180Section 7.05. Dispositions 196181Section 7.06. Restricted Payments 199184Section 7.07. [Reserved] 203188Section 7.08. Transactions with Affiliates 203188Section 7.09. Burdensome Agreements 204188Section 7.10. [Reserved] 205189Section 7.11. Financial Covenant 205189Section 7.12. [Reserved] 205189Section 7.13. Prepayments, Etc. of Indebtedness 205189Section 7.14. Permitted Activities 206190ARTICLE 8EVENTS OF DEFAULT AND REMEDIESSection 8.01. Events of Default 206191Section 8.02. Remedies Upon Event of Default 209193Section 8.03. Exclusion of Immaterial Subsidiaries 209193Section 8.04. Application of Funds 210194Section 8.05. ▇▇▇▇▇▇▇▇’s Right to Cure 210195ARTICLE 9ADMINISTRATIVE AGENT AND OTHER AGENTSSection 9.01. Appointment and Authorization of Agents 211195Section 9.02. Delegation of Duties 213196Section 9.03. Liability of Agents 213197Section 9.04. Reliance by Agents 214197Section 9.05. Notice of Default 214198Section 9.06. Credit Decision; Disclosure of Information by Agents 214198Section 9.07. Indemnification of Agents 215198Section 9.08. Agents in Their Individual Capacities 215199iii

Section 9.09. Successor Agents 216199Section 9.10. Administrative Agent May File Proofs of Claim; Credit Bidding 217200Section 9.11. Collateral and Guaranty Matters 218201Section 9.12. Other Agents; Arrangers and Managers 219203Section 9.13. Withholding Tax Indemnity 220203Section 9.14. Appointment of Supplemental Agents 220203Section 9.15. Erroneous Payments 221204ARTICLE 10MISCELLANEOUSSection 10.01. Amendments, Etc. 221205Section 10.02. Notices and Other Communications; Facsimile Copies 225208Section 10.03. No Waiver; Cumulative Remedies 226209Section 10.04. Attorney Costs and Expenses 226209Section 10.05. Indemnification by the Borrower 227210Section 10.06. Payments Set Aside 228211Section 10.07. Successors and Assigns 229211Section 10.08. Confidentiality 238220Section 10.09. Setoff 239222Section 10.10. Interest Rate Limitation 240222Section 10.11. Counterparts 240222Section 10.12. Integration; Termination 241223Section 10.13. Survival of Representations and Warranties 241223Section 10.14. Severability 241223Section 10.15. GOVERNING LAW 241223Section 10.16. WAIVER OF RIGHT TO TRIAL BY JURY 242224Section 10.17. Binding Effect 242224Section 10.18. USA PATRIOT Act 242224Section 10.19. No Advisory or Fiduciary Responsibility 243224Section 10.20. Electronic Execution of Assignments 244225Section 10.21. Effect of Certain Inaccuracies 244226Section 10.22. Judgment Currency 244226Section 10.23. Acknowledgement and Consent to Bail-In of Affected Financial Institutions245226Section 10.24. Cashless Rollovers 245227Section 10.25. Acknowledgement Regarding any Supported QFCs 245227ARTICLE 11GUARANTYSection 11.01. The Guaranty 246228Section 11.02. Obligations Unconditional 247228Section 11.03. Reinstatement 248229Section 11.04. Subrogation; Subordination 248230Section 11.05. Remedies 248230Section 11.06. Instrument for the Payment of Money 248230Section 11.07. Continuing Guaranty 249230iv

Section 11.08. General Limitation on Guarantee Obligations 249230Section 11.09. Information 249230Section 11.10. Release of Guarantors 249231Section 11.11. Right of Contribution 250231Section 11.12. Cross-Guaranty 250231v

SCHEDULES1.01A Commitments1.01B Collateral Documents1.01C Unrestricted Subsidiaries1.01D Existing Letters of Credit5.05 Certain Liabilities5.06 Litigation5.07 Ownership of Property5.09 Taxes5.11 Subsidiaries and Other Equity Investments6.16 Post-Closing Covenants7.01(b) Existing Liens7.02(f) Existing Investments7.03(b) Existing Indebtedness7.05(f) Dispositions7.08 Transactions with Affiliates7.09 Certain Contractual Obligations10.02 Administrative Agent’s Office10.02(a) Notice InformationEXHIBITSForm ofA Committed Loan NoticeB Letter of Credit Issuance RequestC Swing Line Loan NoticeD-1 Term NoteD-2 Revolving Credit NoteD-3 Swing Line NoteE-1 Compliance CertificateE-2 Solvency CertificateF Assignment and AssumptionG Security AgreementH Perfection CertificateI Intercompany NoteJ-1 First Lien Intercreditor AgreementJ-2 Junior Lien Intercreditor AgreementK Administrative QuestionnaireL-1 Affiliated Lender Assignment and AssumptionL-2 Affiliated Lender NoticeL-3 Acceptance and Prepayment NoticeL-4 Discount Range Prepayment NoticeL-5 Discount Range Prepayment OfferL-6 Solicited Discounted Prepayment NoticeL-7 Solicited Discounted Prepayment OfferL-8 Specified Discount Prepayment NoticeL-9 Specified Discount Prepayment ResponseM United States Tax Compliance Certificatevi

CREDIT AGREEMENTThis CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restatedfrom time to time, this “Agreement”) is entered into as of May 1, 2017, as amended by Amendment No.1 on November 27, 2017, Amendment No. 2 on November 15, 2019, Amendment No. 3 on May 8, 2020,Amendment No. 4 on August 7, 2020, Amendment No. 5 on August 7, 2020, Amendment No. 6 onAugust 24, 2021, Amendment No. 7 on January 31, 2022, Amendment No. 8 on March 14, 2023,Amendment No. 9 on September 20, 2023, Amendment No. 10 on June 5, 2024, and Amendment No. 11on January 29, 2025, and Amendment No. 12 on May 30, 2025, among Tempo Intermediate HoldingCompany II, LLC, a Delaware limited liability company (“Initial Holdings”), Tempo Acquisition, LLC,a Delaware limited liability company (the “Borrower”), the Guarantors (such term and any othercapitalized terms used but not defined in this introductory paragraph and the Preliminary Statementsbelow are defined in Section 1.01 below) party hereto from time to time, Bank of America, N.A., asAdministrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and each lender from time totime party hereto (collectively, the “Lenders” and individually, a “Lender”).PRELIMINARY STATEMENTSPursuant to that certain Purchase Agreement, dated as of February 9, 2017 (as amended,supplemented or modified and in effect from time to time, and including all schedules and exhibitsthereto, the “Purchase Agreement”), by and among Aon plc, a public limited company organized underthe laws of England and Wales (“Seller”) and the Borrower, the Borrower will acquire (the“Acquisition”) certain entities and assets constituting the technology enabled benefits and humanresources platform of the Seller (the “Company”).The Borrower has requested that the applicable Lenders extend credit to the Borrower in the formof (i) the Initial Term Loans on the Closing Date in an aggregate principal amount of $2,670,000,000 and(ii) the Revolving Credit Facility in an initial aggregate principal amount of $250,000,000.The proceeds of the Initial Term Loans, together with the proceeds of (i) the Senior Notes, (ii) theEquity Investment and (iii) a portion of the Initial Revolving Borrowing, will be used by the Borrower todirectly or indirectly consummate the Transactions, to pay the costs and expenses related to theTransactions and to fund cash to the Borrower’s balance sheet.The proceeds of the Revolving Credit Facility will also be used by the Borrower and itsRestricted Subsidiaries to replace, backstop or cash collateralize existing Letters of Credit, for workingcapital and general corporate purposes (including permitted acquisitions) subject to the terms set forthherein. In consideration of the mutual covenants and agreements herein contained, the parties heretocovenant and agree as follows: ARTICLE 1DEFINITIONS AND ACCOUNTING TERMSSection 1.01. Defined Terms. As used in this Agreement (including in the PreliminaryStatements hereto), the following terms shall have the meanings set forth below:“2025 Incremental Revolving Credit Commitment” means, as to each 2025 IncrementalRevolving Credit Lender, its obligation to (a) make 2025 Incremental Revolving Credit Loans to theBorrower pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations in respect of Lettersof Credit and (c) purchase participations in Swing Line Loans, in an aggregate Principal Amount at anyone time outstanding not to exceed the amount set forth opposite such ▇▇▇▇▇▇’s name on Schedule 1.01A1

under the caption “2025 Incremental Revolving Credit Commitments” or in the Assignment andAssumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may beadjusted from time to time in accordance with this Agreement. The aggregate 2025 IncrementalRevolving Credit Commitments of all 2025 Incremental Revolving Credit Lenders shall be $330,000,000on the Amendment No. 12 Effective Date, as such amount may be adjusted from time to time inaccordance with the terms of this Agreement.“2025 Incremental Revolving Credit Facility” means, at any time, the aggregate amount ofeach of the 2025 Incremental Revolving Credit Commitments and the 2025 Incremental Revolving CreditLoans, Swing Line Loans and Letters of Credit extended thereunder.“2025 Incremental Revolving Credit Lender” means, at any time, any Lender that has a 2025Incremental Revolving Credit Commitment or that holds 2025 Incremental Revolving Credit Loans atsuch time.“2025 Incremental Revolving Credit Loan” has the meaning specified in Section 2.01(b).“2025 Notes” means the Senior Notes and any additional 6.75% senior unsecured notes due 2025issued by the Borrower pursuant to the Senior Notes Indenture.“Acceptable Discount” has the meaning set forth in Section 2.05(a)(v)(D)(2).“Acceptable Prepayment Amount” has the meaning set forth in Section 2.05(a)(v)(D)(3).“Acceptance and Prepayment Notice” means a notice of the Borrower’s acceptance of theAcceptable Discount in substantially the form of Exhibit L-3.“Acceptance Date” has the meaning set forth in Section 2.05(a)(v)(D)(2).“Accounting Change” means any change in accounting principles required by the promulgationof any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of theAmerican Institute of Certified Public Accountants or, if applicable, the SEC.“Acquired EBITDA” means, with respect to any Acquired Entity or Business or any ConvertedRestricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of suchAcquired Entity or Business or Converted Restricted Subsidiary (determined as if references to theBorrower and the Restricted Subsidiaries in the definition of Consolidated EBITDA were references tosuch Acquired Entity or Business and its Subsidiaries or to such Converted Restricted Subsidiary and itsSubsidiaries), as applicable, all as determined on a consolidated basis for such Acquired Entity orBusiness or Converted Restricted Subsidiary, as applicable.“Acquired Entity or Business” has the meaning set forth in the definition of the term“Consolidated EBITDA.”“Acquired Indebtedness” means, with respect to any specified Person,(a) Indebtedness of any other Person existing at the time such other Person is merged,amalgamated or consolidated with or into such Person or a Restricted Subsidiary of such Person, orbecame a Restricted Subsidiary of such specified Person, including Indebtedness incurred or assumed in2

connection with, or in contemplation of, such other Person merging, amalgamating or consolidating withor into, or becoming a Restricted Subsidiary of, such specified Person, and(b) Indebtedness secured by a Lien encumbering any asset acquired by such specifiedPerson. “Acquisition” has the meaning set forth in the Preliminary Statements to this Agreement.“Additional Fifth Incremental Commitment” means, for any Term Lender, the commitmentamount set forth opposite such Term Lender’s name in Schedule 1.01(A) under the caption “AdditionalFifth Incremental Commitment” (as amended pursuant to the terms of Amendment No. 9). The aggregateamount of the Term Lenders’ Additional Fifth Incremental Commitments on the Amendment No. 9Effective Date (immediately prior to the incurrence of the Additional Initial Term B-1 Loans on suchdate) is $143,420,831.59.“Additional Fifth Incremental Term Lenders” means the Persons identified as such on thesignature page to Amendment No. 9.“Additional Fifth Incremental Term Loans” has the meaning set forth in Section 2.01(j). “Additional Lender” has the meaning set forth in Section 2.14(c).“Additional Notes” means the aggregate principal amount of $180,000,000 of Senior Notesissued by the Borrower on November 27, 2017 pursuant to the Senior Notes Indenture.“Additional Incremental Term B-1 Commitment” means, for any Term Lender, thecommitment amount set forth opposite such Term Lender’s name in Schedule 1.01(A) under the caption“Additional Incremental Term B-1 Commitment” (as amended pursuant to the terms of Amendment No.7). The aggregate amount of the Term Lenders’ Additional Incremental Term B-1 Commitments on theAmendment No. 7 Effective Date (immediately prior to the incurrence of the Additional IncrementalTerm B-1 Loans on such date) is $1,956,019,075.37.“Additional Incremental Term B-1 Lenders” means the Persons identified as such on thesignature page to Amendment No. 7.“Additional Incremental Term B-1 Loans” has the meaning set forth in Section 2.01(h).“Additional Initial Term B-1 Commitment” means, for any Term Lender, the commitmentamount set forth opposite such Term Lender’s name in Schedule 1.01(A) under the caption “AdditionalInitial Term B-1 Commitment” (as amended pursuant to the terms of Amendment No. 7). The aggregateamount of the Term Lenders’ Additional Initial Term B-1 Commitments on the Amendment No. 7Effective Date (immediately prior to the incurrence of the Additional Initial Term B-1 Loans on suchdate) is $523,687,500.00.“Additional Initial Term B-1 Lenders” means the Persons identified as such on the signaturepage to Amendment No. 7.“Additional Initial Term B-1 Loans” has the meaning set forth in Section 2.01(g).“Additional Refinancing Lender” has the meaning set forth in Section 2.15(a).3

“Additional Seventh Incremental Commitment” means, for any Term Lender, the commitmentamount set forth opposite such Term Lender’s name in Schedule 1.01(A) under the caption “AdditionalSeventh Incremental Commitment” (as amended pursuant to the terms of Amendment No. 11). Theaggregate amount of the Term Lenders’ Additional Seventh Incremental Commitments on theAmendment No. 11 Effective Date (immediately prior to the incurrence of the Additional SeventhIncremental Term Loans on such date) is $303,534,062.19.“Additional Seventh Incremental Term Lender” means the Person identified as such on thesignature pages to Amendment No. 11.“Additional Seventh Incremental Term Loans” has the meaning set forth in Section 2.01(l).“Additional Sixth Incremental Commitment” means, for any Term Lender, the commitmentamount set forth opposite such Term Lender’s name in Schedule 1.01(A) under the caption “AdditionalSixth Incremental Commitment” (as amended pursuant to the terms of Amendment No. 10). Theaggregate amount of the Term Lenders’ Additional Sixth Incremental Commitments on the AmendmentNo. 10 Effective Date (immediately prior to the incurrence of the Additional Sixth Incremental TermLoans on such date) is $73,087,178.37.“Additional Sixth Incremental Term Lender” means the Person identified as such on thesignature pages to Amendment No. 10.“Additional Sixth Incremental Term Loans” has the meaning set forth in Section 2.01(k).“Administrative Agent” means Bank of America, in its capacity as administrative agent underany of the Loan Documents, or any successor administrative agent.“Administrative Agent’s Office” means the Administrative Agent’s address and account as setforth on Schedule 10.02, or such other address or account as the Administrative Agent may from time totime notify the Borrower and the Lenders.“Administrative Questionnaire” means an Administrative Questionnaire in the form of ExhibitK or such other form as may be supplied from time to time by the Administrative Agent.“AFA” means ▇▇▇ ▇▇▇▇▇▇ Financial Advisors LLC.“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UKFinancial Institution.“Affiliate” means, with respect to any Person, another Person that directly, or indirectly throughone or more intermediaries, Controls or is Controlled by or is under common Control with the Personspecified. “Control” means the possession, directly or indirectly, of the power to direct or cause thedirection of the management or policies of a Person, whether through the ability to exercise voting power,by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.“Affiliated Lender” means, at any time, any Lender that is a direct or indirect holding companyof Holdings or an Investor (including portfolio companies of the Investors notwithstanding the exclusionin the definition of “Investors”) (other than Holdings, the Borrower or any of its Subsidiaries and otherthan any Debt Fund Affiliate) or a Non-Debt Fund Affiliate of an Investor at such time.4

“Affiliated Lender Assignment and Assumption” has the meaning set forth in Section10.07(l)(i).“Affiliated Lender Cap” has the meaning set forth in Section 10.07(l)(iii).“Affiliated Lender Notice” means the notice substantially in the form of Exhibit L-2.“Agent-Related Persons” means the Agents, together with their respective Affiliates, and theofficers, directors, employees, partners, agents, advisors, attorneys-in-fact and other representatives ofsuch Persons and Affiliates.“Agents” means, collectively, the Administrative Agent, the Collateral Agent and theSupplemental Agents (if any).“Aggregate Commitments” means the Commitments of all the Lenders.“Agreement” means this Credit Agreement, as the same may be amended, supplemented orotherwise modified from time to time.“Amendment No. 1” means Amendment No. 1 to this Agreement dated as of November 27,2017, by and among the Borrower, Holdings, the other Loan Parties party thereto, the First IncrementalTerm Lenders, and the Administrative Agent.“Amendment No. 1 Arrangers” means ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (orany other registered broker-dealer wholly-owned by Bank of America Corporation to which all orsubstantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking,commercial lending services or related businesses may be transferred following the date of thisAgreement), Barclays Bank PLC, Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc.,Macquarie Capital (USA) Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., Deutsche Bank Securities Inc.,▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, RBC Capital Markets, LLC and CIBC World Markets Corp., each in itscapacity as joint lead arranger and joint bookrunner of Amendment No. 1, and Blackstone HoldingsFinance Co. L.L.C., in its capacity as co-manager of Amendment No. 1.“Amendment No. 1 Effective Date” has the meaning set forth in Amendment No. 1.“Amendment No. 1 Transactions” means the execution of Amendment No. 1, the establishmentand funding of the First Incremental Term Loans, the use of proceeds therefrom for any purpose notprohibited by this Agreement, including the making of Restricted Payments, and the payment of relatedpremiums, fees, interest, commissions and expenses incurred in connection with the foregoing.“Amendment No. 2” means Amendment No. 2 to this Agreement dated as of November 15,2019, by and among the Borrower, Holdings, the other Loan Parties party thereto, the Second IncrementalTerm Lenders, and the Administrative Agent.“Amendment No. 2 Arrangers” means Bank of America, N.A., Barclays Bank PLC and CreditSuisse Loan Funding LLC, each in its capacity as joint lead arranger and joint bookrunner of AmendmentNo. 2, and Blackstone Advisory Partners L.P., in its capacity as co-manager of Amendment No. 2.“Amendment No. 2 Effective Date” has the meaning set forth in Amendment No. 2.5

“Amendment No. 2 Transactions” means the execution of Amendment No. 2, the establishmentand funding of the Second Incremental Term Loans, the use of proceeds therefrom for any purpose notprohibited by this Agreement, including the payment of related premiums, fees, interest, commissions andexpenses incurred in connection with the foregoing.“Amendment No. 4” means Amendment No. 4 to this Agreement dated as of August 7, 2020, byand among the Borrower, Holdings, the other Loan Parties party thereto, the Extending Term Lenders,and the Administrative Agent.“Amendment No. 4 Arrangers” means BofA Securities, Inc., Barclays Bank PLC, CIBC WorldMarkets Corp., Citigroup Global Markets Inc., Credit Suisse Loan Funding LLC, Deutsche BankSecurities Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. and RBC CapitalMarkets, LLC, each in its capacity as joint lead arranger and joint bookrunner of Amendment No. 4, andBlackstone Advisory Partners L.P., in its capacity as co-manager of Amendment No. 4.“Amendment No. 4 Effective Date” has the meaning set forth in Amendment No. 4.“Amendment No. 5” means Amendment No. 5 to this Agreement dated as of August 7, 2020, byand among the Borrower, Holdings, the other Loan Parties party thereto, the Extending Revolving CreditLenders party thereto, and the Administrative Agent. “Amendment No. 5 Effective Date” has the meaning set forth in Amendment No. 5.“Amendment No. 6” means Amendment No. 6 to this Agreement dated as of August 24, 2021,by and among the Borrower, Holdings, the other Loan Parties party thereto, the Extending RevolvingCredit Lenders party thereto, the Third Incremental Term Lenders and the Administrative Agent.“Amendment No. 6 Arrangers” means Bank of America, N.A., Barclays Bank PLC, BMOCapital Markets Corp., Citibank, N.A., Credit Suisse Loan Funding LLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA,JPMorgan Chase Bank, N.A., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. and RBC Capital Markets, LLC, eachin its capacity as joint lead arranger and joint bookrunner of Amendment No. 6, and Blackstone SecuritiesPartners L.P. and Trasimene Capital Management, LLC, each in its capacity as co-manager ofAmendment No. 6. “Amendment No. 6 Effective Date” has the meaning set forth in Amendment No. 6.“Amendment No. 6 Transactions” means the execution of Amendment No. 6, the establishmentand funding of the Third Incremental Term Loans, the Incremental Revolving Credit Commitmentsthereunder, the use of proceeds therefrom for any purpose not prohibited by this Agreement, including themaking of Restricted Payments, and the payment of related premiums, fees, interest, commissions andexpenses incurred in connection with the foregoing.“Amendment No. 7” means Amendment No. 7 to this Agreement dated as of January 31, 2022,by and among the Borrower, Holdings, the other Loan Parties party thereto, the Additional Initial TermB-1 Lenders party thereto, the Additional Incremental Term B-1 Lenders party thereto, the other Lendersparty thereto and the Administrative Agent.“Amendment No. 7 Arrangers” means BofA Securities, Inc., Barclays Bank PLC, BMO CapitalMarkets Corp., Citibank, N.A., Credit Suisse Loan Funding LLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, JPMorganChase Bank, N.A., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. and RBC Capital Markets, LLC, each in its6

capacity as a joint lead arranger and joint bookrunner of Amendment No. 7, and Blackstone SecuritiesPartners L.P., in its capacity as co-manager of Amendment No. 7. “Amendment No. 7 Effective Date” has the meaning set forth in Amendment No. 7.“Amendment No. 7 Transactions” means the execution of Amendment No. 7, the establishmentand funding of the Initial Term B-1 Loans thereunder, the use of proceeds therefrom for any purpose notprohibited by this Agreement, including the refinancing in full of the Third Incremental Term Loansoutstanding under this Agreement and the payment of related premiums, fees, interest, commissions andexpenses incurred in connection with the foregoing and the establishment and funding of the IncrementalTerm B-1 Loans thereunder, the use of proceeds therefrom for any purpose not prohibited by thisAgreement, including the refinancing in full of the Extended Term Loans outstanding under thisAgreement and the payment of related premiums, fees, interest, commissions and expenses incurred inconnection with the foregoing.“Amendment No. 8” means Amendment No. 8 to this Agreement dated as of March 14, 2023, byand among the Borrower, Holdings, the other Loan Parties party thereto, the Swing Line Lender, eachL/C Issuer, the Revolving Credit Lenders party thereto, the Fourth Incremental Term Lenders and theAdministrative Agent.“Amendment No. 8 Arranger” means BofA Securities, Inc. in its capacity as the sole leadarranger and bookrunner of Amendment No. 8.“Amendment No. 8 Increase Effective Date” has the meaning set forth in Amendment No. 8.“Amendment No. 8 Transactions” means the execution of Amendment No. 8, the establishmentand funding of the Fourth Incremental Term Loans, the increase of the Extended Revolving CreditCommitments contemplated thereunder, the use of proceeds therefrom for any purpose not prohibited bythis Agreement, including the refinancing in full of the Non-Extended Term Loans outstanding under thisAgreement in accordance with the terms of this Agreement and the payment of related premiums, fees,interest, commissions and expenses incurred in connection with the foregoing.“Amendment No. 9” means Amendment No. 9 to this Agreement dated as of September 20,2023, by and among the Borrower, Holdings, the other Loan Parties party thereto, the Additional FifthIncremental Term Lenders, the Consenting Term B-1 Lenders and the Administrative Agent.“Amendment No. 9 Arrangers” means BofA Securities, Inc., Barclays Bank PLC, BMO CapitalMarkets Corp., Citibank, N.A., Credit Suisse Loan Funding LLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, JPMorganChase Bank, N.A., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. and RBC Capital Markets, LLC, each in itscapacity as a joint lead arranger and joint bookrunner of Amendment No. 9.“Amendment No. 9 Effective Date” has the meaning set forth in Amendment No. 9.“Amendment No. 9 Transactions” means the execution of Amendment No. 9, the establishmentand funding of the Fifth Incremental Term Loans, the refinancing in full of the Initial Term B-1 Loansoutstanding under this Agreement on the Amendment No. 9 Effective Date, in accordance with the termsof this Agreement, and the payment of related premiums, fees, interest, commissions and expensesincurred in connection with the foregoing. 7

“Amendment No. 10” means Amendment No. 10 and Waiver to this Agreement dated as of June5, 2024, by and among the Borrower, Holdings, the other Loan Parties party thereto, the Additional SixthIncremental Term Lender, the Consenting Fifth Incremental Term Lenders and the Administrative Agent.“Amendment No. 10 Arrangers” means BofA Securities, Inc., Barclays Bank PLC, BMOCapital Markets Corp., Citibank, N.A., Credit Suisse Loan Funding LLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA,JPMorgan Chase Bank, N.A., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. and RBC Capital Markets, LLC, eachin its capacity as a joint lead arranger and joint bookrunner of Amendment No. 10 and the SixthIncremental Term Loans.“Amendment No. 10 Effective Date” has the meaning set forth in Amendment No. 10.“Amendment No. 10 Transactions” means the execution of Amendment No. 10, theestablishment and funding of the Sixth Incremental Term Loans, the refinancing in full of the FifthIncremental Term Loans outstanding under this Agreement on the Amendment No. 10 Effective Date, inaccordance with the terms of this Agreement, and the payment of related premiums, fees, interest,commissions and expenses incurred in connection with the foregoing.“Amendment No. 11” means Amendment No. 11 to this Agreement dated as of January 29,2025, by and among the Borrower, Holdings, the other Loan Parties party thereto, the Additional SeventhIncremental Term Lender, the Consenting Sixth Incremental Term Lenders, the Administrative Agent andthe Collateral Agent.“Amendment No. 11 Arrangers” means BofA Securities, Inc., Barclays Bank PLC, BMOCapital Markets Corp., Citibank, N.A., UBS Securities LLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, JPMorganChase Bank, N.A., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. and RBC Capital Markets, LLC, each in itscapacity as a joint lead arranger and joint bookrunner of Amendment No. 11 and the Seventh IncrementalTerm Loans.“Amendment No. 11 Effective Date” has the meaning set forth in Amendment No. 11.“Amendment No. 11 Transactions” means the execution of Amendment No. 11, theestablishment and funding of the Seventh Incremental Term Loans, the refinancing in full of the SixthIncremental Term Loans outstanding under this Agreement on the Amendment No. 11 Effective Date, inaccordance with the terms of this Agreement, and the payment of related premiums, fees, interest,commissions and expenses incurred in connection with the foregoing.“Amendment No. 12” means Amendment No. 12 to this Agreement dated as of May 30, 2025,by and among the Borrower, Holdings, the other Loan Parties party thereto, the 2025 IncrementalRevolving Credit Lenders party thereto, the L/C Issuers party thereto, the Swing Line Lender, the otherLenders party thereto, the Administrative Agent and the Collateral Agent.“Amendment No. 12 Arrangers” means BofA Securities, Inc., Barclays Bank PLC, BMOCapital Markets Corp., JPMorgan Chase Bank, N.A., Capital One, National Association, Citibank, N.A.and ▇▇▇▇▇ Fargo Securities, LLC each in its capacity as a joint lead arranger and joint bookrunner ofAmendment No. 12 and the 2025 Incremental Revolving Credit Loans.“Amendment No. 12 Effective Date” has the meaning set forth in Amendment No. 12.“All-In Yield” means, as to any Indebtedness, the yield thereof incurred or payable by theapplicable borrower generally to all Lenders of such Indebtedness in an amount equal to the sum of (a)8

the applicable margin; (b) OID and upfront fees; provided that (i) OID and upfront fees shall be equatedto interest rate assuming a 4-year life to maturity on a straight line basis (or, if less, the stated life tomaturity at the time of incurrence of the applicable Indebtedness); and (ii) “All-In Yield” shall not includeamendment fees, arrangement fees, structuring fees, commitment fees, underwriting fees and any similarfees payable to any lead arranger (or its affiliates) in connection with the commitment or syndication ofsuch Indebtedness, consent fees paid to consenting Lenders, ticking fees on undrawn commitments andany other fees not paid or payable generally to all Lenders in the primary syndication of suchIndebtedness and (c) the interest rate (excluding the applicable margin) after giving effect to anyEurocurrency Rate, Term SOFR or Base Rate floor; provided, that if any Incremental Term Loans (or anyother applicable Indebtedness) include a Eurocurrency Rate, Term SOFR or Base Rate floor that is greaterthan the Eurocurrency Rate, Term SOFR or Base Rate floor applicable to any existing Class of TermLoans, such differential between interest rate floors shall be included in the calculation of All-In Yield,but only to the extent an increase in the Eurocurrency Rate, Term SOFR or Base Rate floor applicable tothe existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in suchcase the Eurocurrency Rate, Term SOFR and Base Rate floors (but not the Applicable Rate, unless theBorrower otherwise elects in its sole discretion) applicable to the existing Term Loans shall be increasedto the extent of such differential between interest rate floors.“Applicable Asset Sale Percentage” means, (a) 75.0% if the Consolidated First Lien NetLeverage Ratio as of the last day of the most recently ended period of four consecutive fiscal quarters forwhich financial statements are internally available is equal to or less than 4.35 to 1.00 and (b) 100.0% ifthe Consolidated First Lien Net Leverage Ratio as of the last day of the most recently ended period offour consecutive fiscal quarters for which financial statements are internally available is greater than 4.35to 1.00, in each case, calculated on a Pro Forma Basis.“Applicable Authority” means the Term SOFR Administrator or a Governmental Authorityhaving jurisdiction over the Administrative Agent.“Applicable Discount” has the meaning set forth in Section 2.05(a)(v)(C)(2).“Applicable ECF Percentage” means, for any fiscal year, (a) 50.0% if the Consolidated FirstLien Net Leverage Ratio as of the last day of such fiscal year is greater than 4.35 to 1.00, (b) 25.0% if theConsolidated First Lien Net Leverage Ratio as of the last day of such fiscal year is equal to or less than4.35 to 1.00 and greater than 3.85 to 1.00 and (c) 0.0% if the Consolidated First Lien Net Leverage Ratioas of the last day of such fiscal year is equal to or less than 3.85 to 1.00, in each case, calculated on a ProForma Basis.“Applicable Period” has the meaning set forth in Section 10.21.“Applicable Proceeds” has the meaning set forth in Section 2.05(b)(ii).“Applicable Rate” means:(a) with respect to the Non-Extended Term Loans:(i) until delivery of financial statements for the fiscal quarter ending September 30, 2017pursuant to Section 6.01, a percentage per annum equal to (A) for Eurocurrency Rate Loans,3.00% and (B) for Base Rate Loans, 2.00%; and(ii) at any time upon or after the delivery of the of financial statements pursuant toSection 6.01 for the fiscal quarter ending September 30, 2017, the following percentages per9

annum, based upon the Consolidated First Lien Net Leverage Ratio as set forth in the most recentCompliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):Applicable RatePricing Level Consolidated First LienNet Leverage Ratio Eurocurrency Rate forNon-Extended TermLoans Base Rate for Non-Extended Term Loans1 > 4.25:1.00 3.00% 2.00%2 ≤ 4.25:1.00 2.75% 1.75%(b) with respect to Extended Term Loans:(i) until delivery of financial statements for the fiscal quarter ending September 30, 2020 pursuantto Section 6.01, a percentage per annum equal to (A) for Eurocurrency Rate Loans, 3.25% and (B) forBase Rate Loans, 2.25%; and(ii) at any time upon or after the delivery of the of financial statements pursuant to Section 6.01for the fiscal quarter ending September 30, 2020, the following percentages per annum, based upon theConsolidated First Lien Net Leverage Ratio as set forth in the most recent Compliance Certificatereceived by the Administrative Agent pursuant to Section 6.02(a):Applicable RatePricing Level Consolidated First LienNet Leverage Ratio Eurocurrency Rate forExtended Term Loans Base Rate for ExtendedTerm Loans1 > 4.35:1.00 3.50% 2.50%2 ≤ 4.35:1.00 3.25% 2.25% (c) with respect to the Third Incremental Term Loans, a percentage per annum equal to (A) forEurocurrency Rate Loans, 3.00% and (B) for Base Rate Loans, 2.00%;(d) with respect to the Fifth Incremental Term Loans, (a) from the Amendment No. 9 EffectiveDate and until September 29, 2023, a percentage per annum equal to the Applicable Rate in effect for theInitial Term B-1 Loans as of the Amendment No. 9 Effective Date (immediately prior to Amendment No.9 taking effect) and (b) from and after September 30, 2023, a percentage per annum equal to (A) for TermSOFR Loans, 2.75% and (B) for Base Rate Loans, 1.75%;(e) with respect to the Sixth Incremental Term Loans, a percentage per annum equal to (A) forTerm SOFR Loans, 2.25% and (B) for Base Rate Loans, 1.25%;(f) with respect to the Seventh Incremental Term Loans, a percentage per annum equal to (A) forTerm SOFR Loans, 1.75% and (B) for Base Rate Loans, 0.75%;(g) with respect to the commitment fee for the unused Revolving Credit Commitments:(i) until delivery of financial statements pursuant to Section 6.01 for the fiscal quarterending September 30, 2017 and thereafter at any time at which the Consolidated First Lien NetLeverage Ratio as set forth in the most recent Compliance Certificate received by the10

Administrative Agent pursuant to Section 6.02(a) is greater than 4.25 to 1.00, a percentage perannum equal to 0.50%; and(ii) at any time upon or after the delivery of the of financial statements pursuant toSection 6.01 for the fiscal quarter ending September 30, 2017, if the Consolidated First Lien NetLeverage Ratio as set forth in the most recent Compliance Certificate received by theAdministrative Agent pursuant to Section 6.02(a) is less than or equal to 4.25 to 1.00, apercentage per annum equal to 0.375%;(h) with respect to Revolving Credit Loans:(i) until delivery of financial statements for the fiscal quarter ending SeptemberJune 30,20172025 pursuant to Section 6.01, a percentage per annum equal to: (A) for Term SOFR Loansand Letter of Credit fees, 3.001.75% and (B) for Base Rate Loans, 2.000.75%; and(ii) at any time upon or after the delivery of the of financial statements pursuant toSection 6.01 for the fiscal quarter ending SeptemberJune 30, 20172025, the followingpercentages per annum, based upon the Consolidated First Lien Net Leverage Ratio as set forth inthe most recent Compliance Certificate received by the Administrative Agent pursuant to Section6.02(a): Applicable RatePricing Level Consolidated First LienNet Leverage Ratio Term SOFR forRevolving Credit Loansand Letter of CreditFees Base Rate for RevolvingCredit Loans1 > 4.25:1.00 3.002.25% 2.001.25%2 ≤ 4.25:1.00 and> 3.75:1.00 2.752.00% 1.751.00%3 ≤ 3.75:1.00 2.501.75% 1.500.75%(i) with respect to the Initial Term B-1 Loans, a percentage per annum equal to (A) for TermSOFR Loans, 3.00% and (B) for Base Rate Loans, 2.00%.Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated FirstLien Net Leverage Ratio shall become effective as of the first Business Day immediately following thedate a Compliance Certificate is delivered pursuant to Section 6.02(a); provided that at the option of theAdministrative Agent or the Required Lenders, the highest pricing level (e.g., Pricing Level 1 in the caseof the Applicable Rate for Revolving Credit Loans) shall apply (x) as of the first Business Day after thedate on which a Compliance Certificate was required to have been delivered but was not delivered, andshall continue to so apply to and including the date on which such Compliance Certificate is so delivered(and thereafter the pricing level otherwise determined in accordance with this definition shall apply) and(y) as of the first Business Day after an Event of Default under Section 8.01(a) shall have occurred and becontinuing, and shall continue to so apply to but excluding the date on which such Event of Default iscured or waived (and thereafter the pricing level otherwise determined in accordance with this definitionshall apply).“Applicable Term SOFR Floor” means the Term SOFR floor applicable to any Facility underwhich a Loan is being made, and (i) with respect to the Initial Term B-1 Loans and the Fifth Incremental11

Term Loans, means 0.50% per annum, (ii) with respect to the Sixth Incremental Term Loans, means0.50% per annum, (iii) with respect to the Seventh Incremental Term Loans, means 0.50% per annum and(iv) with respect to the Revolving Credit Loans, means 0.00% per annum. “Applicable Time” means, with respect to any Borrowings and payments in any ApprovedForeign Currency, the local time in the place of settlement for such Approved Foreign Currency as shallbe reasonably determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, tobe necessary for timely settlement on the relevant date in accordance with normal banking procedures inthe place of payment. In advance of the initial borrowing of a Revolving Credit Loan or issuance of aLetter of Credit, in each case, in any Approved Foreign Currency, the Administrative Agent or theapplicable L/C Issuer, as applicable, shall provide the Borrower and Revolving Credit Lenders withwritten notice of the Applicable Time for any borrowings and payments in such Approved ForeignCurrency. In the event no such notice is delivered by the Administrative Agent, the Borrower and anyRevolving Credit Lender shall be required to make any borrowings and payments in accordance with thetimes specified herein for borrowings and payments in Dollars.“Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders ofsuch Class, (b) with respect to Letters of Credit, (i) the relevant L/C Issuer (if applicable) and (ii) theRevolving Credit Lenders and (c) with respect to the Swing Line Facility, (i) the Swing Line Lender and(ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.“Approved Counterparty” means (i) any Agent, Lender or any Affiliate of an Agent or Lender(a) at the time it entered into a Swap Contract or a Treasury Services Agreement, as applicable, in itscapacity as a party thereto, (b) with respect to a Swap Contract or a Treasury Services Agreement ineffect as of the Closing Date, as of the Closing Date, as applicable, in its capacity as a party thereto, andin the case of (a) or (b) notwithstanding whether such Approved Counterparty may cease to be an Agent,Lender or an Affiliate of an Agent or Lender thereafter, as applicable and (ii) any other Person from timeto time approved in writing by the Administrative Agent (not to be unreasonably withheld, delayed orconditioned).“Approved Currency” means each of (i) Dollars and (ii) any other currency that is approved inaccordance with Section 1.09.“Approved Foreign Currency” means any Approved Currency other than Dollars.“Approved Fund” means, with respect to any Lender, any Fund that is administered, advised ormanaged by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entitythat administers, advises or manages such Lender.“Assignees” has the meaning set forth in Section 10.07(b).“Assignment and Assumption” means an Assignment and Assumption substantially in the formof Exhibit F hereto.“Assignment Taxes” has the meaning set forth in Section 3.01(b).“Attorney Costs” means and includes the reasonable and documented out-of-pocket fees,disbursements and other charges of any law firm or other external legal counsel.12

“Attributable Indebtedness” means, on any date, in respect of any Financing Lease of anyPerson, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as ofsuch date in accordance with GAAP.“Auction Agent” means (a) the Administrative Agent or (b) any other financial institution oradvisor employed by the Borrower (whether or not an Affiliate of the Administrative Agent) to act as anarranger in connection with any Discounted Term Loan Prepayment pursuant to Section 2.05(a)(v);provided that the Borrower shall not designate the Administrative Agent as the Auction Agent without thewritten consent of the Administrative Agent (it being understood that the Administrative Agent shall beunder no obligation to agree to act as the Auction Agent); provided, further, that neither the Borrower norany of its Affiliates may act as the Auction Agent.“Audited Financial Statements” means the audited combined balance sheet of the Business (asdefined in the Purchase Agreement) as of each of December 31, 2016, December 31, 2015 and December31, 2014 and the related audited combined statements of operations and cash flows of the Business (asdefined in the Purchase Agreement) for the fiscal years ended on December 31, 2016, December 31, 2015and December 31, 2014.“Auto-Extension Letter of Credit” has the meaning set forth in Section 2.03(b)(iii).“Available Incremental Amount” has the meaning set forth in Section 2.14(d)(v).“Available RP Capacity Amount” means (i) the amount of Restricted Payments that may bemade at the time of determination pursuant to Sections 7.06(d), (g), (h) and (l) minus (ii) the sum of theamount of the Available RP Capacity Amount utilized by the Borrower or any Restricted Subsidiary to(A) make Restricted Payments in reliance on Sections 7.06 (g), (h) or (l), (B) incur Liens pursuant toSection 7.01(bb), (C) make Investments pursuant to Section 7.02(n), (D) incur Indebtedness pursuant toSection 7.03(y) and (E) make prepayments, redemptions, purchases, defeasances and other payments inrespect of Junior Financings prior to their scheduled maturity utilizing the Available RP Capacity Amountpursuant to Section 7.13 plus (iii) the aggregate principal amount of Indebtedness prepaid prior to orsubstantially concurrently at such time, solely to the extent such Indebtedness (A) was secured by Lienspursuant to Section 7.01(bb) or (B) was incurred pursuant to Section 7.03(y) and not secured pursuant toSection 7.01(bb) (it being understood that the amount under this clause (iii) shall only be available for useunder Sections 7.01(bb) and/or 7.03(y), as applicable).“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by theapplicable Resolution Authority in respect of any liability of an Affected Financial Institution.“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementingArticle 55 of Directive 2014/59/EU of the European Parliament and of the Council of the EuropeanUnion, the implementing law, rule, regulation or requirement for such EEA Member Country from timeto time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the UnitedKingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any otherlaw, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failingbanks, investment firms or other financial institutions or their affiliates (other than through liquidation,administration or other insolvency proceedings).“Bank of America” means Bank of America, N.A. and its successors.“Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Federal FundsEffective Rate in effect on such day plus ½ of 1%, (b) the Prime Rate in effect for such day and (c) (i)13

with respect to Initial Term B-1 Loans, Sixth Incremental Term Loans, Seventh Incremental Term Loansand Revolving Credit Loans, Term SOFR on such day (or if such day is not a Business Day, theimmediately preceding Business Day) for a one-month Interest Period plus 1.00%; provided that for theavoidance of doubt, Term SOFR for any day shall be the Term SOFR Reference Rate, at approximately5:00 a.m. (Chicago time) two Business Days prior to such day for a term of one month commencing onsuch day, and (ii) with respect to all Loans (other than Initial Term B-1 Loans, Sixth Incremental TermLoans, Seventh Incremental Term Loans and Revolving Credit Loans), the Eurocurrency Rate on ▇▇▇▇▇▇▇ (or if such day is not a Business Day, the immediately preceding Business Day) for deposits inDollars for a one-month Interest Period plus 1.00%; provided that for the avoidance of doubt, theEurocurrency Rate for any day shall be the LIBO Screen Rate, at approximately 11:00 a.m. (Londontime) two Business Days prior to such day for deposits in Dollars with a term of one month commencingon such day. Notwithstanding the foregoing, (i) solely with respect to the Non-Extended Term Loans, theBase Rate will be deemed to be 2.00% per annum if the Base Rate calculated pursuant to the foregoingprovisions would otherwise be less than 2.00% per annum, (ii) solely with respect to the Extended TermLoans, the Base Rate will be deemed to be 1.50% per annum if the Base Rate calculated pursuant to theforegoing provisions would otherwise be less than 1.50% per annum, (iii) solely with respect to the InitialTerm B-1 Loans (which, following the Amendment No. 7 Effective Date, will include the IncrementalTerm B-1 Loans and which, following the Amendment No. 8 Increase Effective Date, will include theFourth Incremental Term Loans) and the Fifth Incremental Term Loans, the Base Rate will be deemed tobe 1.50% per annum if the Base Rate calculated pursuant to the foregoing provisions would otherwise beless than 1.50% per annum, (iv) solely with respect to the Sixth Incremental Term Loans, the Base Ratewill be deemed to be 1.50% per annum if the Base Rate calculated pursuant to the foregoing provisionswould otherwise be less than 1.50% per annum and (v) solely with respect to the Seventh IncrementalTerm Loans, the Base Rate will be deemed to be 1.50% per annum if the Base Rate calculated pursuant tothe foregoing provisions would otherwise be less than 1.50% per annum. If the Administrative Agentshall have determined (which determination shall be conclusive absent manifest error) that it is unable toascertain the Federal Funds Effective Rate for any reason, including the inability or failure of theAdministrative Agent to obtain sufficient quotations in accordance with the terms of the definitionthereof, the Base Rate shall be determined without regard to clause (a) of the preceding sentence until thecircumstances giving rise to such inability no longer exist. Further, with respect to each of the otherBorrowings, the Base Rate will be deemed to be 0% per annum if the Base Rate calculated pursuant to theforegoing provisions would otherwise be less than 0% per annum. Any change in the Base Rate due to achange in the Prime Rate, the Federal Funds Effective Rate, the Eurocurrency Rate or Term SOFR shallbe effective from and including the effective date of such change in the Prime Rate, the Federal FundsEffective Rate, the Eurocurrency Rate or Term SOFR, respectively.“Base Rate Loan” means a Loan denominated in Dollars that bears interest based on the BaseRate. “Base Rate Term SOFR Determination Day” has the meaning set forth in the definition of“Term SOFR.”“Blackstone Funds” means, individually or collectively, any investment fund, co-investmentvehicles and/or other similar vehicles or accounts, in each case managed or advised by an Affiliate ofBlackstone Inc., or any of their respective successors.“Bona Fide Debt Fund” means any fund or investment vehicle that is primarily engaged in themaking, purchasing, holding or otherwise investing in commercial loans, bonds and other similarextensions of credit in the ordinary course. 14

“Borrower” has the meaning set forth in the introductory paragraph hereto.“Borrower Materials” has the meaning set forth in Section 6.02.“Borrower Offer of Specified Discount Prepayment” means the offer by any Company Partyto make a voluntary prepayment of Term Loans at a Specified Discount to par pursuant to Section2.05(a)(v)(B).“Borrower Solicitation of Discount Range Prepayment Offers” means the solicitation by anyCompany Party of offers for, and the corresponding acceptance by a Lender of, a voluntary prepaymentof Term Loans at a specified range of discounts to par pursuant to Section 2.05(a)(v)(C).“Borrower Solicitation of Discounted Prepayment Offers” means the solicitation by anyCompany Party of offers for, and the subsequent acceptance, if any, by a Lender of, a voluntaryprepayment of Term Loans at a discount to par pursuant to Section 2.05(a)(v)(D).“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing or a TermBorrowing of a particular Class, as the context may require.“Business Combination Agreement” means that certain Business Combination Agreement,dated as of January 25, 2021, as amended, by and among ▇▇▇▇▇ Trasimene Acquisition Corp., TempoHolding Company, LLC, a Delaware limited liability company, Acrobat Holdings, Inc., a Delawarecorporation, Acrobat SPAC Merger Sub, Inc., a Delaware corporation, Acrobat Merger Sub, LLC, aDelaware limited liability company, Acrobat Blocker 1 Corp., a Delaware corporation, Acrobat Blocker 2Corp., a Delaware corporation, Acrobat Blocker 3 Corp., a Delaware corporation, Acrobat Blocker 4Corp., a Delaware corporation, Tempo Blocker I, LLC, a Delaware limited liability company, TempoBlocker II, LLC, a Delaware limited liability company, Blackstone Tempo Feeder Fund VII, L.P., aDelaware limited partnership, and New Mountain Partners IV Special (AIV-E), LP, a Delaware limitedpartnership.“Business Day” means any day other than a Saturday, Sunday or other day on which commercialbanks are authorized to close under the Laws of, or are in fact closed in, the state of New York or the statewhere the Administrative Agent’s Office is located and if such day relates to any interest rate settings asto a Eurocurrency Rate Loan, any fundings, disbursements, settlements and payments in respect of anysuch Eurocurrency Rate Loan, or any other dealings to be carried out pursuant to this Agreement inrespect of any such Eurocurrency Rate Loan, means a day on which dealings in deposits in the applicableApproved Currency are conducted by and between banks in the applicable London interbank market;provided, however, that, when used in connection with a Term SOFR Loan or a Daily SOFR Loan, theterm “Business Day” shall mean a U.S. Government Securities Business Day.“Capital Expenditures” means, for any period, the aggregate of all expenditures (whether paidin cash or accrued as liabilities and including in all events all amounts expended or capitalized underFinancing Leases) by the Borrower and its Restricted Subsidiaries during such period that, in conformitywith GAAP, are or are required to be included as capital expenditures on the consolidated statement ofcash flows of the Borrower and its Restricted Subsidiaries.“Capitalized Software Expenditures” means, for any period, the aggregate of all expenditures(whether paid in cash or accrued as liabilities) by the Borrower and the Restricted Subsidiaries duringsuch period in respect of licensed or purchased software or internally developed software and software15

enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs onthe consolidated balance sheet of the Borrower and the Restricted Subsidiaries.“Cash Collateral” has the meaning set forth in Section 2.03(g).“Cash Collateral Account” means a blocked account at a commercial bank specified by theAdministrative Agent in the name of the Administrative Agent and under the sole dominion and controlof the Administrative Agent, and otherwise established in a manner reasonably satisfactory to theAdministrative Agent.“Cash Collateralize” has the meaning set forth in Section 2.03(g).“Cash Equivalents” means any of the following types of Investments, to the extent owned by theBorrower or any Restricted Subsidiary:(1) Dollars;(2) (a) cash in such local currencies held by the Borrower or any Restricted Subsidiary fromtime to time in the ordinary course of business or (b) Sterling, euros or any national currency of anyparticipating member state of the Economic and Monetary Union (EMU);(3) securities issued or directly and fully and unconditionally guaranteed or insured by theU.S. government or any agency or instrumentality thereof the securities of which are unconditionallyguaranteed as a full faith and credit obligation of such government with maturities of 24 months or lessfrom the date of acquisition;(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of 24months or less from the date of acquisition, demand deposits, bankers’ acceptances with maturities notexceeding one year and overnight bank deposits, in each case with any domestic or foreign commercialbank having capital and surplus of not less than $250,000,000 in the case of U.S. banks and $100,000,000(or the dollar equivalent thereof in foreign currencies as of the date of determination) in the case of non-U.S. banks;(5) repurchase obligations for underlying securities of the types described in clauses (3), (4),(7) and (8) entered into with any financial institution or recognized securities dealer meeting thequalifications specified in clause (4) above;(6) commercial paper and variable or fixed rate notes rated at least P-2 by ▇▇▇▇▇’▇ or atleast A-2 by S&P (or, if at any time neither ▇▇▇▇▇’▇ nor S&P shall be rating such obligations, anequivalent rating from another nationally recognized statistical Rating Agency) and in each case maturingwithin 24 months after the date of creation thereof;(7) marketable short-term money market and similar funds having a rating of at least P-2 orA-2 from either ▇▇▇▇▇’▇ or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be ratingsuch obligations, an equivalent rating from another nationally recognized statistical Rating Agency);(8) readily marketable direct obligations issued by any state, commonwealth or territory ofthe United States or any political subdivision or taxing authority thereof having an investment graderating from either Moody’s or S&P (or, if at any time neither ▇▇▇▇▇’▇ nor S&P shall be rating such16

obligations, an equivalent rating from another nationally recognized statistical Rating Agency) withmaturities of 24 months or less from the date of acquisition;(9) readily marketable direct obligations issued by any foreign government or any politicalsubdivision or public instrumentality thereof, in each case having an investment grade rating from eitherMoody’s or S&P (or, if at any time neither ▇▇▇▇▇’▇ nor S&P shall be rating such obligations, anequivalent rating from another nationally recognized statistical Rating Agency) with maturities of 24months or less from the date of acquisition;(10) Investments with average maturities of 12 months or less from the date of acquisition inmoney market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalentthereof) or better by ▇▇▇▇▇’▇ (or, if at any time neither ▇▇▇▇▇’▇ nor S&P shall be rating suchobligations, an equivalent rating from another nationally recognized statistical Rating Agency);(11) securities with maturities of 12 months or less from the date of acquisition backed bystandby letters of credit issued by any financial institution or recognized securities dealer meeting thequalifications specified in clause (4) above;(12) Indebtedness or preferred stock issued by Persons with a rating of “A” or higher fromS&P or “A2” or higher from ▇▇▇▇▇’▇ with maturities of 24 months or less from the date of acquisition;and (13) investment funds investing at least 90% of their assets in securities of the types describedin clauses (1) through (12) ▇▇▇▇▇.▇▇ the case of Investments by any Foreign Subsidiary that is a Restricted Subsidiary orInvestments made in a country outside the United States of America, Cash Equivalents shall also include(a) investments of the type and maturity described in clauses (1) through (8) and clauses (10), (11), (12)and (13) above of foreign obligors, which Investments or obligors (or the parents of such obligors) haveratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (b)other short-term investments utilized by Foreign Subsidiaries that are Restricted Subsidiaries inaccordance with normal investment practices for cash management in investments analogous to theforegoing investments in clauses (1) through (13) and in this paragraph.Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated incurrencies other than those set forth in clauses (1) and (2) above; provided that such amounts areconverted into any currency listed in clauses (1) and (2) as promptly as practicable and in any eventwithin ten (10) Business Days following the receipt of such amounts.For the avoidance of doubt, any items identified as Cash Equivalents under this definition will bedeemed to be Cash Equivalents for all purposes regardless of the treatment of such items under GAAP.“Casualty Event” means any event that gives rise to the receipt by the Borrower or anyRestricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment,fixed assets or real property (including any improvements thereon) to replace or repair such equipment,fixed assets or real property.“CERCLA” means the Comprehensive Environmental Response, Compensation, and LiabilityAct of 1980, as subsequently amended, and the regulations promulgated thereunder.17

“CFC” means a “controlled foreign corporation” within the meaning of Section 957(a) of theCode. “Change of Control” shall be deemed to occur if:(a) at any time prior to a Qualified IPO, any combination of Permitted Holders shall fail toown beneficially (within the meaning of Rule 13d-5 of the Exchange Act as in effect on the ClosingDate), directly or indirectly, in the aggregate Equity Interests representing at least a majority of theaggregate ordinary voting power represented by the issued and outstanding Equity Interests of Holdings;(b) at any time after a Qualified IPO, any person or “group” (within the meaning of Rules13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date), other than (i) any combinationof the Investors and the Permitted Holders or (ii) any “group” including any Permitted Holders (providedthat Permitted Holders beneficially own more than 50% of all voting interests beneficially owned by such“group”), shall have acquired beneficial ownership of more than 50%, on a fully diluted basis, of thevoting interest in Holdings’ Equity Interests;(c) a “change of control” (or similar event) shall occur under the Senior Notes or anyIndebtedness for borrowed money permitted under Section 7.03 with an outstanding principal amount inexcess of the Threshold Amount or any Permitted Refinancing in respect of any of the foregoing with anoutstanding principal amount in excess of the Threshold Amount; or(d) Holdings shall cease to own directly 100% of the Equity Interests of the Borrower.Notwithstanding the preceding or any provision of Section 13d-3 of the Exchange Act, (i) aPerson or group shall not be deemed to beneficially own Equity Interests subject to a stock or assetpurchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (orvoting or option or similar agreement related thereto) until the consummation of the acquisition of theEquity Interests in connection with the transactions contemplated by such agreement, (ii) if any groupincludes one or more Permitted Holders, the issued and outstanding Equity Interests of the Borrowerowned, directly or indirectly, by any Permitted Holders that are part of such group shall not be treated asbeing beneficially owned by such group or any other member of such group for purposes of determiningwhether a Change of Control has occurred and (iii) a Person or group will not be deemed to beneficiallyown the Equity Interests of another Person as a result of its ownership of the Equity Interests or othersecurities of such other Person’s parent entity (or related contractual rights) unless it owns 50% or moreof the total voting power of the Equity Interests entitled to vote for the election of directors of such parententity having a majority of the aggregate votes on the board of directors (or similar body) of such parententity. “City Code” has the definition in Section 1.2(h).“Class” (a) when used with respect to any Lender, refers to whether such Lender has a Loan orCommitment with respect to a particular Class of Loans or Commitments, (b) when used with respect toCommitments, refers to whether such Commitments are Non-Extended Revolving Credit Commitments,Extended2025 Incremental Revolving Credit Commitments, Extending Revolving Credit Commitmentsof a given Extension Series, Commitments in respect of any Non-Extended Term Loans, Commitments inrespect of any Extended Term Loans, Extending Term Loans of a given Extension Series, RevolvingCommitment Increases, Other Revolving Credit Commitments, Initial Term Commitments, IncrementalTerm Commitments, Third Incremental Commitments, Additional Initial Term B-1 Commitments,Additional Incremental Term B-1 Commitments, Fourth Incremental Commitments, Additional FifthIncremental Commitments, Additional Sixth Incremental Commitments, Additional Seventh Incremental18

Commitments or Refinancing Term Commitments of a given Refinancing Series and (c) when used withrespect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing,are Non-Extended2025 Incremental Revolving Credit Loans, Extended Revolving Credit Loans,Revolving Credit Loans under Revolving Commitment Increases, Revolving Credit Loans underExtending Revolving Credit Commitments of a given Extension Series, Revolving Credit Loans underOther Revolving Credit Commitments, Initial Term Loans (which, following the Amendment No. 1Effective Date, will include the First Incremental Term Loans and, following the Amendment No. 2Effective Date, will include the Second Incremental Term Loans), Third Incremental Term Loans, InitialTerm B-1 Loans (which, following the Amendment No. 7 Effective Date, will include the IncrementalTerm B-1 Loans and, following the Amendment No. 8 Increase Effective Date, will include the FourthIncremental Term Loans), Fifth Incremental Term Loans, Sixth Incremental Term Loans, SeventhIncremental Term Loans, Incremental Term Loans, Refinancing Term Loans of a given RefinancingSeries, Non-Extended Term Loans, Extended Term Loans or Extending Term Loans of a given ExtensionSeries. Revolving Credit Commitments, Incremental Revolving Credit Commitments, ExtendingRevolving Credit Commitments, Other Revolving Credit Commitments, Initial Term Commitments,Incremental Term Commitments or Refinancing Term Commitments (and in each case, the Loans madepursuant to such Commitments) that have different terms and conditions shall be construed to be indifferent Classes. Commitments (and, in each case, the Loans made pursuant to such Commitments) thathave the same terms and conditions shall be construed to be in the same Class. There shall be no morethan an aggregate of four Classes of revolving credit facilities and eight Classes of term loan facilitiesunder this Agreement at any time outstanding under this Agreement.“Closing Date” means May 1, 2017, the first date on which all conditions precedent in Section4.01 are satisfied or waived in accordance with Section 4.01.“Closing Fees” means those fees required to be paid on the Closing Date pursuant to the FeeLetter. “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.“Collateral” means (i) the “Collateral” as defined in the Security Agreement, (ii) all the“Collateral” or “Pledged Assets” (or similar term) as defined in any other Collateral Document, (iii)Mortgaged Property and (iv) any other assets pledged or in which a Lien is granted, in each case, pursuantto any Collateral Document.“Collateral Agent” means Bank of America, in its capacity as collateral agent or pledgee in itsown name under any of the Loan Documents, or any successor collateral agent.“Collateral and Guarantee Requirement” means, at any time, the requirement that:(a) the Administrative Agent shall have received each Collateral Document required to bedelivered on the Closing Date pursuant to Section 4.01(a) or from time to time pursuant to Section 6.11, Section 6.13, Section 6.16 or the Security Agreement, subject to the limitations and exceptions of thisAgreement, duly executed by each Loan Party party thereto;(b) the Obligations shall have been guaranteed by Holdings and each Subsidiary of theBorrower (other than Excluded Subsidiaries) pursuant to the Guaranty;(c) the Obligations and the Guaranty shall have been secured pursuant to the SecurityAgreement by a first-priority perfected security interest in (i) all the Equity Interests of the Borrower and(ii) all Equity Interests of each Restricted Subsidiary (that is not an Excluded Subsidiary (other than any19

Restricted Subsidiary that is an Excluded Subsidiary solely pursuant to clause (f) or (j) of the definitionthereof)) directly owned by any Loan Party, subject to exceptions and limitations otherwise set forth inthis Agreement and the Collateral Documents (to the extent appropriate in the applicable jurisdiction)(and the Collateral Agent shall have received certificates or other instruments representing all such EquityInterests (if any), together with undated stock powers or other instruments of transfer with respect theretoendorsed in blank);(d) all Pledged Debt owing to any Loan Party that is evidenced by a promissory note shallhave been delivered to the Collateral Agent pursuant to the Security Agreement and the Collateral Agentshall have received all such promissory notes, together with undated instruments of transfer with respectthereto endorsed in blank;(e) the Obligations and the Guaranty shall have been secured by a perfected security interestin, and Mortgages on, substantially all now owned or, in the case of real property, fee owned, or at anytime hereafter acquired tangible and intangible assets of each Loan Party (including Equity Interests,intercompany debt, accounts, inventory, equipment, investment property, contract rights, intellectualproperty, other general intangibles, Material Real Property and proceeds of the foregoing), in each case,subject to exceptions and limitations otherwise set forth in this Agreement and the Collateral Documents(to the extent appropriate in the applicable jurisdiction), in each case with the priority required by theCollateral Documents;(f) subject to limitations and exceptions of this Agreement and the Collateral Documents, tothe extent a security interest in and Mortgages on any Material Real Property are required pursuant toclause (e) above or under Sections 6.11, 6.13 or 6.16 (each, a “Mortgaged Property”), theAdministrative Agent shall have received (i) counterparts of a Mortgage with respect to such MortgagedProperty duly executed and delivered by the record owner of such property, together with evidence suchMortgage has been duly executed, acknowledged and delivered by a duly authorized officer of each partythereto, in form suitable for filing or recording in all filing or recording offices that the AdministrativeAgent may reasonably deem necessary or desirable in order to create a valid and subsisting perfected Lien(subject only to Liens described in clause (ii) below) on the property and/or rights described therein infavor of the Collateral Agent for the benefit of the Secured Parties, and evidence that all filing andrecording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory tothe Administrative Agent (it being understood that if a mortgage tax will be owed on the entire amount ofthe indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to 100% ofthe fair market value of the property covered by such Mortgage (as reasonably determined by theBorrower in good faith) at the time the Mortgage is entered into if such limitation results in suchmortgage tax being calculated based upon such fair market value), (ii) a fully paid American Land TitleAssociation Lender’s policy of title insurance (or a marked-up title insurance commitments having theeffect of a policy of title insurance) on such Mortgaged Property naming the Collateral Agent as theinsured for its benefit and that of the Secured Parties and their respective successors and assigns (each, a“Mortgage Policy”, and collectively the “Mortgage Policies”) issued by a nationally recognized titleinsurance company reasonably acceptable to the Collateral Agent in form and substance and in an amountreasonably acceptable to the Collateral Agent (not to exceed 100% of the fair market value of the propertycovered thereby), insuring such Mortgage to be a valid subsisting first priority Liens on the propertydescribed therein, free and clear of all Liens other than Liens permitted pursuant to Section 7.01 or Liensotherwise consented to by the Collateral Agent, each of which shall (A) to the extent reasonablynecessary, include such coinsurance and reinsurance arrangements (with provisions for direct access, ifreasonably necessary) as shall be reasonably acceptable to the Collateral Agent, (B) contain a “tie-in” or“cluster” endorsement, if available, and applicable, under applicable law (i.e., policies which insureagainst losses regardless of location or allocated value of the insured property up to a stated maximumcoverage amount), and (C) have been supplemented by such endorsements as shall be reasonably20

requested by the Collateral Agent (including endorsements on matters relating to usury, first loss, zoning,contiguity, doing business, public road access, variable rate, environmental lien, subdivision, mortgagerecording tax, separate tax lot, revolving credit and so-called comprehensive coverage over covenants andrestrictions), to the extent such endorsements are available in the applicable jurisdiction at commerciallyreasonable rates; provided, however, that in lieu of a zoning endorsement the Collateral Agent shallaccept a zoning report from a nationally recognized zoning report provider, (iii) an opinion from localcounsel in each jurisdiction (A) where such Mortgaged Property is located regarding the enforceabilityand perfection of such Mortgage and any related fixture filings and (B) where the applicable Loan Partygranting the Mortgage on such Mortgaged Property is organized, regarding the due authorization,execution and delivery of such Mortgage, and in each case, such other matters as may be in form andsubstance reasonably satisfactory to the Collateral Agent, (iv) a completed “life of the loan” FederalEmergency Management Agency Standard Flood Hazard Determination with respect to such MortgagedProperty (together with a notice about special flood hazard area status and flood disaster assistance), dulyexecuted and acknowledged by the applicable Loan Party if required by Flood Insurance Laws (asdefined below), together with evidence of flood insurance, to the extent required under Section 6.07(c)hereof and (v) a new ALTA or such existing surveys together with no change affidavits sufficient for thetitle company to remove all standard survey exceptions from such Mortgage Policy and issue theendorsements required in clause (ii) above;(g) except as otherwise contemplated by this Agreement or any Collateral Document, allcertificates, agreements, documents and instruments, including Uniform Commercial Code financingstatements and filings with the United States Patent and Trademark Office and United States CopyrightOffice, required by the Collateral Documents, applicable Law or reasonably requested by the CollateralAgent to be filed, delivered, registered or recorded to create the Liens intended to be created by theCollateral Documents and perfect such Liens to the extent required by, and with the priority required by,the Collateral Documents and the other provisions of the term “Collateral and Guarantee Requirement,”shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration orrecording; and(h) after the Closing Date, each Restricted Subsidiary of the Borrower that is not then aGuarantor and not an Excluded Subsidiary shall become a Guarantor and signatory to this Agreementpursuant to a joinder agreement in accordance with Sections 6.11 or 6.13 and a party to the CollateralDocuments in accordance with Section 6.11; provided that notwithstanding the foregoing provisions, anySubsidiary of the Borrower that Guarantees (other than Guarantees by a Foreign Subsidiary ofIndebtedness of another Foreign Subsidiary) the Senior Notes or any Junior Financing with a principalamount in excess of the Threshold Amount or any Permitted Refinancing of any of the foregoing shall bea Guarantor hereunder for so long as it Guarantees such Indebtedness.Notwithstanding the foregoing provisions of this definition or anything in this Agreement or anyother Loan Document to the contrary:(A) the foregoing definition shall not require, unless otherwise stated in this clause (A), thecreation or perfection of pledges of, security interests in, Mortgages on, or the obtaining of title insuranceor taking other actions with respect to the following (collectively, the “Excluded Assets”): (i) anyproperty or assets owned by any Foreign Subsidiary or an Unrestricted Subsidiary (unless suchSubsidiary becomes a Guarantor at the option of the Borrower), (ii) any lease, license, contract.agreement or other general intangible or any property subject to a purchase money security interest,Financing Lease Obligation or similar arrangement, in each case permitted under this Agreement, to theextent that a grant of a security interest therein would violate or invalidate such lease, license, contract,agreement or other general intangible, Financing Lease Obligations or purchase money arrangement orcreate a right of termination in favor of any other party thereto (other than a Loan Party) after giving21

effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicableLaw, other than proceeds and receivables thereof, the assignment of which is expressly deemed effectiveunder the Uniform Commercial Code or other applicable Law notwithstanding such prohibition, (iii) anyinterest in fee-owned real property (other than Material Real Properties), (iv) any interest in leased realproperty (including any requirement to deliver landlord waivers, estoppels and collateral access letters),(v) motor vehicles and other assets subject to certificates of title, (vi) Margin Stock and Equity Interestsof any Person other than the Borrower and each wholly owned Subsidiary that is a Restricted Subsidiary(that is also not an Excluded Subsidiary (other than any Restricted Subsidiary that is an ExcludedSubsidiary solely pursuant to clause (f) or (j) of the definition thereof)), (vii) any intent-to-use trademarkapplication prior to the filing of a “statement of use” or “Amendment to Allege Use” with respect thereto,to the extent, if any, that, and solely during the period, if any, that granting a security interest in suchtrademark application prior to such filing would impair the enforceability or validity, or result in thevoiding, of such trademark application (or any registration that may issue therefrom) under applicablefederal Law, (viii) any property or assets to the extent a security interest therein would result in materialadverse tax consequences to Holdings, the Borrower, any direct or indirect parent entity of the Borroweror any of the Borrower’s direct or indirect Subsidiaries, as reasonably determined by the Borrower inconsultation with the Administrative Agent, (ix) any governmental licenses or state or local franchises,charters and authorizations, to the extent a security in any such license, franchise, charter or authorizationis prohibited or restricted thereby after giving effect to the anti-assignment provision of the UniformCommercial Code and other applicable Law, other than proceeds and receivables thereof, the assignmentof which is expressly deemed effective under the Uniform Commercial Code or other applicable Lawnotwithstanding such prohibition or restriction, (x) any assets to the extent pledges and security intereststherein are prohibited or restricted by applicable Law whether on the Closing Date or thereafter (includingany requirement to obtain the consent of any governmental authority or third party (other than a LoanParty)), (xi) all commercial tort claims, (xii) any deposit accounts, securities accounts or any similaraccounts (including securities entitlements) (in each case, other than proceeds of Collateral) and any otheraccounts used solely as payroll and other employee wage and benefit accounts, tax accounts (including,without limitation, sales tax accounts) and any tax benefits accounts, escrow accounts, fiduciary or trustaccounts and any funds and other property held in or maintained in any such accounts, (xiii) letter ofcredit rights, except to the extent constituting a supporting obligation for other Collateral as to whichperfection of the security interest in such other Collateral may be accomplished by the filing of a UniformCommercial Code financing statement (it being understood that no actions shall be required to perfect asecurity interest in letter of credit rights, other than the filing of a Uniform Commercial Code financingstatement), (xiv) cash and Cash Equivalents (other than cash and Cash Equivalents to the extentconstituting proceeds of Collateral), (xv) any particular assets if the burden, cost or consequence ofcreating or perfecting such pledges or security interests in such assets is excessive in relation to thebenefits to be obtained therefrom by the Lenders under the Loan Documents as mutually agreed by theBorrower and the Administrative Agent, (xvi) voting Equity Interests in any Foreign Subsidiary orFSHCO representing more than 65% of the voting power of all outstanding Equity Interests of suchForeign Subsidiary or FSHCO and (xvii) proceeds from any and all of the foregoing assets described inclauses (i) through (xvi) above to the extent such proceeds would otherwise be excluded pursuant toclauses (i) through (xvi) above;(B) (i) the foregoing definition shall not require control agreements with respect to any cash,deposit accounts or securities accounts or any other assets requiring perfection through controlagreements; (ii) no actions in any non-U.S. jurisdiction or required by the laws of any non-U.S.jurisdiction shall be required in order to create any security interests in assets located or titled outside ofthe U.S., including any intellectual property registered in any non-U.S. jurisdiction, or to perfect suchsecurity interests (it being understood that there shall be no security agreements or pledge agreementsgoverned under the laws of any non-U.S. jurisdiction) and (iii) except to the extent that perfection andpriority may be achieved by the filing of a financing statement under the Uniform Commercial Code with22

respect to the Borrower or a Guarantor, the Loan Documents shall not contain any requirements as toperfection or priority with respect to any assets or property described in clauses (i) or (ii) of this clause(B); (C) the Collateral Agent in its discretion may grant extensions of time for the creation orperfection of security interests in, and Mortgages on, or obtaining of title insurance or taking other actionswith respect to, particular assets (including extensions beyond the Closing Date) where it reasonablydetermines, in consultation with the Borrower, that the creation or perfection of security interests andMortgages on, or obtaining of title insurance or taking other actions, or any other compliance with therequirements of this definition cannot be accomplished without undue delay, burden or expense by thetime or times at which it would otherwise be required by this Agreement or the Collateral Documents;provided that the Collateral Agent shall have received on or prior to the Closing Date (i) UniformCommercial Code financing statements in appropriate form for filing under the Uniform CommercialCode in the jurisdiction of incorporation or organization of each Loan Party, (ii) filings with the UnitedStates Copyright Office and the United States Patent and Trademark Office and (iii) any certificates orinstruments representing or evidencing Equity Interests of the Borrower and its Domestic Subsidiaries(other than Equity Interests constituting Excluded Assets) accompanied by instruments of transfer andstock powers undated and endorsed in blank (or confirmation in lieu thereof reasonably satisfactory to theCollateral Agent or its counsel that such certificates, powers and instruments have been sent for overnightdelivery to the Collateral Agent or its counsel); provided further that the Collateral Agent shall havereceived the items set forth on Schedule 6.16 on or prior to the date(s) set forth therein;(D) in the event that a Foreign Subsidiary becomes a Guarantor such Loan Party shall grant aperfected lien on substantially all of its assets pursuant to arrangements reasonably agreed between theAdministrative Agent and the Borrower, pursuant to documentation and subject to customary limitationsin such jurisdiction as may be reasonably agreed between the Administrative Agent and the Borrower,and nothing in the definition of “Excluded Asset” or other limitation in this Agreement shall in any waylimit or restrict the pledge of assets and property by any such Foreign Subsidiary that is a Guarantor orthe pledge of the Equity Interests of such Foreign Subsidiary by any other Loan Party that holds suchEquity Interests; andLiens required to be granted from time to time pursuant to the Collateral and GuaranteeRequirement shall be subject to exceptions and limitations (if any) set forth in this Agreement and theCollateral Documents.“Collateral Documents” means, collectively, the Security Agreement, the Intellectual PropertySecurity Agreements, each of the Mortgages, collateral assignments, security agreements, pledgeagreements, intellectual property security agreements or other similar agreements delivered to theAdministrative Agent or the Collateral Agent pursuant to Section 4.01, Section 6.11, Section 6.13 or Section 6.16 and each of the other agreements, instruments or documents that creates or purports to createa Lien in favor of the Administrative Agent or the Collateral Agent for the benefit of the Secured Parties.“Commitment” means a Revolving Credit Commitment, Incremental Revolving CreditCommitment, Non-Extended2025 Incremental Revolving Credit Commitment, Extended RevolvingCredit Commitment, Extending Revolving Credit Commitment of a given Extension Series, OtherRevolving Credit Commitment of a given Refinancing Series, Initial Term Commitment, FirstIncremental Commitment, Second Incremental Commitment, Third Incremental Commitment, AdditionalInitial Term B-1 Commitment, Additional Incremental Term B-1 Commitment, Fourth IncrementalCommitment, Additional Fifth Incremental Commitment, Additional Sixth Incremental Commitment,Additional Seventh Incremental Commitment, Incremental Term Commitment, Refinancing TermCommitment of a given Refinancing Series, commitment in respect of any Non-Extended Term Loans,23

commitment in respect of any Extended Term Loans or commitment in respect of any Extending TermLoans, as the context may require.“Committed Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans fromone Type to the other, or (c) a continuation of Eurocurrency Rate Loans or Term SOFR Loans, pursuantto Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A or such other formas may be approved by the Administrative Agent (including any form on an electronic platform orelectronic transmission system as shall be approved by the Administrative Agent), appropriatelycompleted and signed by a Responsible Officer of the Borrower.“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).“Company” has the meaning given to such term in the Preliminary Statements hereto.“Company Parties” means the collective reference to Holdings and its Restricted Subsidiaries,including the Borrower, and “Company Party” means any one of them.“Compensation Period” has the meaning set forth in Section 2.12(c)(ii).“Compliance Certificate” means a certificate substantially in the form of Exhibit E-1.“Consenting Extended Term Lender” has the meaning specified in Amendment No. 7.“Consenting Fifth Incremental Term Lender” has the meaning specified in Amendment No.10. “Consenting Sixth Incremental Term Lender” has the meaning specified in Amendment No.11. “Consenting Term B-1 Lender” has the meaning specified in Amendment No. 9.“Consenting Third Incremental Term Lender” has the meaning specified in Amendment No.7. “Consolidated EBITDA” means, for any period, the Consolidated Net Income for such period:(1) increased (without duplication) by the following, in each case (other than with respect toclauses (h), (k), and the applicable pro forma adjustments in clause (m)) to the extent deducted (and notadded back) in determining Consolidated Net Income for such period:(a) (x) provision for taxes based on income, profits or capital, including, without limitation,federal, state, franchise and similar taxes (such as the Delaware franchise tax, the Pennsylvania capitaltax, Texas margin tax and provincial capital taxes paid in Canada) and foreign withholding taxes(including any future taxes or other levies which replace or are intended to be in lieu of such taxes andany penalties and interest related to such taxes or arising from tax examinations), (y) if the Borrower istreated as a disregarded entity or partnership for U.S. federal, state and/or local income tax purposes forsuch period or any portion thereof, the amount of distributions actually made to any direct or indirectparent company of the Borrower in respect of such period in accordance with Section 7.06(i) and (z) thenet tax expense associated with any adjustments made pursuant to clauses (1) through (17) of thedefinition of “Consolidated Net Income”; plus 24

(b) Fixed Charges for such period (including (w) non-cash rent expense, (x) net losses or anyobligations on Swap Obligations or other derivative instruments entered into for the purpose of hedginginterest rate risk, (y) bank fees and other financing fees and (z) costs of surety bonds in connection withfinancing activities, plus amounts excluded from Consolidated Interest Expense as set forth in clauses(1)(o) through (z) in the definition thereof); plus(c) the total amount of depreciation and amortization expenses and capitalized fees,including, without limitation, the amortization of capitalized fees related to any Qualified SecuritizationFacility and the amortization of intangible assets, deferred financing costs, debt issuance costs,commissions, fees and expenses, and any Capitalized Software Expenditures of the Borrower and itsRestricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordancewith GAAP; plus(d) the amount of any equity-based or non-cash compensation charges or expenses, includingany such charges or expenses arising from grants of stock appreciation or similar rights, stock options,restricted stock or other rights; plus(e) any other non-cash charges, expenses or losses, including non-cash losses on the sale ofassets and any write-offs or write-downs reducing Consolidated Net Income for such period and any non-cash expense relating to the vesting of warrants (provided that if any such non-cash charges represent anaccrual or reserve for potential cash items in any future period, (A) the Borrower may elect not to addback such non-cash charge in the current period and (B) to the extent the Borrower elects to add backsuch non-cash charge, the cash payment in respect thereof in such future period shall be subtracted fromConsolidated EBITDA to such extent), and excluding amortization of a prepaid cash item that was paid ina prior period; plus(f) the amount of any non-controlling interest or minority interest expense consisting ofSubsidiary income attributable to non-controlling or minority equity interests of third parties in any non-wholly owned Subsidiary; plus(g) the amount of (x) management, monitoring, consulting, transaction, advisory and otherfees (including termination fees) and indemnities and expenses paid or accrued in such period to theInvestors or otherwise to any member of the board of directors of the Borrower, any Permitted Holder orany Affiliate of a Permitted Holder, in each case, to the extent permitted under Section 7.08 and (y) theamount of any fees and other compensation paid to the members of the board of directors (or theequivalent thereof) of the Borrower or any of its parent entities; plus(h) the amount of (x) pro forma “run rate” cost savings, operating expense reductions andsynergies related to the Transactions that are reasonably identifiable and factually supportable andprojected by the Borrower in good faith to result from actions that have been taken or with respect towhich substantial steps have been taken or are expected to be taken (in the good faith determination of theBorrower) within 36 months after the Closing Date (including from any actions taken in whole or in partprior to the Closing Date), net the amount of actual benefits realized during such period from such actionsand (y) pro forma “run rate” cost savings, operating expense reductions and synergies related to mergersand other business combinations, acquisitions, investments, dispositions, divestitures, restructurings,operating improvements, cost savings initiatives and other similar transactions or initiatives (including themodification and renegotiation of contracts and other arrangements) that are reasonably identifiable andfactually supportable and projected by the Borrower in good faith to result from actions that have beentaken or with respect to which substantial steps have been taken (in each case, including prior to theClosing Date) or are expected to be taken (in the good faith determination of the Borrower) within 24months after any such transaction, initiative or event is consummated, net the amount of actual benefits25

realized during such period from such actions, in each case, calculated on a pro forma basis as thoughsuch cost savings, operating expense reductions and synergies had been realized on the first day of suchperiod for which Consolidated EBITDA is being determined and as if such cost savings, operatingexpense reductions and synergies were realized on the first day of the applicable period for the entirety ofsuch period; provided that no cost savings, operating expense reductions and synergies shall be addedpursuant to this clause (h) to the extent duplicative of any expenses or charges otherwise added toConsolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period; plus(i) the amount of loss or discount on sale of receivables, Securitization Assets and relatedassets to any Securitization Subsidiary in connection with a Qualified Securitization Facility; plus(j) any costs or expense incurred by the Borrower or a Restricted Subsidiary or a parententity of the Borrower to the extent paid by the Borrower pursuant to any management equity plan orstock option plan or any other management or employee benefit plan or agreement or any stocksubscription or shareholder agreement, to the extent that such cost or expenses are funded with cashproceeds contributed to the capital of the Borrower or net cash proceeds of an issuance of Equity Interestsof the Borrower (other than Disqualified Equity Interests) solely to the extent that such cash proceeds ornet cash proceeds are excluded from the calculation of Cumulative Credit; plus(k) cash receipts (or any netting arrangements resulting in reduced cash expenditures) notrepresenting Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cashgains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant toclause (2) below for any previous period and not added back; plus(l) any net losses, charges, expenses, costs or other payments (including all fees, expenses orcharges related thereto) (i) from disposed, abandoned or discontinued operations, (ii) in respect offacilities no longer used or useful in the conduct of the business of the Borrower or its RestrictedSubsidiaries, abandoned, closed, disposed or discontinued operations and any losses on disposal ofabandoned, closed or discontinued operations and (iii) attributable to business dispositions or assetdispositions (other than in the ordinary course of business) as determined in good faith by the Borrower;plus (m) any other adjustments, exclusions and add-backs reflected in the Sponsor’s model andquality of earnings summaries delivered to the Lead Arrangers on or about February 2, 2017;(2) decreased (without duplication) by the following, in each case to the extent included indetermining Consolidated Net Income for such period:(a) non-cash gains (including non-cash gains on the sale of assets) increasing ConsolidatedNet Income of the Borrower for such period, excluding any non-cash gains to the extent they representthe reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in anyprior period and any non-cash gains with respect to cash actually received in a prior period so long assuch cash did not increase Consolidated EBITDA in such prior period; plus(b) any net income from disposed, abandoned, closed or discontinued operations orattributable to business dispositions or asset dispositions (other than in the ordinary course of business) asdetermined in good faith by the Borrower; and(3) increased or decreased (without duplication) by, as applicable, any non-cash adjustmentsresulting from the application of FASB Interpretation No. 45 Guarantees.26

There shall be included in determining Consolidated EBITDA for any period, withoutduplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by theBorrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any relatedPerson, property, business or assets to the extent not so acquired), to the extent not subsequently sold,transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (eachsuch Person, property, business or asset acquired and not subsequently so disposed of, an “AcquiredEntity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into aRestricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on theactual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary forsuch period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes ofthe definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section7.11 and the calculation of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured NetLeverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest CoverageRatio, an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro FormaAdjustment with respect to such Acquired Entity or Business for such period (including the portionthereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officerand delivered to the Lenders and the Administrative Agent. There shall be excluded in determiningConsolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset(other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classifiedas discontinued operations (but if such operations are classified as discontinued due to the fact that theyare subject to an agreement to dispose of such operations, only when and to the extent such operations areactually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person,property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the DisposedEBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during suchperiod (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of suchSold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portionthereof occurring prior to such sale, transfer or disposition).Notwithstanding anything to the contrary contained herein, for purposes of determiningConsolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters endedon March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDAfor such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively,in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph forany four-quarter period with respect to any acquisitions, dispositions or conversions occurring after theClosing Date.“Consolidated First Lien Net Debt” means Consolidated Total Net Debt minus the sum of (i)the portion of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated TotalNet Debt that is not secured by any Lien on the Collateral and (ii) the portion of Indebtedness of theBorrower or any Restricted Subsidiary included in Consolidated Total Net Debt that is secured by Lienson the Collateral, which Liens are expressly subordinated or junior to the Liens securing the Obligations.“Consolidated First Lien Net Leverage Ratio” means, with respect to any four-quarter period,the ratio of (a) Consolidated First Lien Net Debt as of the last day of such period to (b) ConsolidatedEBITDA of the Borrower and its Restricted Subsidiaries for such period.“Consolidated Interest Coverage Ratio” means, with respect to any four-quarter period, theratio of (a) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for such period to (b)Consolidated Interest Expense for the Borrower and its Restricted Subsidiaries for such period.27

“Consolidated Interest Expense” means, for any period, the sum, without duplication,of: (1) consolidated interest expense of the Borrower and its Restricted Subsidiaries forsuch period, to the extent such expense was deducted (and not added back) in computingConsolidated Net Income (including (a) amortization of OID resulting from the issuance ofIndebtedness at less than par, (b) all commissions, discounts and other fees and charges owedwith respect to letters of credit or bankers acceptances, (c) non-cash interest payments (butexcluding any non-cash interest expense attributable to the movement in the mark to marketvaluation of Swap Obligations or other derivative instruments pursuant to GAAP), (d) the interestcomponent of Financing Lease Obligations, and (e) net payments, if any made (less net payments,if any, received), pursuant to interest rate Swap Obligations with respect to Indebtedness, andexcluding (o) annual agency fees paid to the administrative agents and collateral agents under thisAgreement or other credit facilities, (p) any additional interest with respect to failure to complywith any registration rights agreement owing with respect to the Senior Notes or other securities,(q) costs associated with obtaining Swap Obligations, (r) any expense resulting from thediscounting of any Indebtedness in connection with the application of recapitalization accountingor, if applicable, purchase accounting in connection with the Transactions or any acquisition, (s)penalties and interest relating to taxes, (t) any “additional interest” or “liquidated damages” withrespect to other securities for failure to timely comply with registration rights obligations, (u)amortization or expensing of deferred financing fees, amendment and consent fees, debt issuancecosts, commissions, fees, expenses and discounted liabilities and any other amounts of non-cashinterest, (v) any expensing of bridge, commitment and other financing fees and any other feesrelated to the Transactions or any acquisitions after the Closing Date, (w) commissions,discounts, yield and other fees and charges (including any interest expense) related to anyQualified Securitization Facility, (x) any accretion of accrued interest on discounted liabilitiesand any prepayment premium or penalty, (y) interest expense attributable to a parent entityresulting from push-down accounting, and (z) any lease, rental or other expense in connectionwith a Non-Financing Lease Obligation); plus(2) consolidated capitalized interest of the Borrower and its Restricted Subsidiariesfor such period, whether paid or accrued; less(3) interest income of the Borrower and its Restricted Subsidiaries for such period.For purposes of this definition, interest on a Financing Lease Obligation shall be deemed toaccrue at an interest rate reasonably determined by the Borrower to be the rate of interest implicit in suchFinancing Lease Obligation in accordance with GAAP (or, if not implicit, as otherwise determined inaccordance with GAAP).“Consolidated Net Income” means, for any period, the net income (loss) of the Borrower andthe Restricted Subsidiaries for such period determined on a consolidated basis, and otherwise determinedin accordance with GAAP and before any reduction in respect of preferred stock dividends; provided,however, that, without duplication,(1) any after-Tax effect of extraordinary, exceptional, unusual or nonrecurringoccurring gains or losses (less all fees and expenses relating thereto), charges or expenses(including relating to any multi-year strategic initiatives), Transaction Expenses, restructuringand duplicative running costs, restructuring charges or reserves, relocation costs, start-up or initialcosts for any project or new production line, division or new line of business, integration and28

facilities opening costs, facility consolidation and closing costs, severance costs and expenses,one-time charges (including compensation charges), payments made pursuant to the terms ofchange-in-control agreements that the Borrower or a Restricted Subsidiary or a parent entity ofthe Borrower had entered into with employees of the Borrower, a Restricted Subsidiary or aparent entity of the Borrower, costs relating to pre-opening, opening and conversion costs forfacilities, losses, costs or cost inefficiencies related to facility or property disruptions orshutdowns, signing, retention and completion bonuses, recruiting costs, costs incurred inconnection with any strategic initiatives, transition costs, nonrecurring litigation and arbitrationfees, costs and charges, expenses in connection with one-time rate changes, costs incurred inconnection with acquisitions and investments (including travel and out-of-pocket costs,professional fees for legal, accounting and other services, human resources costs (includingrelocation bonuses), nonrecurring litigation and arbitration costs, charges, fees and expenses(including settlements), management transition costs, advertising costs, losses associated withtemporary decreases in work volume and expenses related to maintaining underutilizedpersonnel)and non-recurring product and intellectual property development, other businessoptimization expenses or reserves (including costs and expenses relating to business optimizationprograms and new systems design and costs or reserves associated with improvements to IT andaccounting functions, retention charges (including charges or expenses in respect of incentiveplans), system establishment costs and implementation costs) and operating expenses attributableto the implementation of cost-savings initiatives, and curtailments or modifications to pensionand post-retirement employee benefit plans shall be excluded;(2) at the election of the Borrower with respect to any quarterly period, thecumulative after-Tax effect of a change in accounting principles and changes as a result of theadoption or modification of accounting policies during such period shall be excluded;(3) any net after-Tax effect of gains or losses on disposal, abandonment ordiscontinuance of disposed, abandoned or discontinued operations, as applicable, shall beexcluded;(4) any net after-Tax effect of gains or losses (less all fees, expenses and chargesrelating thereto) attributable to asset dispositions or abandonments or the sale or other dispositionof any Equity Interests of any Person other than in the ordinary course of business shall beexcluded;(5) the net income for such period of any Person that is not a Subsidiary of theBorrower, or is an Unrestricted Subsidiary, or that is accounted for by the equity method ofaccounting shall be excluded; provided that Consolidated Net Income of the Borrower shall beincreased by the amount of dividends or distributions or other payments (other than ExcludedContributions) that are actually paid in cash or Cash Equivalents (or to the extent converted intocash or Cash Equivalents) to the Borrower or a Restricted Subsidiary thereof in respect of suchperiod; (6) solely for purposes of determining the amount of Excess Cash Flow, the netincome for such period of any Restricted Subsidiary (other than any Guarantor) shall be excludedto the extent that the declaration or payment of dividends or similar distributions by thatRestricted Subsidiary of its net income is not at the date of determination permitted without anyprior governmental approval (which has not been obtained) or, directly or indirectly, by theoperation of the terms of its charter or any agreement, instrument, judgment, decree, order,statute, rule or governmental regulation applicable to that Restricted Subsidiary or itsstockholders (other than restrictions in this Agreement), unless such restriction with respect to the29

payment of dividends or similar distributions has been legally waived; provided that theConsolidated Net Income of the Borrower and its Restricted Subsidiaries will be increased by theamount of dividends or other distributions or other payments actually paid in cash or CashEquivalents (or to the extent converted into cash or Cash Equivalents) to the Borrower or aRestricted Subsidiary thereof in respect of such period, to the extent not already included therein;(7) effects of adjustments (including the effects of such adjustments pushed down tothe Borrower and its Restricted Subsidiaries) in the Borrower’s consolidated financial statementspursuant to GAAP (including in the inventory (including any impact of changes to inventoryvaluation policy methods, including changes in capitalization of variances), property andequipment, software, goodwill, intangible assets, in-process research and development, deferredrevenue and debt line items thereof) resulting from the application of recapitalization accountingor purchase accounting, as the case may be, in relation to the Transactions or any consummatedacquisition or joint venture investment or the amortization or write-off or write-down of anyamounts thereof, net of taxes, shall be excluded;(8) any after-Tax effect of income (loss) from the early extinguishment orconversion of (i) Indebtedness, (ii) Swap Obligations or (iii) other derivative instruments shall beexcluded;(9) any impairment charge or asset write-off or write-down, including impairmentcharges or asset write-offs or write-downs related to intangible assets, long-lived assets,investments in debt and equity securities and investments recorded using the equity method or asa result of a change in law or regulation, in each case, pursuant to GAAP, and the amortization ofintangibles arising pursuant to GAAP shall be excluded;(10) any equity-based or non-cash compensation or similar charge or expense orreduction of revenue including any such charge, expense or amount arising from grants of stockappreciation or similar rights, stock options, restricted stock, profits interests or other rights orequity or equity-based incentive programs (“equity incentives”), any one-time cash chargesassociated with the equity incentives or other long-term incentive compensation plans (includingunder deferred compensation arrangements of the Borrower or any of its direct or indirect parententities or subsidiaries), roll-over, acceleration, or payout of Equity Interests by management,other employees or business partners of the Borrower or any of its direct or indirect parententities or subsidiaries, and any cash awards granted to employees of the Borrower and itsSubsidiaries in replacement for forfeited equity awards, shall be excluded;(11) any fees, expenses or charges incurred during such period, or any amortizationthereof for such period, in connection with any acquisition, recapitalization, investment, assetsale, disposition, incurrence or repayment of Indebtedness (including such fees, expenses orcharges related to the offering and issuance of the Senior Notes and other securities and thesyndication and incurrence of any Facility), issuance of Equity Interests of the Borrower or itsdirect or indirect parent entities, refinancing transaction or amendment or modification of anydebt instrument (including any amendment or other modification of the Senior Notes and othersecurities and any Facility) and including, in each case, any such transaction consummated on orprior to the Closing Date and any such transaction undertaken but not completed, and any chargesor non-recurring merger costs incurred during such period as a result of any such transaction, ineach case whether or not successful or consummated (including, for the avoidance of doubt theeffects of expensing all transaction related expenses in accordance with Financial Accounting30

Standards Board Accounting Standards Codification Topic No. 805, Business Combinations),shall be excluded;(12) accruals and reserves that are established or adjusted in connection with theTransactions or within twelve months after the closing of any acquisition that are so required tobe established or adjusted as a result of such acquisition in accordance with GAAP or changes asa result of modifications of accounting policies shall be excluded;(13) any expenses, charges or losses to the extent covered by insurance or indemnityand actually reimbursed, or, so long as the Borrower has made a determination that there existsreasonable evidence that such amount will in fact be reimbursed by the insurer or indemnifyingparty and only to the extent that such amount is in fact reimbursed within 365 days of the date ofthe insurable or indemnifiable event (net of any amount so added back in any prior period to theextent not so reimbursed within the applicable 365-day period), shall be excluded;(14) any non-cash compensation expense resulting from the application of AccountingStandards Codification Topic No. 718, Compensation—Stock Compensation, shall be excluded;(15) any net pension or post-employment benefit costs representing amortization ofunrecognized prior service costs, actuarial losses, including amortization of such amounts arisingin prior periods, amortization of the unrecognized net obligation (and loss or cost) existing at thedate of initial application of Statement on Financial Accounting Standards No. 87, 106 and 112;and any other items of a similar nature, shall be excluded;(16) the following items shall be excluded:(a) any unrealized net gain or loss (after any offset) resulting in such periodfrom Swap Obligations and the application of Accounting Standards Codification TopicNo. 815, Derivatives and Hedging,(b) any unrealized net gain or loss (after any offset) resulting in such periodfrom currency translation gains or losses including those related to currencyremeasurements of Indebtedness (including any net loss or gain resulting from SwapObligations for currency exchange risk) and any other foreign currency translation gainsand losses to the extent such gains or losses are non-cash items,(c) any adjustments resulting for the application of Accounting StandardsCodification Topic No. 460, Guarantees, or any comparable regulation,(d) at the election of the Borrower with respect to any quarterly period,effects of adjustments to accruals and reserves during a prior period relating to anychange in the methodology of calculating reserves for returns, rebates and otherchargebacks, and(e) earn-out, non-compete and contingent consideration obligations(including to the extent accounted for as bonuses or otherwise) and adjustments thereofand purchase price adjustments; and(17) if such Person is treated as a disregarded entity or partnership for U.S. federal,state and/or local income tax purposes for such period or any portion thereof, the amount ofdistributions actually made to any direct or indirect parent company of such Person in respect of31

such period in accordance with Section 7.06(i)(iii) or (solely to the extent used to pay U.S.federal, state and local and foreign Taxes that are attributable to the taxable income, revenue,receipts, gross receipts, gross profits, capital or margin of the Borrower and/or its applicableSubsidiaries, as reasonably determined by the Borrower) (iv) shall be included in calculatingConsolidated Net Income as though such amounts had been paid as taxes directly by such Personfor such ▇▇▇▇▇▇.▇▇ addition, to the extent not already included in the Consolidated Net Income of the Borrowerand its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, ConsolidatedNet Income shall include the amount of proceeds received from business interruption insurance andreimbursements of any expenses and charges that are covered by indemnification or other reimbursementprovisions in connection with any acquisition, investment or any sale, conveyance, transfer or otherdisposition of assets permitted under this Agreement.“Consolidated Secured Net Debt” means Consolidated Total Net Debt minus the portion ofIndebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Net Debt thatis not secured by any Liens on the Collateral.“Consolidated Secured Net Leverage Ratio” means, with respect to any four-quarter period, theratio of (a) Consolidated Secured Net Debt as of the last day of such period to (b) Consolidated EBITDAof the Borrower and its Restricted Subsidiaries for such period.“Consolidated Total Net Debt” means, as of any date of determination, the aggregate principalamount of Indebtedness of the Borrower and its Restricted Subsidiaries outstanding on such date, in anamount that would be reflected on a balance sheet prepared as of such date on a consolidated basis inaccordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from theapplication of purchase accounting in connection with the Transactions or any Permitted Acquisition),consisting of Indebtedness for borrowed money, purchase money indebtedness, AttributableIndebtedness, and debt obligations evidenced by promissory notes, bonds, debentures, loan agreements orsimilar instruments, minus the aggregate amount of all unrestricted cash and Cash Equivalents on thebalance sheet of the Borrower and its Restricted Subsidiaries as of such date; provided that ConsolidatedTotal Net Debt shall not include Indebtedness (i) in respect of letters of credit (including Letters ofCredit), except to the extent of unreimbursed amounts thereunder; provided that any unreimbursedamount under commercial letters of credit shall not be counted as Consolidated Total Net Debt until threeBusiness Days after such amount is drawn, (ii) for the avoidance of doubt, Non-Financing LeaseObligations and (iii) of Unrestricted Subsidiaries; it being understood, for the avoidance of doubt, thatobligations under Swap Contracts do not constitute Consolidated Total Net Debt.“Consolidated Total Net Leverage Ratio” means, with respect to any four-quarter period, theratio of (a) Consolidated Total Net Debt as of the last day of such period to (b) Consolidated EBITDA ofthe Borrower and its Restricted Subsidiaries for such period.“Consolidated Working Capital” means, with respect to the Borrower and its RestrictedSubsidiaries on a consolidated basis at any date of determination, Current Assets at such date ofdetermination minus Current Liabilities at such date of determination; provided that increases ordecreases in Consolidated Working Capital shall be calculated without regard to any changes in CurrentAssets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets orliabilities, as applicable, between current and noncurrent or (b) the effects of purchase accounting.“Contract Consideration” has the meaning set forth in the definition of “Excess Cash Flow.”32

“Contractual Obligation” means, as to any Person, any provision of any security issued by suchPerson or of any agreement, instrument or other undertaking to which such Person is a party or by whichit or any of its property is bound.“Control” has the meaning set forth in the definition of “Affiliate.”“Controlled Investment Affiliate” means, as to any Person, any other Person, other than theInvestors, which directly or indirectly is in control of, is controlled by, or is under common control withsuch Person and is organized by such Person (or any Person controlling such Person) primarily formaking direct or indirect equity or debt investments in the Borrower and/or other companies.“Converted Restricted Subsidiary” has the meaning set forth in the definition of “ConsolidatedEBITDA.”“Converted Unrestricted Subsidiary” has the meaning set forth in the definition of“Consolidated EBITDA.”“Covered Party” has the meaning set forth in Section 10.25(a).“Credit Agreement Refinancing Indebtedness” means (a) Permitted First Priority RefinancingDebt, (b) Permitted Junior Lien Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or (d) otherIndebtedness incurred pursuant to a Refinancing Amendment, in each case, issued, incurred or otherwiseobtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or toextend, renew, replace, repurchase, retire or refinance, in whole or part, existing Term Loans andRevolving Credit Loans (or Commitments in respect to Revolving Credit Loans), or any then-existingCredit Agreement Refinancing Indebtedness (“Refinanced Debt”); provided that (i) subject to thePermitted Earlier Maturity Indebtedness Exception, such Indebtedness has a maturity no earlier, and, inthe case of Refinancing Term Loans, a Weighted Average Life to Maturity equal to or greater than theRefinanced Debt, (ii) such Indebtedness shall not have a greater principal amount than the principalamount of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties thereon andreasonable fees and expenses associated with the refinancing, (iii) the other terms and conditions of suchIndebtedness shall either, at the option of the Borrower (I) reflect market terms and conditions (taken as awhole) at the time of incurrence or issuance (as determined by the Borrower) (provided that to the extentany financial maintenance covenant is added for the benefit of such Credit Agreement RefinancingIndebtedness, such financial maintenance covenant shall be added for the benefit of the Revolving CreditFacility that then benefits from a financial maintenance covenant and is remaining outstanding (except tothe extent such financial maintenance covenant is applicable only to periods after the Latest MaturityDate of such Revolving Credit Facility)) or (II) if not consistent with the terms of the Refinanced Debtbeing refinanced or replaced, not materially more restrictive (taken as a whole) on the Borrower and itsRestricted Subsidiaries (as determined by the Borrower) than those applicable to the Refinanced Debtbeing refinanced or replaced (except for (x) pricing, premiums, fees, rate floors and prepayment andredemption terms and (y) covenants or other provisions applicable only to periods after the LatestMaturity Date at the time of incurrence of such Indebtedness and it being understood that to the extentany financial maintenance covenant is added for the benefit of such (A) Credit Agreement RefinancingIndebtedness in the form of Refinancing Term Loans or refinancing notes or other debt securities(whether issued in a public offering, Rule 144A, private placement or otherwise), no consent shall berequired from the Administrative Agent or any of the Lenders to the extent that such financialmaintenance covenant is also added for the benefit of each Facility remaining outstanding after theincurrence or issuance of such Credit Agreement Refinancing Indebtedness or (B) Credit AgreementRefinancing Indebtedness in the form of Other Revolving Credit Commitments or Other Revolving CreditLoans, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that33

such financial maintenance covenant (x) is also added for the benefit of the Revolving Credit Facility thatthen benefits from a financial maintenance covenant and is remaining outstanding after the incurrence ofsuch Other Revolving Credit Commitments or Other Revolving Credit Loans or (y) applies only toperiods after the Latest Maturity Date of such Revolving Credit Facility) (in each case, provided that acertificate of a Responsible Officer delivered to the Administrative Agent at least five (5) Business Daysprior to the incurrence of such Indebtedness, together with a reasonably detailed description of thematerial terms and conditions of such Indebtedness or drafts of the documentation relating thereto, statingthat the Borrower has determined in good faith that such terms and conditions satisfy the requirement ofthis clause (iii) shall be conclusive evidence that such terms and conditions satisfy such requirement), and(iv) such Refinanced Debt shall be repaid, repurchased, retired, defeased or satisfied and discharged, allaccrued interest, fees, premiums (if any) and penalties in connection therewith shall be paid, and allcommitments thereunder terminated, on the date such Credit Agreement Refinancing Indebtedness isissued, incurred or obtained.“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C CreditExtension.“Cumulative Credit” means, at any date, an amount, not less than zero in the aggregate,determined on a cumulative basis equal to, without duplication:(a) the greater of (x) $175,000,000 and (y) 35% of LTM Consolidated EBITDA; plus(b) the Cumulative Retained Excess Cash Flow Amount at such time; plus(c) the cumulative amount of cash and Cash Equivalent proceeds (other than ExcludedContributions) and fair market value of assets received from (i) the sale of Equity Interests (other than anyDisqualified Equity Interests and other than any Designated Equity Contribution or the EquityInvestment) of the Borrower or any direct or indirect parent of the Borrower after the Closing Date and onor prior to such time (including upon exercise of warrants or options) which proceeds have beencontributed as common equity to the capital of the Borrower or (ii) the common Equity Interests of theBorrower (or Holdings or any direct or indirect parent of Holdings) (other than Disqualified EquityInterests of the Borrower (or any direct or indirect parent of the Borrower) and other than any DesignatedEquity Contribution or the Equity Investment) issued upon conversion of Indebtedness (other thanIndebtedness that is contractually subordinated to the Obligations) of the Borrower or any RestrictedSubsidiary of the Borrower owed to a Person other than a Loan Party or a Restricted Subsidiary of a LoanParty, in each case, not previously applied for a purpose other than use in the Cumulative Credit(including, for the avoidance of doubt, for the purposes of Section 7.03(m)(y)); plus(d) 100% of the aggregate amount of contributions to the common capital (other than from aRestricted Subsidiary and other than any Designated Equity Contribution or the Equity Investment) of theBorrower received in cash and Cash Equivalents after the Closing Date (other than ExcludedContributions or the Equity Investment), excluding any such amount that has been applied in accordancewith Section 7.03(m)(y); plus(e) 100% of the aggregate amount received by the Borrower or any Restricted Subsidiary ofthe Borrower in cash and Cash Equivalents from:(A) the sale (other than to the Borrower or any Restricted Subsidiary) of the EquityInterests of an Unrestricted Subsidiary or any minority investments, or34

(B) any dividend or other distribution by an Unrestricted Subsidiary or received inrespect of any minority investment (except to the extent increasing Consolidated Net Income andexcluding Excluded Contributions or the Equity Investment), or(C) any interest, returns of principal payments and similar payments by anUnrestricted Subsidiary or received in respect of any minority investments (except to the extentincreasing Consolidated Net Income); plus(f) in the event any Unrestricted Subsidiary has been redesignated as a Restricted Subsidiaryor has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or isliquidated into, the Borrower or a Restricted Subsidiary, the fair market value of the Investments of theBorrower and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of suchredesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) so long assuch Investments were originally made pursuant to Section 7.02(n)(y); plus(g) to the extent not already included in Consolidated Net Income, an amount equal to anyreturns in cash and Cash Equivalents (including dividends, interest, distributions, returns of principal,profits on sale, repayments, income and similar amounts) actually received by the Borrower or anyRestricted Subsidiary in respect of any Investments made pursuant to Section 7.02(n)(y); plus(h) 100% of the aggregate amount of any Declined Proceeds; minus(i) any amount of the Cumulative Credit used to make Investments pursuant to Section7.02(n)(y) after the Closing Date and prior to such time; minus(j) any amount of the Cumulative Credit used to pay dividends or make distributionspursuant to Section 7.06(h)(y) after the Closing Date and prior to such time; minus(k) any amount of the Cumulative Credit used to make payments or distributions in respectof Junior Financings pursuant to Section 7.13(a)(iv)(y) after the Closing Date and prior to such time.“Cumulative Retained Excess Cash Flow Amount” means, at any date, an amount determinedon a cumulative basis equal to the aggregate cumulative sum of the Retained Percentage of Excess CashFlow (which shall not be less than zero for any Excess Cash Flow Period), less the amount of ExcessCash Flow of Foreign Subsidiaries to the extent and for so long as such Excess Cash Flow is excludedfrom Excess Cash Flow prepayments pursuant to Section 2.05(b)(x), for all Excess Cash Flow Periodsending after the Closing Date and prior to such date.“Current Assets” means, with respect to the Borrower and the Restricted Subsidiaries on aconsolidated basis at any date of determination, all assets (other than cash and Cash Equivalents) of theBorrower and the Restricted Subsidiaries that would, in accordance with GAAP, be classified on aconsolidated balance sheet of the Borrower and its Restricted Subsidiaries as current assets at such date ofdetermination, other than amounts related to current or deferred Taxes based on income or profits (butexcluding assets held for sale, loans (permitted) to third parties, pension assets, deferred bank fees andderivative financial instruments).“Current Liabilities” means, with respect to the Borrower and the Restricted Subsidiaries on aconsolidated basis at any date of determination, all liabilities of the Borrower and the RestrictedSubsidiaries that would, in accordance with GAAP, be classified on a consolidated balance sheet of theBorrower and its Restricted Subsidiaries as current liabilities at such date of determination, other than (a)the current portion of any Indebtedness, (b) accruals of Consolidated Interest Expense (excluding35

Consolidated Interest Expense that is past due and unpaid), (c) accruals for current or deferred Taxesbased on income or profits, (d) accruals of any costs or expenses related to restructuring reserves, and (e)any Revolving Credit Exposure.“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to thegreater of (a) SOFR for the day (such day the “SOFR Determination Date”) that is five Business Days(or such other period as determined by the Borrower and the Administrative Agent based on thenprevailing market conventions) prior to (i) if such SOFR Rate Day is a Business Day, such SOFR RateDay or (ii) if such SOFR Rate Day is not a Business Day, the Business Day immediately preceding suchSOFR Rate Day, and (b) the Applicable Term SOFR Floor. If by 5:00 p.m. (New York City time) on thesecond Business Day immediately following any SOFR Determination Date, the SOFR in respect of suchSOFR Determination Date has not been published on the Federal Reserve Bank of New York’s Websiteand a Replacement Event with respect to the Daily Simple SOFR has not occurred, then the SOFR forsuch SOFR Determination Date will be the SOFR as published in respect of the first preceding BusinessDay for which such SOFR was published on the Federal Reserve Bank of New York’s Website; providedthat any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of DailySimple SOFR for no more than five consecutive Business Days.“Daily SOFR Loan” means any Loan bearing interest at a rate determined by reference to DailySimple SOFR and made pursuant to clause (a)(ii) of the definition of “Term SOFR” or Section 3.03.“Debt Fund Affiliate” means (i) any fund managed by, or under common management withBlackstone Alternative Credit Advisors LP, GSO Capital Partners LP and Blackstone TacticalOpportunities Fund L.P., (ii) any fund managed by GSO Debt Funds Management LLC, Blackstone DebtAdvisors L.P., Blackstone Distressed Securities Advisors L.P., Blackstone Mezzanine Advisors L.P. orBlackstone Mezzanine Advisors II L.P., and (iii) any other Affiliate of the Investors or Holdings that is abona fide debt fund or an investment vehicle that is engaged in the making, purchasing, holding orotherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course.“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 otherapplicable jurisdictions from time to time in effect and affecting the rights of creditors generally.“Declined Proceeds” has the meaning set forth in Section 2.05(b)(viii).“Default” means any event or condition that constitutes an Event of Default or that, with thegiving of any notice, the passage of time, or both, would be an Event of Default.“Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, ifany, applicable to Revolving Credit Loans that are Base Rate Loans plus (c) 2.0% per annum; providedthat with respect to the overdue principal or interest in respect of a Eurocurrency Rate Loan or a TermSOFR Loan, the Default Rate shall be an interest rate equal to the interest rate (including any ApplicableRate) otherwise applicable to such Loan, plus 2.0% per annum, in each case to the fullest extent permittedby applicable Laws.“Defaulting Lender” means any Lender whose acts or failure to act, whether directly orindirectly, cause it to meet any part of the definition of “Lender Default.”“Designated Equity Contribution” has the meaning set forth in Section 8.05(a).36

“Discount Prepayment Accepting Lender” has the meaning set forth in Section2.05(a)(v)(B)(1).“Discount Range” has the meaning set forth in Section 2.05(a)(v)(C)(1).“Discount Range Prepayment Amount” has the meaning set forth in Section 2.05(a)(v)(C)(1).“Discount Range Prepayment Notice” means a written notice of a Borrower Solicitation ofDiscount Range Prepayment Offers made pursuant to Section 2.05(a)(v)(C)(1) substantially in the form ofExhibit L-4.“Discount Range Prepayment Offer” means the irrevocable written offer by a Lender,substantially in the form of Exhibit L-5, submitted in response to an invitation to submit offers followingthe Auction Agent’s receipt of a Discount Range Prepayment Notice.“Discount Range Prepayment Response Date” has the meaning set forth in Section2.05(a)(v)(C)(1).“Discount Range Proration” has the meaning set forth in Section 2.05(a)(v)(C)(3).“Discounted Prepayment Determination Date” has the meaning set forth in Section2.05(a)(v)(D)(3).“Discounted Prepayment Effective Date” means in the case of a Borrower Offer of SpecifiedDiscount Prepayment, Borrower Solicitation of Discount Range Prepayment Offer or BorrowerSolicitation of Discounted Prepayment Offer, five (5) Business Days following the Specified DiscountPrepayment Response Date, the Discount Range Prepayment Response Date or the Solicited DiscountedPrepayment Response Date, as applicable, in accordance with Section 2.05(a)(v)(B)(1), Section2.05(a)(v)(C)(1) or Section 2.05(a)(v)(D)(1), respectively, unless a shorter period is agreed to between theBorrower and the Auction Agent.“Discounted Term Loan Prepayment” has the meaning set forth in Section 2.05(a)(v)(A).“Disposed EBITDA” means, with respect to any Sold Entity or Business or any ConvertedUnrestricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such SoldEntity or Business (determined as if references to the Borrower and the Restricted Subsidiaries in thedefinition of Consolidated EBITDA (and in the component definitions used therein) were references tosuch Sold Entity or Business and its Subsidiaries or such Converted Unrestricted Subsidiary and itsSubsidiaries) or such Converted Unrestricted Subsidiary, all as determined on a consolidated basis forsuch Sold Entity or Business or such Converted Unrestricted Subsidiary.“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (includingany sale and leaseback transaction and any sale or issuance of Equity Interests in a Restricted Subsidiary)of any property by any Person, including any sale, assignment, transfer or other disposal, with or withoutrecourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that“Disposition” and “Dispose” shall not be deemed to include any issuance by Holdings of any of its EquityInterests to another Person.“Disqualified Equity Interests” means any Equity Interest that, by its terms (or by the terms ofany security or other Equity Interests into which it is convertible or for which it is exchangeable), or uponthe happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for37

Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of achange of control or asset sale so long as any rights of the holders thereof upon the occurrence of achange of control or asset sale event shall be subject to the prior repayment in full of the Loans and allother Obligations that are accrued and payable and the termination of the Commitments and thetermination or expiration of all outstanding Letters of Credit (unless the Outstanding Amount of the L/CObligations related thereto has been Cash Collateralized, backstopped by a letter of credit reasonablysatisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonablyacceptable to the applicable L/C Issuer)), (b) is redeemable at the option of the holder thereof (other thansolely for Qualified Equity Interests and other than as a result of a change of control or asset sale so longas any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall besubject to the prior repayment in full of the Loans and all other Obligations that are accrued and payableand the termination of the Commitments and the expiration or termination of all outstanding Letters ofCredit (unless the Outstanding Amount of the L/C Obligations related thereto has been CashCollateralized, backstopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer ordeemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer)), in wholeor in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertibleinto or exchangeable for Indebtedness or any other Equity Interests that would constitute DisqualifiedEquity Interests, in each case, prior to the date that is ninety-one (91) days after the Latest Maturity Dateat the time of issuance of such Equity Interests; provided that if such Equity Interests are issued pursuantto a plan for the benefit of future, present or former employees, directors, officers, managers orconsultants (or their respective Controlled Investment Affiliates or Immediate Family Members) ofHoldings (or any direct or indirect parent thereof), the Borrower or the Restricted Subsidiaries or by anysuch plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interestssolely because it may be required to be repurchased by the Borrower or its Restricted Subsidiaries inorder to satisfy applicable statutory or regulatory obligations.“Disqualified Lenders” means (i) those Persons identified by the Borrower (or one of itsAffiliates) or the Sponsor to the Administrative Agent in writing prior to February 9, 2017, (ii)competitors (and such competitors’ sponsors and Affiliates identified in writing or reasonably identifiableas such solely on the basis of their names) of the Borrower identified by the Borrower to theAdministrative Agent in writing (x) from time to time prior to the initial syndication of the Facilities priorto the Closing Date and (y) thereafter (including after the Closing Date) from time to time and (iii) anyAffiliate of any Person described in clause (i) or competitor described in clause (ii) that is identified bythe Borrower to the Administrative Agent in writing from time to time or reasonably identifiable solelyby name as an Affiliate of such Person, other than an Affiliate of such Person that is a Bona Fide DebtFund; provided that no updates to the list of Disqualified Lenders shall be deemed to retroactivelydisqualify any parties that have previously validly acquired an assignment or participation in respect ofthe Loans from continuing to hold or vote such previously acquired assignments and participations on theterms set forth herein for Lenders that are not Disqualified Lenders. The list of Disqualified Lenders shallbe made available to any Lender upon request to the Administrative Agent, subject to customaryconfidentiality requirements.“Distressed Person” has the meaning set forth in the definition of “Lender-Related DistressEvent.” “Dollar” and “$” mean lawful money of the United States.“Dollar Denominated Letter of Credit” means any Letter of Credit incurred in Dollars.“Dollar Denominated Loan” means any Loan incurred in Dollars.38

“Dollar Equivalent” means, with respect to an amount of an Approved Currency other thanDollars, the equivalent amount thereof in Dollars as determined by the Administrative Agent or theapplicable L/C Issuer at such time on the basis of the Spot Rate (determined in respect of the most recentRevaluation Date or other relevant date of determination) for the purchase of Dollars with such ApprovedCurrency.“Domestic Subsidiary” means any Subsidiary that is organized under the Laws of the UnitedStates, any state thereof or the District of Columbia.“ECF Payment Amount” has the meaning set forth in Section 2.05(b).“EEA Financial Institution” means (a) any credit institution or investment firm established inany EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) anyentity established in an EEA Member Country which is a parent of an institution described in clause (a) ofthis definition, or (c) any financial institution established in an EEA Member Country which is asubsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidatedsupervision 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 entrustedwith public administrative authority of any EEA Member Country (including any delegee) havingresponsibility for the resolution of any EEA Financial Institution.“Effective Yield” means, as to any Loans of any Class, the effective yield on such Loans in anamount equal to the sum of (a) the applicable margin, (b) the interest rate (exclusive of applicable margin)after giving effect to any interest rate floors or similar devices and (c) all upfront or similar fees and OID(amortized over the shorter of (x) the original stated life of such Loans and (y) the four years followingthe date of incurrence thereof) payable generally to Lenders making such Loans, but excludingamendment fees, arrangement fees, structuring fees, commitment fees, underwriting fees or other feespayable to any lead arranger (or its affiliates) in connection with the commitment or syndication of suchIndebtedness, consent fees paid to consenting Lenders, ticking fees on undrawn commitments and anyother fees not paid or payable generally to all Lenders in the primary syndication of such Indebtedness.“Eligible Assignee” has the meaning set forth in Section 10.07(a).“Environment” means indoor air, ambient air, surface water, groundwater, drinking water, landsurface, subsurface strata and natural resources such as wetlands, flora and fauna.“Environmental Laws” means any applicable Law relating to pollution, protection of theEnvironment and natural resources, Hazardous Materials, or the protection of human health and safety ▇▇▇▇ relates to exposure to Hazardous Materials, including any applicable provisions of CERCLA.“Environmental Liability” means any liability, contingent or otherwise (including any liabilityfor damages, costs of investigation and remediation, fines, penalties or indemnities), of or relating to theLoan Parties or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a)violation of, or liability under or relating to, any Environmental Law, (b) the generation, use, handling,transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any HazardousMaterials or (d) the actual or alleged presence, Release or threatened Release of any Hazardous Materials,39

including, in each case of (a) through (d), any such liability which any Loan Party has retained orassumed pursuant to any written contract, agreement or other consensual arrangement.“Environmental Permit” means any permit, approval, identification number, license or otherauthorization required under any Environmental Law.“Equity Interests” means, with respect to any Person, all of the shares, interests, rights,participations or other equivalents (however designated) of capital stock of (or other ownership or profitinterests or units in) such Person and all of the warrants, options or other rights for the purchase,acquisition or exchange from such Person of any of the foregoing (including through convertiblesecurities).“Equity Investment” means the direct or indirect contribution by the Sponsor and the Investorsand certain other Persons (including the Management Stockholders) to the Borrower of an aggregateamount of cash and the fair market value of the equity of Management Stockholders rolled over orinvested in Holdings (or other direct or indirect parent company of the Borrower) and the fair marketvalue of the equity acquired by the Sponsor (which, to the extent in respect of any equity of Holdings orthe Borrower other than common stock, shall be on terms reasonably acceptable to the Lead Arrangers)that represents not less than 25% of the sum of (1) the aggregate gross proceeds received from the InitialTerm Loans, excluding any gross proceeds received from any increase in the Initial Term Loans to fundoriginal issue discount or upfront fees on the Closing Date resulting from the exercise of “market flex”under the Fee Letter, (2) the aggregate gross proceeds received from Revolving Credit Loans, if any,made on the Closing Date, excluding any Revolving Credit Loans to fund original issue discount orupfront fees under the “market flex” provisions of the Fee Letter or working capital needs on the ClosingDate, (3) the aggregate gross proceeds received from the Senior Notes, (4) the aggregate principal amountof any other Indebtedness for borrowed money incurred to fund any portion of the Transactions and (5)the amount of such contribution by the Sponsor and the Investors and certain other Persons (including theManagement Stockholders) to the Borrower (or other direct or indirect parent company of the Borrower)and the fair market value of the equity of Management Stockholders rolled over or invested in theBorrower and the fair market value of the equity acquired by the Sponsor, in each case of clauses (1) -(5), on the Closing Date.“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from timeto time. “ERISA Affiliate” means any trade or business (whether or not incorporated) that, together witha Loan Party or any Restricted Subsidiary, is treated as a single employer under Section 414(b) or (c) ofthe Code, or solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as asingle employer under Section 414(m) or (o) of the Code.“ERISA Event” means (a) a Reportable Event; (b) a withdrawal by a Loan Party, any RestrictedSubsidiary or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a planyear in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation ofoperations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partialwithdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from a MultiemployerPlan; (d) the filing by the PBGC of a notice of intent to terminate any Pension Plan, the treatment of aPension Plan or Multiemployer Plan amendment as a termination under Section 4041 or Section 4041A ofERISA, respectively, or the commencement of proceedings by the PBGC to terminate a Pension Plan orMultiemployer Plan; (e) appointment of a trustee to administer any Pension Plan or Multiemployer Plan;(f) with respect to a Pension Plan, the failure to satisfy the minimum funding standards (within themeaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Pension Plan, whether40

or not waived; (g) any Foreign Benefit Event; or (h) the imposition of any liability under Title IV ofERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon aLoan Party, any Restricted Subsidiary or any ERISA Affiliate.“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by theLoan Market Association (or any successor person), as in effect from time to time.“euro” means the single currency of participating member states of the economic and monetaryunion in accordance with the Treaty of Rome 1957, as amended by the Single European Act 1986, theMaastricht Treaty of 1992 and the Amsterdam Treaty of 1998.“Eurocurrency Rate” means, with respect to any Eurocurrency Rate Loans denominated in anyApproved Currency, for any Interest Period, the LIBO Screen Rate at approximately 11:00 a.m., Londontime, two (2) Business Days prior to the commencement of such Interest Period; provided that, to theextent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the“Eurocurrency Rate” shall be the interest rate per annum determined by the Administrative Agent to bethe actual rate per annum at which deposits in such Approved Currency are offered for such relevantInterest Period to major banks in the London interbank market in London, England by the AdministrativeAgent at approximately 11:00 a.m. (London time) on the date that is two (2) Business Days prior to thebeginning of such Interest Period. Notwithstanding the foregoing, (i) solely with respect to the RevolvingCredit Commitments, the Eurocurrency Rate in respect of any applicable Interest Period will be deemedto be zero if the Eurocurrency Rate for such Interest Period calculated pursuant to the foregoingprovisions would otherwise be less than zero and (ii) solely with respect to the Extended Term Loans andthe Third Incremental Term Loans, the Eurocurrency Rate in respect of any applicable Interest Period willbe deemed to be 0.50% if the Eurocurrency Rate for such Interest Period calculated pursuant to theforegoing provisions would otherwise be less than 0.50%.“Eurocurrency Rate Loan” means a Loan that bears interest at a rate based on the EurocurrencyRate. “Eurocurrency Rate Revolving Loan” means a Revolving Credit Loan bearing interest at a ratebased on the Eurocurrency Rate. Eurocurrency Rate Revolving Loans may be denominated in anyApproved Currency (other than Dollars).“Event of Default” has the meaning set forth in Section 8.01.“Excess Cash Flow” means, for any period, an amount (which shall not be less than zero) equalto (a) the sum, without duplication, of (i) Consolidated Net Income for such period, (ii) an amount equalto the amount of all non-cash charges to the extent deducted in arriving at such Consolidated Net Income,(iii) decreases in Consolidated Working Capital and long-term accounts receivable of the Borrower andits Restricted Subsidiaries for such period (other than any such decreases arising from acquisitions ordispositions by the Borrower and its Restricted Subsidiaries completed during such period or theapplication of purchase accounting), and (iv) an amount equal to the aggregate net non-cash loss onDispositions by the Borrower and its Restricted Subsidiaries during such period (other than sales in theordinary course of business) or any cash gain, in each case to the extent deducted in arriving at suchConsolidated Net Income, minus (b) the sum, without duplication, of (i) an amount equal to the amount ofall non-cash credits included in arriving at such Consolidated Net Income and cash charges included inclauses (1) through (17) of the definition of “Consolidated Net Income,” (ii) [reserved], (iii) [reserved],(iv) an amount equal to the aggregate net non-cash gain on Dispositions by the Borrower and itsRestricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) tothe extent included in arriving at such Consolidated Net Income, (v) increases in Consolidated Working41

Capital and long-term accounts receivable of the Borrower and its Restricted Subsidiaries for such period(other than any such increases arising from acquisitions or dispositions by the Borrower and its RestrictedSubsidiaries during such period or the application of purchase accounting), (vi) [reserved], (vii)[reserved], (viii) [reserved], (ix) [reserved], (x) [reserved], (xi) without duplication of amounts deductedfrom Excess Cash Flow in prior periods or that would reduce any Excess Cash Flow payment pursuant toSection 2.05(b)(i), the aggregate consideration required to be paid in cash by the Borrower and itsRestricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into priorto or during such period relating to acquisitions that constitute Investments permitted under thisAgreement or Capital Expenditures or acquisitions of intellectual property to the extent not expected to beconsummated or made, plus any restructuring cash expenses, pension payments or tax contingencypayments that have been added to Excess Cash Flow pursuant to clause (a)(ii) above required to be made,in each case during the period of four consecutive fiscal quarters of the Borrower following the end ofsuch period; provided that to the extent the aggregate amount of internally generated cash actually utilizedto finance such Investment, Capital Expenditures or acquisitions of intellectual property during suchperiod of four consecutive fiscal quarters is less than the Contract Consideration, the amount of suchshortfall shall be added to the calculation of Excess Cash Flow at the end of such period of fourconsecutive fiscal quarters, (xii) [reserved], (xiii) cash expenditures in respect of Swap Contracts duringsuch period to the extent not deducted in arriving at such Consolidated Net Income, and (xiv) anypayment of cash to be amortized or expensed over a future period and recorded as a long-term asset.Notwithstanding anything in the definition of any term used in the definition of Excess Cash Flow to thecontrary, all components of Excess Cash Flow shall be computed for the Borrower and its RestrictedSubsidiaries on a consolidated basis.“Excess Cash Flow Period” means each fiscal year of the Borrower commencing with the fiscalyear ending on December 31, 2018, but in all cases for purposes of calculating the Cumulative RetainedExcess Cash Flow Amount shall only include such fiscal years for which financial statements and aCompliance Certificate have been delivered in accordance with Sections 6.01(a) and 6.02(a) and forwhich any prepayments required by Section 2.05(b)(i) (if any) have been made (it being understood thatthe Retained Percentage of Excess Cash Flow for any Excess Cash Flow Period shall be included in theCumulative Retained Excess Cash Flow Amount regardless of whether a prepayment is required bySection 2.05(b)(i)).“Exchange Act” means the Securities Exchange Act of 1934, as amended.“Excluded Assets” has the meaning set forth in the definition of “Collateral and GuaranteeRequirement.”“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceedsreceived by the Borrower from:(1) contributions to its common equity capital;(2) dividends, distributions, fees and other payments (A) from Unrestricted Subsidiaries andany of their Subsidiaries, (B) received in respect of any minority investments and (C) from any jointventures that are not Restricted Subsidiaries; and(3) the sale (other than to a Subsidiary of the Borrower or to any management equity plan orstock option plan or any other management or employee benefit plan or agreement of the Borrower) ofEquity Interest (other than Disqualified Equity Interests, the Equity Investment and preferred stock) of the42

Borrower (or any direct or indirect parent of the Borrower to the extent contributed as common EquityInterests by the Borrower);in each case to the extent designated as Excluded Contributions by the Borrower within 180 days of thedate such capital contributions are made, such dividends, distributions, fees or other payments are paid, orthe date such Equity Interests are sold, as the case may be.“Excluded Subsidiary” means (a) any Subsidiary that is not a wholly owned Subsidiary of theBorrower or a Guarantor, (b) any Subsidiary of a Guarantor that does not have total assets in excess of2.5% of Total Assets, individually, or 5% of Total Assets in the aggregate together with all otherSubsidiaries excluded via this clause (b), (c) any Securitization Subsidiary, (d) any Subsidiary that isprohibited by applicable Law (whether on the Closing Date or thereafter) or Contractual Obligationsexisting on the Closing Date (or, in the case of any newly acquired Subsidiary, in existence at the time ofacquisition but not entered into in contemplation thereof) from guaranteeing the Obligations or ifguaranteeing the Obligation would require governmental (including regulatory) or other third-party (otherthan a Loan Party) consent, approval, license or authorization (unless such consent, approval, license orauthorization has been obtained), (e) any other Subsidiary with respect to which the Administrative Agentand the Borrower mutually agree that the burden or cost or other consequences (including any materialadverse tax consequences) of providing a Guarantee shall be excessive in view of the benefits to beobtained by the Lenders therefrom, (f) any direct or indirect Foreign Subsidiary of the Borrower, (g) anySubsidiary with respect to which the provision of a guarantee by it would result in material adverse taxconsequences to Holdings, the Borrower, any direct or indirect parent entity of the Borrower or any of theBorrower’s direct or indirect Subsidiaries, in each case, as reasonably determined by the Borrower inconsultation with the Administrative Agent, (h) any not-for-profit Subsidiaries, (i) any UnrestrictedSubsidiaries, (j) any direct or indirect Domestic Subsidiary (x) that is a direct or indirect Subsidiary of aForeign Subsidiary that is a CFC or (y) substantially all of whose assets consist of capital stock and/orindebtedness of (i) one or more Foreign Subsidiaries that are CFCs or (ii) other Subsidiaries described inthis clause (j), and any other assets incidental thereto (any Subsidiary described in this clause (j), a“FSHCO”), (k) any special purpose entities and (l) any captive insurance subsidiaries; provided that forthe avoidance of doubt (i) at the option of the Borrower, any Excluded Subsidiary may issue a Guarantyand become a Guarantor as described in clause (iii) of the definition of “Guarantors” and (ii) any Personthat becomes a Guarantor pursuant to clause (iii) of the definition of “Guarantors” shall cease to constitutean Excluded Subsidiary, or be released from its obligations under the Guaranty, solely on the basis that,prior to becoming a Guarantor, such Person constituted an Excluded Subsidiary.“Excluded Swap Obligation” means, with respect to any Guarantor, (a) any Swap Obligation if,and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by suchGuarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomesillegal under the Commodity Exchange Act or any rule, regulation, or order of the Commodity FuturesTrading Commission (or the application or official interpretation of any thereof) (i) by virtue of suchGuarantor’s failure to constitute an “eligible contract participant,” as defined in the Commodity ExchangeAct and the regulations thereunder (determined after giving effect to Section 11.12 and any otherapplicable agreement for the benefit of such Guarantor and any and all applicable guarantees of suchGuarantor’s Swap Obligations by other Loan Parties), at the time the guarantee of (or grant of suchsecurity interest by, as applicable) such Guarantor becomes or would become effective with respect tosuch Swap Obligation or (ii) in the case of a Swap Obligation that is subject to a clearing requirementpursuant to section 2(h) of the Commodity Exchange Act, because such Guarantor is a “financial entity,”as defined in section 2(h)(7)(C) of the Commodity Exchange Act, at the time the guarantee of (or grant ofsuch security interest by, as applicable) such Guarantor becomes or would become effective with respectto such Swap Obligation or (b) any other Swap Obligation designated as an “Excluded Swap Obligation”of such Guarantor as specified in any agreement between the relevant Loan Parties and the Approved43

Counterparty applicable to such Swap Obligations. If a Swap Obligation arises under a master agreementgoverning more than one Swap, such exclusion shall apply only to the portion of such Swap Obligationthat is attributable to the Swap for which such guarantee or security interest is or becomes excluded inaccordance with the first sentence of this definition.“Existing Letters of Credit” means those letters of credit in existence on the Closing Date andlisted on Schedule 1.01D hereto.“Existing Revolver Tranche” has the meaning set forth in Section 2.16(b).“Existing Revolving Credit Commitments” means the “Revolving Credit Commitments”immediately prior to the Amendment No. 5 Effective Date.“Existing Revolving Credit Lender” means a Lender holding an Existing Revolving CreditCommitment immediately prior to the Amendment No. 5 Effective Date.“Existing Revolving Credit Loans” means the “Revolving Credit Loans” outstandingimmediately prior to the Amendment No. 5 Effective Date.“Existing Term Lender” means a Lender holding an Existing Term Loan immediately prior tothe Amendment No. 4 Effective Date.“Existing Term Loans” means the Initial Term Loans, First Incremental Term Loans and SecondIncremental Term Loan outstanding immediately prior to the Amendment No. 4 Effective Date.“Existing Term Loan Tranche” has the meaning set forth in Section 2.16(a).“Expiring Credit Commitment” has the meaning set forth in Section 2.04(g).“Extended Revolving Credit Commitment” means, as to each Extended Revolving CreditLender, its obligation to (a) make Extended Revolving Credit Loans to the Borrower pursuant to Section2.01(b)(ii)(B), (b) purchase participations in L/C Obligations in respect of Letters of Credit and (c)purchase participations in Swing Line Loans, in an aggregate Principal Amount at any one timeoutstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01(A) underthe caption “Extended Revolving Credit Commitments” or in the Assignment and Assumption pursuant towhich such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time totime in accordance with this Agreement. The aggregate Extended Revolving Credit Commitments of allExtended Revolving Credit Lenders shall be $294,200,000 onhas the meaning assigned to such term inthis Agreement immediately prior to the Amendment No. 612 Effective Date, as such amount may beadjusted from time to time in accordance with the terms of this Agreement.“Extended Revolving Credit Facility” means, at any time, the aggregate amount of each of theExtended Revolving Credit Commitments and the Extended Revolving Credit Loans, Swing Line Loansand Letters of Credit extended thereunder.“Extended Revolving Credit Lender” means, at any time, any Lender that has an ExtendedRevolving Credit Commitment or that holds Extended Revolving Credit Loans at such time.“Extended Revolving Credit Loan” has the meaning specified in Section 2.01(b)(ii)(B).44

“Extended Term Lender” means, at any time, any Lender that holds Extended Term Loans atsuch time.“Extended Term Lender Consent” has the meaning specified in Amendment No. 7.“Extended Term Loans” means any Existing Term Loans that, on the Amendment No. 4Effective Date, an Existing ▇▇▇▇ ▇▇▇▇▇▇ has elected to extend the maturity of and reclassify inaccordance with Section 2.01(e).“Extending Revolving Credit Commitments” has the meaning set forth in Section 2.16(b).“Extending Revolving Credit Lender” has the meaning set forth in Section 2.16(c).“Extending Revolving Credit Loans” means one or more Classes of Revolving Credit Loansthat result from an Extension Amendment.“Extending Term Lender” has the meaning set forth in Section 2.16(c).“Extending Term Loans” has the meaning set forth in Section 2.16(a).“Extension” means the establishment of an Extension Series by amending a Loan pursuant to Section 2.16 and the applicable Extension Amendment.“Extension Amendment” has the meaning set forth in Section 2.16(d).“Extension Election” has the meaning set forth in Section 2.16(c).“Extension Request” means any Term Loan Extension Request or a Revolver ExtensionRequest, as the case may be.“Extension Series” means any Term Loan Extension Series or a Revolver Extension Series, asthe case may be.“Facility” means the Initial Term Loans (which, following the Amendment No. 1 Effective Date,will include the First Incremental Term Loans and, following the Amendment No. 2 Effective Date, willinclude the Second Incremental Term Loans), the Third Incremental Term Loans, the Initial Term B-1Loans (which, following the Amendment No. 7 Effective Date, will include the Incremental Term B-1Loans and, following the Amendment No. 8 Increase Effective Date, will include the Fourth IncrementalTerm Loans), the Fifth Incremental Term Loans, the Sixth Incremental Term Loans, the SeventhIncremental Term Loans, a given Class of Incremental Term Loans, a given Refinancing Series ofRefinancing Term Loans, a given Extension Series of Extended Term Loans, the Revolving CreditFacility, a given Class of Incremental Revolving Credit Commitments, a given Refinancing Series ofOther Revolving Credit Commitments or a given Extension Series of Extending Revolving CreditCommitments, as the context may require.“FATCA” means Sections 1471 through 1474 of the Code (including, for the avoidance of doubt,any agreements entered into pursuant to Section 1471(b)(1) of the Code), as of the Closing Date (and anyamended or successor version thereof that is substantively comparable and not materially more onerous tocomply with), any current or future Treasury Regulations or other official administrative guidancepromulgated thereunder (and any amendment or successor version described above) and any45

intergovernmental agreements (and any related law, regulation or official administrative guidance)implementing the foregoing.“Federal Funds Effective Rate” means, for any day, the rate calculated by the Federal ReserveBank of New York based on such day’s federal funds transactions by depositary institutions, asdetermined in such manner as the Federal Reserve Bank of New York shall set forth on its public websitefrom time to time, and published on the next succeeding Business Day by the Federal Reserve Bank ofNew York as the federal funds effective rate.“Federal Reserve Bank of New York’s Website” means the website of the Federal ReserveBank of New York at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇, or any successor source.“Fee Letter” means that certain Second Amended and Restated Fee Letter, dated March 17,2017, among the Borrower, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇, Incorporated,Barclays Bank PLC, Credit Suisse Securities (USA) LLC, Credit Suisse AG, Citigroup Global MarketsInc., Macquarie Capital (USA) Inc., Macquarie Capital Funding LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding,Inc., Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche BankSecurities Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, Royal Bank of Canada, Blackstone Holdings Finance Co.L.L.C., Canadian Imperial Bank of Commerce, New York Branch and CIBC World Markets Corp., as thesame may be amended, supplemented or otherwise modified from time to time.“Fifth Incremental Term Lender Consent” has the meaning specified in Amendment No. 10.“Fifth Incremental Term Lenders” means each Term Lender with an Additional FifthIncremental Commitment or an outstanding Fifth Incremental Term Loan, including each Personidentified in Schedule 1.01(A) under the caption “Additional Fifth Incremental Term Commitment” (asamended pursuant to the terms of Amendment No. 9).“Fifth Incremental Term Loans” has the meaning set forth in Section 2.01(j).“Financial Covenant” has the meaning set forth in Section 7.11.“Financial Covenant Event of Default” has the meaning provided in Section 8.01(b).“Financing Lease Obligation” means, at the time any determination thereof is to be made, theamount of the liability in respect of a Financing Lease; provided that any obligations of the Borrower orits Restricted Subsidiaries either existing on the Closing Date or created prior to any recharacterizationdescribed below (i) that were not included on the consolidated balance sheet of the Borrower as financingor capital lease obligations and (ii) that are subsequently recharacterized as financing or capital leaseobligations or indebtedness due to a change in accounting treatment or otherwise, shall for all purposesunder this Agreement (including, without limitation, the calculation of Consolidated Net Income andConsolidated EBITDA) not be treated as financing or capital lease obligations, Financing LeaseObligations or Indebtedness.“Financing Leases” means all leases that have been or are required to be, in accordance withGAAP, recorded as a financing or capital leases (and, for the avoidance of doubt, not a straight-line oroperating lease) on both the balance sheet and income statement for financial reporting purposes inaccordance with GAAP; provided that for all purposes hereunder the amount of obligations under anyFinancing Lease shall be the amount thereof accounted for as a liability on a balance sheet in accordancewith GAAP. 46

“FINRA” means the Financial Industry Regulatory Authority.“FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, asamended.“First Incremental Commitment” means, for any Term Lender, the commitment amount setforth opposite such Term Lender’s name in Schedule 1.01(A) under the caption “First IncrementalCommitment” (as amended pursuant to the terms of Amendment No. 1). The aggregate amount of theTerm Lenders’ First Incremental Commitments on the Amendment No. 1 Effective Date (immediatelyprior to the incurrence of the First Incremental Term Loans on such date) is $205,000,000.“First Incremental Term Lenders” means each Lender with a First Incremental Commitment oran outstanding First Incremental Term Loan, including each Person identified on the CommitmentSchedule under the caption “First Incremental Commitment”.“First Incremental Term Loans” has the meaning set forth in Section 2.01(c).“First Lien Intercreditor Agreement” means an intercreditor agreement substantially in theform of Exhibit J-1 (which agreement in such form or with immaterial changes thereto the CollateralAgent is authorized to enter into) among Holdings, the Borrower, the Subsidiaries of the Borrower fromtime to time party thereto, the Collateral Agent and one or more collateral agents or representatives for theholders of Indebtedness that is permitted under Section 7.03 to be, and intended to be, secured on a paripassu basis with the Liens securing the Obligations.“Fixed Charges” means, with respect to the Borrower and its Restricted Subsidiaries for anyperiod, the sum of, without duplication:(1) Consolidated Interest Expense of the Borrower and its Restricted Subsidiaries for such period;(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) onany series of preferred stock during such period; and(3) all cash dividends or other distributions paid (excluding items eliminated in consolidation) onany series of Disqualified Equity Interests during such period.“Flood Insurance Laws” means, collectively, (i) the National Flood Insurance Act of 1968 asnow or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973as now or hereafter in effect or any successor statue thereto, (iii) the National Flood Insurance ReformAct of 1994 as now or hereafter in effect or any successor statute thereto, (iv) the Flood Insurance ReformAct of 2004 as now or hereafter in effect or any successor statute thereto and (v) the Biggert-WatersFlood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.“Foreign Benefit Event” means, with respect to any Foreign Pension Plan, (a) the existence ofunfunded liabilities in excess of the amount permitted under any applicable Law or in excess of theamount that would be permitted absent a waiver from applicable Governmental Authority or (b) thefailure to make the required contributions or payments, under any applicable Law, on or before the duedate for such contributions or payments.“Foreign Currency Denominated Letter of Credit” means any Letter of Credit denominated inan Approved Foreign Currency, other than, with respect to each L/C Issuer, those Approved Foreign47

Currencies not authorized to be issued by such L/C Issuer as notified to the Administrative Agent and theBorrower from time to time.“Foreign Currency Denominated Loan” means any Loan incurred in any Approved ForeignCurrency.“Foreign Disposition” has the meaning set forth in Section 2.05(b)(x).“Foreign Pension Plan” means any benefit plan that under applicable Law is required to befunded through a trust or other funding vehicle other than a trust or funding vehicle maintainedexclusively by a Governmental Authority.“Foreign Subsidiary” means any direct or indirect Subsidiary of the Borrower that is not aDomestic Subsidiary.“Foreign Subsidiary Total Assets” means the total assets of the Foreign Subsidiaries, asdetermined on a consolidated basis in accordance with GAAP in good faith by a Responsible Officer.“Fourth Incremental Commitment” means, for any Term Lender, the commitment amount setforth opposite such Term Lender’s name in Schedule 1.01(A) under the caption “Fourth IncrementalTerm Commitment” (as amended pursuant to the terms of Amendment No. 8). The aggregate amount ofthe Term Lenders’ Fourth Incremental Commitments on the Amendment No. 8 Increase Effective Date(immediately prior to the incurrence of the Fourth Incremental Term Loans on such date) is$65,205,580.95.“Fourth Incremental Term Lenders” means each Lender with a Fourth IncrementalCommitment or an outstanding Fourth Incremental Term Loan, including each Person identified on theCommitment Schedule under the caption “Fourth Incremental Commitment.”“Fourth Incremental Term Loans” has the meaning set forth in Section 2.01(i).“FRB” means the Board of Governors of the Federal Reserve System of the United States.“Free and Clear Incremental Amount” has the meaning set forth in Section 2.14(d)(v).“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the L/CIssuer, such Defaulting Lender’s Pro Rata Share of the outstanding L/C Obligations other than L/CObligations as to which such Defaulting Lender’s participation obligation has been reallocated to otherLenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the SwingLine Lender, such Defaulting Lender’s Pro Rata Share of Swing Line Loans other than Swing Line Loansas to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders orCash Collateralized in accordance with the terms hereof.“FSHCO” has the meaning set forth in the definition of “Excluded Subsidiary”.“Fund” means any Person (other than a natural person) that is engaged in making, purchasing,holding or otherwise investing in commercial loans and similar extensions of credit in the ordinarycourse. “GAAP” means generally accepted accounting principles in the United States of America, as ineffect from time to time; provided, however, that (i) if the Borrower notifies the Administrative Agent that48

the Borrower requests an amendment to any provision hereof to eliminate the effect of any change inaccounting principles or change as a result of the adoption or modification of accounting policies(including, but not limited to, the impact of Accounting Standards Update 2016-12, Revenue fromContracts with Customers (Topic 606) or similar revenue recognition policies or any change in themethodology of calculating reserves for returns, rebates and other chargebacks) occurring after theClosing Date in GAAP or in the application thereof on the operation of such provision (or if theAdministrative Agent notifies the Borrower that the Required Lenders request an amendment to anyprovision hereof for such purpose), regardless of whether any such notice is given before or after suchchange in GAAP or in the application thereof, then such provision shall be interpreted on the basis ofGAAP as in effect and applied immediately before such change shall have become effective until suchnotice shall have been withdrawn or such provision amended in accordance herewith, (ii) GAAP shall beconstrued, and all computations of amounts and ratios referred to herein shall be made, without givingeffect to any election under FASB ASC Topic 825 (or any other Financial Accounting Standard having asimilar result or effect) to value any Indebtedness or other liabilities of the Borrower or any of itsSubsidiaries at “fair value,” as defined therein, and Indebtedness shall be measured at the aggregateprincipal amount thereof, and (iii) the accounting for operating leases and financing or capital leasesunder GAAP as in effect on the Closing Date (including, without limitation, Accounting StandardsCodification 840) shall apply for the purposes of determining compliance with the provisions of thisAgreement, including the definition of Financing Leases and obligations in respect thereof.“Governmental Authority” means any nation or government, any state or other politicalsubdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrativetribunal, central bank, self-regulatory organization or other entity exercising executive, legislative,judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.“Granting Lender” has the meaning set forth in Section 10.07(i).“Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent orotherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtednessor other monetary obligation payable or performable by another Person (the “primary obligor”) in anymanner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i)to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness orother monetary obligation, (ii) to purchase or lease property, securities or services for the purpose ofassuring the obligee in respect of such Indebtedness or other monetary obligation of the payment orperformance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equitycapital or any other financial statement condition or liquidity or level of income or cash flow of theprimary obligor so as to enable the primary obligor to pay such Indebtedness or other monetaryobligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect ofsuch Indebtedness or other monetary obligation of the payment or performance thereof or to protect suchobligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Personsecuring any Indebtedness or other monetary obligation of any other Person, whether or not suchIndebtedness or other monetary obligation is assumed by such Person (or any right, contingent orotherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term“Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinarycourse of business, or customary and reasonable indemnity obligations in effect on the Closing Date orentered into in connection with any acquisition or disposition of assets not prohibited under thisAgreement (other than such obligations with respect to Indebtedness). The amount of any Guaranteeshall be deemed to be an amount equal to the stated or determinable amount of the related primaryobligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or49

determinable, the maximum reasonably anticipated liability in respect thereof as determined by theguaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.“Guaranteed Obligations” has the meaning set forth in Section 11.01.“Guarantors” means, collectively, (i) Holdings, (ii) the wholly owned Domestic Subsidiaries ofthe Borrower (other than any Excluded Subsidiary), (iii) those wholly owned Domestic Subsidiaries ofthe Borrower that issue a Guaranty of the Obligations after the Closing Date pursuant to Section 6.11 orany other Person (including any Excluded Subsidiary) organized under the laws of the United States, anystate thereof or the District of Columbia or, to the extent reasonably acceptable to the AdministrativeAgent (and subject to clause (D) of the Collateral and Guarantee Requirement), any other jurisdictionthat, at the option of the Borrower, issues a Guaranty of the Obligations after the Closing Date and (iv)solely in respect of any Secured Hedge Agreement or Treasury Services Agreement to which theBorrower is not a party, the Borrower, in each case, until the Guaranty thereof is released in accordancewith this Agreement.“Guaranty” means, collectively, the guaranty of the Obligations by the Guarantors pursuant tothis Agreement.“Hazardous Materials” means all materials, pollutants, contaminants, chemicals, compounds,constituents, substances or wastes, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, lead, radon gas, pesticides, fungicides, fertilizers, ortoxic mold, in each case that are regulated pursuant to, or which would give rise to liability under,applicable Environmental Law.“Holdings” means Initial Holdings, if it is the direct parent of the Borrower, or, if not, anyDomestic Subsidiary of Initial Holdings that directly owns 100% of the issued and outstanding EquityInterests in the Borrower and issues a Guaranty of the Obligations and agrees to assume the obligations of“Holdings” pursuant to this Agreement and the other Loan Documents pursuant to one or moreinstruments in form and substance reasonably satisfactory to the Administrative Agent.“Honor Date” has the meaning set forth in Section 2.03(c)(i).“Identified Participating Lenders” has the meaning set forth in Section 2.05(a)(v)(C)(3).“Identified Qualifying Lenders” has the meaning set forth in Section 2.05(a)(v)(D)(3).“Immaterial Subsidiary” has the meaning set forth in Section 8.03.“Immediate Family Members” means with respect to any individual, such individual’s child,stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse,qualified domestic partner, sibling, mother- in-law, father-in-law, son-in-law and daughter-in-law(including adoptive relationships), the estates of such individual and such other individuals above and anytrust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of theforegoing individuals or any private foundation or fund that is controlled by any of the foregoingindividuals or any donor-advised fund of which any such individual is the donor.“Incremental Amendment” has the meaning set forth in Section 2.14(f).50

“Incremental Base Amount” means the greater of (x) $550,000,000 and (y) an amount equal to100% of LTM Consolidated EBITDA.“Incremental Commitments” has the meaning set forth in Section 2.14(a).“Incremental Equivalent First Lien Debt” has the meaning set forth in Section 7.03(q).“Incremental Equivalent Junior Lien Debt” has the meaning set forth in Section 7.03(q).“Incremental Equivalent Unsecured Debt” has the meaning set forth in Section 7.03(w).“Incremental Facility” has the meaning set forth in Section 2.14(a).“Incremental Facility Closing Date” has the meaning set forth in Section 2.14(d).“Incremental Lenders” has the meaning set forth in Section 2.14(c).“Incremental Loan Request” has the meaning set forth in Section 2.14(a).“Incremental Loans” has the meaning set forth in Section 2.14(b).“Incremental Revolving Credit Commitments” has the meaning set forth in Section 2.14(a).“Incremental Revolving Credit Lender” has the meaning set forth in Section 2.14(c).“Incremental Revolving Credit Loan” has the meaning set forth in Section 2.14(b).“Incremental Revolving Facility” has the meaning set forth in Section 2.14(a).“Incremental Term B-1 Loans” has the meaning set forth in Section 2.01(h).“Incremental Term Commitments” has the meaning set forth in Section 2.14(a).“Incremental Term Lender” has the meaning set forth in Section 2.14(c).“Incremental Term Loan” has the meaning set forth in Section 2.14(b).“Incurrence-Based Incremental Amount” has the meaning set forth in Section 2.14(d)(v).“Indebtedness” means, as to any Person at a particular time, without duplication, all of thefollowing: (a) all obligations of such Person for borrowed money and all obligations of suchPerson evidenced by bonds, debentures, notes, loan agreements or other similar instruments;(b) the maximum amount (after giving effect to any prior drawings or reductionswhich may have been reimbursed) of all outstanding letters of credit (including standby andcommercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds andsimilar instruments issued or created by or for the account of such Person;(c) net obligations of such Person under any Swap Contract;51

(d) all obligations of such Person to pay the deferred purchase price of property(including Financing Lease Obligations) or services (other than (i) trade accounts and accruedexpenses payable in the ordinary course of business, (ii) any earn-out obligation until sixty (60)days after such obligation becomes due and payable and (iii) accruals for payroll and otherliabilities accrued in the ordinary course);(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on propertyowned or being purchased by such Person (including indebtedness arising under conditional salesor other title retention agreements and mortgage, industrial revenue bond, industrial developmentbond and similar financings), whether or not such indebtedness shall have been assumed by suchPerson or is limited in recourse;(f) all Attributable Indebtedness;(g) all obligations of such Person in respect of Disqualified Equity Interests;if and to the extent that the foregoing would constitute indebtedness or a liability in accordancewith GAAP; provided that Indebtedness of any direct or indirect parent of the Borrowerappearing on the balance sheet of the Borrower solely by reason of push-down accounting underGAAP shall be excluded; and(h) to the extent not otherwise included above, all Guarantees of such Person inrespect of any of the foregoing.For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of anypartnership or joint venture (other than a joint venture that is itself a corporation or limited liabilitycompany) in which such Person is a general partner or a joint venturer, except to the extent such Person’sliability for such Indebtedness is otherwise expressly limited and only to the extent such Indebtednesswould be included in the calculation of Consolidated Total Net Debt, (B) in the case of the Borrower andits Restricted Subsidiaries, exclude all intercompany Indebtedness having a term not exceeding 364 days(inclusive of any roll-over or extensions of terms) and made in the ordinary course of business and (C)exclude obligations under or in respect of Non-Financing Lease Obligations (to the extent they are treatedas operating leases in the most recent financial statements in existence on the Closing Date), QualifiedSecuritization Facilities, straight-line leases, operating leases or sale lease-back transactions (except anyresulting Financing Lease Obligations). The amount of any net obligation under any Swap Contract onany date shall be deemed to be the Swap Termination Value thereof as of such date. The amount ofIndebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) theaggregate unpaid amount of such Indebtedness (not to exceed the maximum amount of such Indebtednessfor which such Person could be liable) and (ii) the fair market value of the property encumbered therebyas determined by such Person in good faith. Notwithstanding anything in this definition to the contrary,Indebtedness shall be calculated without giving effect to the effects of Financial Accounting StandardsBoard Accounting Standards Codification 815 and related interpretations to the extent such effects wouldotherwise increase or decrease an amount of Indebtedness for any purpose hereunder as a result ofaccounting for any embedded derivatives created by the terms of such Indebtedness.“Indemnified Liabilities” has the meaning set forth in Section 10.05.“Indemnified Taxes” means, with respect to any Agent or any Lender, all Taxes imposed on orwith respect to any payment under this Agreement or any other Loan Document, other than (i) Taxesimposed on or measured by its net income, however denominated, and franchise (and similar) Taxesimposed in lieu of net income Taxes, by a jurisdiction (A) as a result of such Agent’s or Lender’s being52

organized in or having its principal office (or, in the case of any Lender, its applicable Lending Office) insuch jurisdiction (or any political subdivision thereof), or (B) as a result of any other connection betweensuch Lender or Agent and such jurisdiction other than any connections arising from executing, delivering,being a party to, engaging in any transactions pursuant to, performing its obligations under, receivingpayments under, or enforcing, any Loan Document, (ii) Taxes attributable to the failure by such Agent orLender to deliver the documentation required to be delivered pursuant to Section 3.01(d), (iii) any branchprofits Taxes imposed by the United States or any similar Tax, imposed by any jurisdiction described inclause (i) above, (iv) in the case of any Lender (other than an assignee pursuant to a request by theBorrower under Section 3.07), any U.S. federal withholding Tax that is imposed pursuant to a law ineffect on the date such Lender acquires an interest in the applicable Commitment (or, in the case of anapplicable interest in a Loan not funded by such Lender pursuant to a prior Commitment, the date suchLender acquired such interest in such Loan), or designates a new Lending Office, except to the extentsuch Lender (or its assignor, if any) was entitled immediately prior to the time of designation of a newLending Office (or assignment) to receive additional amounts with respect to such withholding Taxpursuant to Section 3.01 and (v) any withholding Taxes imposed under FATCA. For the avoidance ofdoubt, the term “Lender” for purposes of this definition shall include each L/C Issuer and Swing LineLender. “Indemnitees” has the meaning set forth in Section 10.05.“Information” has the meaning set forth in Section 10.08.“Initial Holdings” has the meaning set forth in the introductory paragraph to this Agreement.“Initial Revolving Borrowing” means the borrowing of Revolving Credit Loans on the ClosingDate; provided that the aggregate principal amount of Revolving Credit Loans borrowed on the ClosingDate shall not exceed $40,000,000 (but excluding in any event (x) Revolving Credit Loans made on theClosing Date to fund (1) OID or upfront fees, whether or not required to be funded under the “marketflex” provisions of the Fee Letter and (2) working capital needs of the Borrower and its Subsidiaries and(y) Letters of Credit issued on the Closing Date to backstop or replace letters of credit, guarantees andperformance or similar bonds outstanding on the Closing Date (including deemed issuances of Letters ofCredit under this Agreement resulting from existing issuers of letters of credit outstanding on the ClosingDate agreeing to become L/C Issuers under this Agreement)).“Initial Term Commitment” means, as to each Term Lender, its obligation to make an InitialTerm Loan to the Borrower pursuant to Section 2.01(a) in an aggregate principal amount not to exceedthe amount set forth opposite such Term Lender’s name in Schedule 1.01A under the caption “InitialTerm Commitment.” The initial aggregate principal amount of the Initial Term Commitments as of theClosing Date was $2,670,000,000.“Initial Term Loans” means the term loans made by the Lenders on the Closing Date to theBorrower pursuant to Section 2.01(a).“Initial Term B-1 Loans” has the meaning set forth in Section 2.01(g).“Intellectual Property Security Agreements” has the meaning set forth in the SecurityAgreement.“Intercompany License Agreement” means any cost-sharing agreement, commission or royaltyagreement, license or sub-license agreement, distribution agreement, services agreement, intellectual53

property rights transfer agreement or any related agreements, in each case where all the parties to suchagreement are one or more of the Borrower and any Restricted Subsidiary thereof.“Intercompany Note” means a promissory note substantially in the form of Exhibit I.“Intercreditor Agreements” means the First Lien Intercreditor Agreement and the Junior LienIntercreditor Agreement, collectively, in each case to the extent in effect.“Interest Payment Date” means, (a) as to any Eurocurrency Rate Loan, the last day of eachInterest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan wasmade; provided that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, therespective dates that fall every three months after the beginning of such Interest Period shall also beInterest Payment Dates, (b) as to any Base Rate Loan (including a Swing Line Loan), the last BusinessDay of each March, June, September and December and the Maturity Date of the Facility under whichsuch Loan was made, (c) as to any Term SOFR Loan, the last day of each Interest Period applicable tosuch Loan and the Maturity Date of the Facility under which such Loan was made; provided that if anyInterest Period for a Term SOFR Loan exceeds three months, the respective dates that fall every threemonths after the beginning of such Interest Period shall also be Interest Payment Dates and (d) withrespect to any Daily SOFR Loan, each date that is on the numerically corresponding day in each calendarmonth that is one month (or, at the Borrower’s option, three months) after the borrowing date of suchDaily SOFR Loan (or, if there is no such numerically corresponding day in such month, then the last dayof such month) and the date on which such Daily SOFR Loan is repaid or converted in full.“Interest Period” means,(a) as to each Eurocurrency Rate Loan, the period commencing on the date suchEurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan andending on the date one, three or six months thereafter or, to the extent agreed by each Lender of suchEurocurrency Rate Loan, twelve months or a shorter period or, to the extent agreed by the AdministrativeAgent, one week thereafter, as selected by the Borrower in its Committed Loan Notice; and(b) as to each Term SOFR Loan, the period commencing on the date such TermSOFR Loan is disbursed or converted to or continued as a Term SOFR Loan and ending on the date one,three or six months thereafter, as selected by the Borrower in its Committed Loan Notice, or such otherperiod that is twelve months or less requested by the Borrower and consented to by all the AppropriateLenders and the Administrative Agent (in the case of each requested Interest Period, subject toavailability);provided that: (i) any Interest Period that would otherwise end on a day that is not a Business Dayshall, subject to clause (iii) below, be extended to the next succeeding Business Day unless suchBusiness Day falls in another calendar month, in which case such Interest Period shall end on thenext preceding Business Day;(ii) any Interest Period (other than an Interest Period having a duration of less thanone month) that begins on the last Business Day of a calendar month (or on a day for which thereis no numerically corresponding day in the calendar month at the end of such Interest Period)shall end on the last Business Day of the calendar month at the end of such Interest Period; and54

(iii) no Interest Period shall extend beyond the Maturity Date of the Facility underwhich such Loan was made.“Investment” means, as to any Person, any direct or indirect acquisition or investment by suchPerson, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or othersecurities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption ofIndebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in,another Person, including any partnership or joint venture interest in such other Person excluding, in thecase of the Borrower and its Restricted Subsidiaries, intercompany loans, advances, or Indebtednesshaving a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in theordinary course of business consistent with past practice or (c) the purchase or other acquisition (in onetransaction or a series of transactions) of all or substantially all of the property and assets or business ofanother Person or assets constituting a business unit, line of business or division of such Person. Forpurposes of covenant compliance, the amount of any Investment at any time shall be the amount actuallyinvested (measured at the time made), without adjustment for subsequent increases or decreases in thevalue of such Investment but less all returns and distributions received on such Investment.“Investors” means each of Blackstone Funds and any of their Affiliates (other than any portfoliooperating companies).“IP Rights” has the meaning set forth in Section 5.15.“IPO Entity” has the meaning set forth in the definition of “Qualified IPO.”“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998”published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof asmay be in effect at the time of issuance).“Junior Financing” has the meaning set forth in Section 7.13(a).“Junior Financing Documentation” means any documentation governing any Junior Financing.“Junior Lien Intercreditor Agreement” means an intercreditor agreement substantially in theform of Exhibit J-2 hereto (which agreement in such form or with immaterial changes thereto theCollateral Agent is authorized to enter into) between, the Collateral Agent and one or more collateralagents or representatives for the holders of Indebtedness that is permitted under Section 7.03 to be, and isintended to be, secured on a junior Lien basis to the Liens securing the Obligations.“L/C Advance” means, with respect to each Revolving Credit Lender, such ▇▇▇▇▇▇’s funding ofits participation in any L/C Borrowing in accordance with its Pro Rata Share or other applicable shareprovided for under this Agreement. All L/C Advances shall be denominated in Dollars.“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter ofCredit which has not been reimbursed on the applicable Honor Date or refinanced as a Revolving CreditBorrowing. All L/C Borrowings shall be denominated in Dollars.“L/C Commitment” means, with respect to each L/C Issuer, the commitment of such L/C Issuerto issue Letters of Credit pursuant to Section 2.03, as such commitment is set forth on Schedule 1.01A orif an L/C Issuer has entered into an Assignment and Assumption, the amount set forth for such L/C Issueras its L/C Commitment in the Register maintained by the Administrative Agent.55

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof orextension of the expiry date thereof, or the renewal or increase of the amount thereof.“L/C Disbursement” means any payment made by an L/C Issuer pursuant to a Letter of Credit.“L/C Issuer” means each of (a) Bank of America, (b) BMO Bank N.A., (c) Barclays Bank PLC,(c) Credit Suisse AG, Cayman Islands Branch, (d) each other Person with a L/C Commitment set forth onSchedule 1.01A and (e) any other Lender that becomes an L/C Issuer in accordance with Sections 2.03(k)or 10.07(k), in each case in its capacity as an issuer of Letters of Credit hereunder, or any successor issuerof Letters of Credit hereunder. Each L/C Issuer may, in its discretion, arrange for one or more Letters ofCredit to be issued by Affiliates of similar creditworthiness to such L/C Issuer, in which case the term“L/C Issuer” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate andfor all purposes of the Loan Documents. If there is more than one L/C Issuer at any given time, the termL/C Issuer shall refer to the relevant L/C Issuer(s).“L/C Obligations” means, as at any date of determination, the aggregate principal amountavailable to be drawn under all outstanding Letters of Credit plus the aggregate of all UnreimbursedAmounts, including all L/C Borrowings. For purposes of computing the amount available to be drawnunder any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 2.03(l). For all purposes of this Agreement, if on any date of determination a Letter of Credit hasexpired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14of the ISP or Rule 36 of UCP 600, such Letter of Credit shall be deemed to be “outstanding” in theamount so remaining available to be drawn.“Latest Maturity Date” means, at any date of determination, the latest Maturity Date applicableto any Loan or Commitment hereunder at such time, including the latest maturity date of any RefinancingTerm Loan, any Refinancing Term Commitment, any Extending Term Loan, any Extending RevolvingCredit Commitment, any Incremental Term Loans, any Incremental Revolving Credit Commitments orany Other Revolving Credit Commitments, in each case as extended in accordance with this Agreementfrom time to time.“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties,rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents, orders, decrees,injunctions or authorities, including the interpretation or administration thereof by any GovernmentalAuthority charged with the enforcement, interpretation or administration thereof, and all applicableadministrative orders, directed duties, requests, licenses, authorizations and permits of, and agreementswith, any Governmental Authority.“LCA Election” has the meaning set forth in Section 1.02(h).“LCA Test Date” has the meaning set forth in Section 1.02(h).“Lead Arrangers” means (i) with respect to this Agreement on the Closing Date, ▇▇▇▇▇▇▇ Lynch,Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (or any other registered broker-dealer wholly-owned by Bank ofAmerica Corporation to which all or substantially all of Bank of America Corporation’s or any of itssubsidiaries’ investment banking, commercial lending services or related businesses may be transferredfollowing the date of this Agreement), Barclays Bank PLC, Credit Suisse Securities (USA) LLC,Citigroup Global Markets Inc., Macquarie Capital (USA) Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc.,56

57Deutsche Bank Securities Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, RBC Capital Markets1 and CIBC WorldMarkets Corp., in their respective capacities as joint lead arrangers and joint bookrunners under thisAgreement, (ii) with respect to Amendment No. 1, the Amendment No. 1 Arrangers, (iii) with respect toAmendment No. 2, the Amendment No. 2 Arrangers, (iv) with respect to Amendment No. 4, theAmendment No. 4 Arrangers, (v) with respect to Amendment No. 6, the Amendment No. 6 Arrangers,(vi) with respect to Amendment No. 7, the Amendment No. 7 Arrangers, (vii) with respect to AmendmentNo. 8, the Amendment No. 8 Arranger, (viii) with respect to Amendment No. 9, the Amendment No. 9Arrangers, (ix) with respect to Amendment No. 10, the Amendment No. 10 Arrangers and, (x) withrespect to Amendment No. 11, the Amendment No. 11 Arrangers and (xi) with respect to AmendmentNo. 12, the Amendment No. 12 Arrangers.“Lender” has the meaning set forth in the introductory paragraph to this Agreement and, as thecontext requires, includes an L/C Issuer and the Swing Line Lender, and their respective successors andassigns as permitted hereunder, each of which is referred to herein as a “Lender”.“Lender Default” means (i) the refusal (which may be given verbally or in writing and has notbeen retracted) or failure of any Lender to make available its portion of any incurrence of revolving loansor reimbursement obligations required to be made by it, which refusal or failure is not cured within twoBusiness Days after the date of such refusal or failure; (ii) the failure of any Lender to pay over to theAdministrative Agent, any L/C Issuer or any other Lender any other amount required to be paid by ithereunder within two Business Days of the date when due, unless subject to a good faith dispute; (iii) aLender has notified the Borrower or the Administrative Agent that it does not intend to comply with itsfunding obligations, or has made a public statement to that effect with respect to its funding obligations,under the Revolving Credit Facility or under other agreements generally in which it commits to extendcredit; (iv) a Lender has failed, within three Business Days after request by the Administrative Agent, toconfirm that it will comply with its funding obligations under the Revolving Credit Facility; or (v) aLender has admitted in writing that it is insolvent or such Lender becomes subject to a Lender-RelatedDistress Event or a Bail-In Action. Any determination by the Administrative Agent that a Lender Defaulthas occurred under any one or more of clauses (i) through (v) above shall be conclusive and bindingabsent manifest error, and the applicable Lender shall be deemed to be a Defaulting Lender (subject to Section 2.17(b)) upon delivery of written notice of such determination to the Borrower, each L/C Issuer,each Swing Line Lender and each Lender.“Lender Party” means, collectively, the Lenders, the Swing Line Lender and the L/C Issuers.“Lender-Related Distress Event” means, with respect to any Lender or any person that directlyor indirectly controls such Lender (each, a “Distressed Person”), as the case may be, a voluntary orinvoluntary case with respect to such Distressed Person under any Debtor Relief Law, or a custodian,conservator, receiver or similar official is appointed for such Distressed Person or any substantial part ofsuch Distressed Person’s assets, or such Distressed Person or any person that directly or indirectlycontrols such Distressed Person is subject to a forced liquidation, or such Distressed Person makes ageneral assignment for the benefit of creditors or is otherwise adjudicated as, or determined by anyGovernmental Authority having regulatory authority over such Distressed Person or its assets to be,insolvent or bankrupt; provided that a Lender-Related Distress Event shall not be deemed to haveoccurred solely by virtue of the ownership or acquisition of any equity interests in any Lender or any1 RBC Capital Markets is a brand name for the capital markets businesses of Royal Bank ofCanada and its affiliates.

person that directly or indirectly controls such Lender by a Governmental Authority or an instrumentalitythereof. “Lending Office” means, as to any Lender, the office or offices of such Lender described as suchin such ▇▇▇▇▇▇’s Administrative Questionnaire, or such other office or offices as a Lender may from timeto time notify the Borrower and the Administrative Agent.“Letter of Credit” means any letter of credit issued hereunder. A Letter of Credit may be acommercial letter of credit or a standby letter of credit and may be issued in any Approved Currency;provided that (i) Barclays Bank PLC, in its capacity as an L/C Issuer, shall only be require to issuestandby letters of credit and shall not be required to issue commercial letters of credit and (ii) CreditSuisse AG, Cayman Islands Branch, in its capacity as an L/C Issuer, shall not be required to issue trade orperformance letters of credit.“Letter of Credit Expiration Date” means the day that is five (5) Business Days prior to thescheduled Maturity Date then in effect for the applicable Extended Revolving Credit Facility (or, if ▇▇▇▇▇▇▇ is not a Business Day, the next preceding Business Day).“Letter of Credit Issuance Request” means a letter of credit request substantially in the form ofExhibit B.“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $50,000,000 and (b) theaggregate principal amount of the Revolving Credit Commitments. The Letter of Credit Sublimit is partof, and not in addition to, the Revolving Credit Facility.“LIBO Screen Rate” means, for any day and time, with respect to any Eurocurrency Rate Loanfor any applicable currency and for any Interest Period, the London interbank offered rate as published onthe applicable Bloomberg screen page (or such other commercially available source providing suchquotations as may be designated by the Administrative Agent from time to time).“Lien” means any mortgage, pledge, hypothecation, assignment by way of security, depositarrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other securityinterest or preferential arrangement of any kind or nature whatsoever (including any conditional sale orother title retention agreement, any easement, right of way or other encumbrance on title to Real Property,and any Financing Lease having substantially the same economic effect as any of the foregoing).“Limited Condition Acquisition” means any acquisition, including by way of merger,amalgamation or consolidation, by one or more of the Borrower and its Restricted Subsidiaries of anyassets, business or Person permitted by this Agreement the consummation of which is not conditioned onthe availability of, or on obtaining, third party acquisition financing.“Loan” means an extension of credit by a Lender to the Borrower under Article 2 in the form of aTerm Loan, a Revolving Credit Loan or a Swing Line Loan (including any Incremental Term Loan,Extending Term Loan and any extensions of credit under any Revolving Commitment Increase).“Loan Documents” means, collectively, (i) this Agreement, (ii) Amendment No. 1, (iii)Amendment No. 2, (iv) Amendment No. 3, (v) Amendment No. 4, (vi) Amendment No. 5, (vii)Amendment No. 6, (viii) Amendment No. 7, (ix) Amendment No. 8, (x) Amendment No. 9, (xi)Amendment No. 10, (xii) Amendment No. 11, (xiii) Amendment No. 12, (xiv) the Notes, (xivxv) theCollateral Documents, (xvxvi) each Intercreditor Agreement to the extent then in effect, (xvixvii) each58

Letter of Credit Issuance Request and (xviixviii) any Refinancing Amendment, Incremental Amendmentor Extension Amendment.“Loan Parties” means, collectively, the Borrower and each Guarantor.“LTM Consolidated EBITDA” means Consolidated EBITDA for the most recently endedperiod of four consecutive fiscal quarters ended prior to the date of determination for which financialstatements are internally available, calculated on a Pro Forma Basis.“Management Stockholders” means the present and former members of management (and theirControlled Investment Affiliates and Immediate Family Members) of Holdings, the Borrower or any of itsSubsidiaries who are investors in Holdings, the Borrower or any direct or indirect parent thereof.“Margin Stock” has the meaning set forth in Regulation U issued by the FRB.“Market Capitalization” means an amount equal to (i) the total number of issued andoutstanding shares of common Equity Interests of the IPO Entity on the date of the declaration of aRestricted Payment multiplied by (ii) the arithmetic mean of the closing prices per share of such commonEquity Interests on the principal securities exchange on which such common Equity Interests are tradedfor the 30 consecutive trading days immediately preceding the date of declaration of such RestrictedPayment.“Master Agreement” has the meaning set forth in the definition of “Swap Contract.”“Material Adverse Effect” means a (a) material adverse effect on the business, operations,assets, liabilities (actual or contingent) or financial condition of the Borrower and its RestrictedSubsidiaries, taken as a whole; (b) material adverse effect on the ability of the Loan Parties (taken as awhole) to fully and timely perform any of their payment obligations under any Loan Document to whichthe Borrower or any of the Loan Parties is a party; or (c) material adverse effect on the rights andremedies available to the Lenders or any Agent under any Loan Document.“Material Real Property” means any fee owned Real Property located in the United States thatis owned by any Loan Party with a fair market value in excess of $10,000,000 (at the Closing Date or,with respect to Real Property acquired after the Closing Date, at the time of acquisition, in each case, asreasonably estimated by the Borrower in good faith).“Maturity Date” means (i) with respect to the Non-Extended Term Loans, the date that is sevenyears after the Closing Date, (ii) with respect to the Extended Term Loans, October 31, 2026; providedthat, unless a principal amount of the 2025 Notes or any Permitted Refinancing thereof shall have, prior tothe 91st day before the maturity of the 2025 Notes or Indebtedness in respect of such PermittedRefinancing (as the case may be), been repurchased or redeemed, or refinanced with Indebtedness that hasa maturity date (with no interim scheduled payments of principal) no earlier than 91 days followingOctober 31, 2026 such that no greater than $500,000,000 of the 2025 Notes or Indebtedness in respect ofsuch Permitted Refinancing remain outstanding, then the Extended Term Loans will mature on the datethat is 91 days prior to the maturity of the 2025 Notes or Indebtedness in respect of such PermittedRefinancing, as the case may be, (iii) with respect to the Third Incremental Term Loans, the Initial TermB-1 Loans, the Incremental Term B-1 Loans, the Fourth Incremental Term Loans, the Fifth IncrementalTerm Loans, the Sixth Incremental Term Loans and the Seventh Incremental Term Loans, August 31,2028, (iv) with respect to the Extended2025 Incremental Revolving Credit Commitments, AugustMay 31,20262030; provided that, unless a principal amount of the ExtendedSeventh Incremental Term Loans orany Permitted Refinancing thereof shall have, prior to the 91st day before the Maturity Date of the59

ExtendedSeventh Incremental Term Loans or the maturity date of Indebtedness in respect of suchPermitted Refinancing (as the case may be), been repurchased, prepaid or redeemed, or refinanced withIndebtedness that has a maturity date (with no interim scheduled payments of principal) no earlier than 91days following AugustMay 31, 20262030 such that no greater than $500,000,000 of the ExtendedSeventhIncremental Term Loans or the Indebtedness in respect of such Permitted Refinancing remainremainsoutstanding, then the Extended2025 Incremental Revolving Credit Commitments will mature on July 31,2026the date that is 91 days prior to the Maturity Date of the Seventh Incremental Term Loans or thematurity date of Indebtedness in respect of such Permitted Refinancing, as the case may be, (v) withrespect to any tranche of Extending Term Loans or Extending Revolving Credit Commitments, the finalmaturity date applicable thereto as specified in the applicable Extension Request accepted by therespective Lender or Lenders, (vi) with respect to any Refinancing Term Loans or Other Revolving CreditCommitments, the final maturity date applicable thereto as specified in the applicable RefinancingAmendment and (vii) with respect to any other Incremental Term Loans or Incremental Revolving CreditCommitments, the final maturity date applicable thereto as specified in the applicable IncrementalAmendment; provided, in each case, that if such date is not a Business Day, then the applicable MaturityDate shall be the next succeeding Business Day.“Maximum Rate” has the meaning set forth in Section 10.10.“MFN Protection” has the meaning set forth in Section 2.14(e)(iii).“MFN Trigger Amount” has the meaning set forth in Section 2.14(e)(iii).“▇▇▇▇▇’▇” means ▇▇▇▇▇’▇ Investors Service, Inc. and any successor thereto.“Mortgage Policies” has the meaning set forth in the definition of “Collateral and GuaranteeRequirement.”“Mortgaged Property” has the meaning set forth in the definition of “Collateral and GuaranteeRequirement.”“Mortgages” means collectively, the deeds of trust, trust deeds, deeds to secure debt, hypothecsand mortgages made by the Loan Parties in favor or for the benefit of the Collateral Agent on behalf ofthe Secured Parties creating and evidencing a Lien on a Mortgaged Property in form and substancereasonably satisfactory to the Collateral Agent with such terms and provisions as may be required by theapplicable Laws of the relevant jurisdiction, and any other mortgages executed and delivered pursuant to Section 6.11 or 6.13, in each case, as the same may from time to time be amended, restated,supplemented, or otherwise modified.“Multiemployer Plan” means any employee benefit plan of the type described in Section 3(37)or Section 4001(a)(3) of ERISA, to which the Borrower, any Restricted Subsidiary or any ERISAAffiliate makes or is obligated to make contributions, or during the preceding six years, has made or beenobligated to make contributions.“Net Proceeds” means:(a) 100% of the cash proceeds actually received by the Borrower or any of theRestricted Subsidiaries (including any cash payments received by way of deferred payment ofprincipal pursuant to a note or installment receivable or purchase price adjustment receivable orotherwise and including casualty insurance settlements and condemnation awards, but in eachcase only as and when received) from any Disposition or Casualty Event, net of (i) attorneys’60

fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, andrelated search and recording charges, transfer taxes, deed or mortgage recording taxes, othercustomary expenses and brokerage, consultant and other customary fees actually incurred inconnection therewith, (ii) the principal amount, premium or penalty, if any, interest and otheramounts on any Indebtedness that is secured by a Lien (other than a Lien that ranks pari passuwith or subordinated to the Liens securing the Obligations) on the asset subject to suchDisposition or Casualty Event and that is required to be repaid (and is timely repaid) inconnection with such Disposition or Casualty Event (other than Indebtedness under the LoanDocuments), (iii) in the case of any Disposition or Casualty Event by a non-wholly ownedRestricted Subsidiary, the pro rata portion of the Net Proceeds thereof (calculated without regardto this clause (iii)) attributable to minority interests and not available for distribution to or for theaccount of the Borrower or a wholly owned Restricted Subsidiary as a result thereof, (iv) Taxes(including Tax distributions paid pursuant to Section 7.06(i)(iii), (iv) or (v)) paid or reasonablyestimated to be payable as a result thereof, and (v) the amount of any reasonable reserveestablished in accordance with GAAP against any adjustment to the sale price or any liabilities(other than any taxes deducted pursuant to clause (i) above) (x) related to any of the applicableassets and (y) retained by the Borrower or any of the Restricted Subsidiaries including, withoutlimitation, pension and other post-employment benefit liabilities and liabilities related toenvironmental matters or against any indemnification obligations (however, the amount of anysubsequent reduction of such reserve (other than in connection with a payment in respect of anysuch liability) shall be deemed to be Net Proceeds of such Disposition or Casualty Eventoccurring on the date of such reduction); provided that so long as no Event of Default underSections 8.01(a) or, solely with respect to the Borrower, Section 8.01 (f) has occurred and iscontinuing, the Borrower may reinvest any portion of such proceeds in assets useful for itsbusiness (which shall include any Investment permitted by this Agreement) within 12 months ofsuch receipt and such portion of such proceeds shall not constitute Net Proceeds except to theextent not, within 12 months of such receipt, so reinvested or contractually committed to be soreinvested (it being understood that if any portion of such proceeds are not so used within such12-month period but within such 12-month period are contractually committed to be used, thenupon the termination of such contract or if such Net Proceeds are not so used within 18 months ofinitial receipt, such remaining portion shall constitute Net Proceeds as of the date of suchtermination or expiry without giving effect to this proviso); it being further understood that suchproceeds shall constitute Net Proceeds notwithstanding any investment notice if an Event ofDefault under Section 8.01(a) or, solely with respect to the Borrower, Section 8.01(f) hasoccurred and is continuing at the time of a proposed reinvestment, unless such proposedreinvestment is made pursuant to a binding commitment entered into at a time when no suchEvent of Default was continuing; provided, further, that (x) the proceeds realized in any singletransaction or series of related transactions shall not constitute Net Proceeds unless the amount ofsuch proceeds exceeds $50,000,000 and (y) only the aggregate amount of proceeds (excluding,for the avoidance of doubt, Net Proceeds described in the preceding clause (x)) in excess of$100,000,000 in any fiscal year shall constitute Net Proceeds under this clause (a), and(b) 100% of the cash proceeds from the incurrence, issuance or sale by the Borroweror any of the Restricted Subsidiaries of any Indebtedness, net of all taxes paid or reasonablyestimated to be payable as a result thereof and fees (including investment banking fees anddiscounts), commissions, costs and other expenses, in each case incurred in connection with suchincurrence, issuance or sale.For purposes of calculating the amount of Net Proceeds, fees, commissions and other costs andexpenses payable to the Borrower or any Restricted Subsidiary shall be disregarded.61

“Non-Consenting Lender” has the meaning set forth in Section 3.07(d).“Non-Debt Fund Affiliate” means any Affiliate of the Investors other than (a) Holdings, theBorrower or any Subsidiary of the Borrower, (b) any Debt Fund Affiliates and (c) any natural person.“Non-Defaulting Lender” means, at any time, a Lender that is not a Defaulting Lender.“Non-Expiring Credit Commitment” has the meaning set forth in Section 2.04(g).“Non-Extended Revolving Credit Commitment” means, as to each Non-Extended RevolvingCredit Lender, its obligation to (a) make Non-Extended Revolving Credit Loans to the Borrower pursuantto Section 2.01(b)(ii)(A), (b) purchase participations in L/C Obligations in respect of Letters of Credit and(c) purchase participations in Swing Line Loans, in an aggregate Principal Amount at any one timeoutstanding not to exceed the amount set forth opposite such ▇▇▇▇▇▇’s name on Schedule 1.01(A) underthe caption “Non-Extended Revolving Credit Commitment” or in the Assignment and Assumptionpursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjustedfrom time to time in accordance with this Agreement. The aggregate Non-Extended Revolving CreditCommitments of all Non-Extended Revolving Credit Lenders shall be $24,200,000.00 on the AmendmentNo. 5 Effective Date, as such amount may be adjusted from time to time in accordance with the terms ofthis Agreement.“Non-Extended Revolving Credit Facility” means the Non-Extended Revolving CreditCommitments and the Non-Extended Revolving Credit Loans, Swing Line Loans and Letters of Creditextended thereunder.“Non-Extended Revolving Credit Lender” means, at any time, any Lender that has a Non-Extended Revolving Credit Commitment or that holds Non-Extended Revolving Credit Loans at suchtime. “Non-Extended Revolving Credit Loan” has the meaning specified in Section 2.01(b)(ii)(A).“Non-Extended Term Lender” means, at any time, any Lender that holds Non-Extended TermLoans at such time.“Non-Extended Term Loan” means any Existing Term Loans that, on the Amendment No. 4Effective Date, an Existing ▇▇▇▇ ▇▇▇▇▇▇ has not elected to extend the maturity of or reclassify inaccordance with Section 2.01(e).“Non-Extension Notice Date” has the meaning set forth in Section 2.03(b)(iii).“Non-Financing Lease Obligation” means a lease obligation that is not required to be accountedfor as a financing or capital lease on both the balance sheet and the income statement for financialreporting purposes in accordance with GAAP. For the avoidance of doubt, a straight-line or operatinglease shall be considered a Non-Financing Lease Obligation.“Not Otherwise Applied” means, with reference to any amount of proceeds of any transaction orevent, that such amount (a) was not required to be applied to prepay the Loans pursuant to Section2.05(b), (b) was not previously (and is not concurrently being) applied in determining the permissibilityof a transaction under the Loan Documents where such permissibility was or is (or may have been)contingent on receipt of such amount or utilization of such amount for a specified purpose, (c) was notutilized pursuant to Section 8.05, (d) was not applied to incur Indebtedness pursuant to Section62

7.03(m)(y), (e) was not utilized to make Restricted Payments pursuant to Section 7.06 (other thanpursuant to Section 7.06(h)(y)), (f) was not utilized to make Investments pursuant to Sections 7.02(n), (p), (v), (w) or (z), (g) was not utilized to make prepayments of any Junior Financing pursuant to Section 7.13(other than Section 7.13(a)(iv)(y)) or (h) was not utilized to increase availability under clause (c) of thedefinition of Cumulative Credit. The Borrower shall promptly notify the Administrative Agent of anyapplication of such amount as contemplated by (b) above.“Note” means a Term Note, a Revolving Credit Note or a Swing Line Note, as the context mayrequire. “Obligations” means all (x) advances to, and debts, liabilities, obligations, covenants and dutiesof, any Loan Party and its Restricted Subsidiaries arising under any Loan Document or otherwise withrespect to any Loan or Letter of Credit, whether direct or indirect (including those acquired byassumption), absolute or contingent, due or to become due, now existing or hereafter arising andincluding interest and fees that accrue after the commencement by or against any Loan Party or RestrictedSubsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in suchproceeding, regardless of whether such interest and fees are allowed claims in such proceeding and (y)obligations of the Borrower or any Restricted Subsidiary arising under any Secured Hedge Agreement orany Treasury Services Agreement. Without limiting the generality of the foregoing, the Obligations ofthe Loan Parties under the Loan Documents (and of their Restricted Subsidiaries to the extent they haveobligations under the Loan Documents) include (a) the obligation (including guarantee obligations) to payprincipal, interest, Letter of Credit fees, reimbursement obligations, charges, expenses, fees, AttorneyCosts, indemnities and other amounts payable by any Loan Party under any Loan Document and (b) theobligation of any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender,in its sole discretion, may elect to pay or advance on behalf of such Loan Party. Notwithstanding theforegoing, the obligations of the Borrower or any Restricted Subsidiary under any Secured HedgeAgreement or any Treasury Services Agreement shall be secured and guaranteed pursuant to theCollateral Documents and the Guaranty only to the extent that, and for so long as, the other Obligationsare so secured and guaranteed. Notwithstanding the foregoing, Obligations of any Guarantor shall in noevent include any Excluded Swap Obligations of such Guarantor.“OFAC” means the Office of Foreign Assets Control of the United States Department of theTreasury.“Offered Amount” has the meaning set forth in Section 2.05(a)(v)(D)(1).“Offered Discount” has the meaning set forth in Section 2.05(a)(v)(D)(1).“OID” means original issue discount.“Organizational Documents” means (a) with respect to any corporation, the certificate orarticles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respectto any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articlesof formation or organization and operating agreement; and (c) with respect to any partnership, jointventure, trust or other form of business entity, the partnership, joint venture or other applicable agreementof formation or organization and any agreement, instrument, filing or notice with respect thereto filed inconnection with its formation or organization with the applicable Governmental Authority in thejurisdiction of its formation or organization and, if applicable, any certificate or articles of formation ororganization of such entity. 63

“Other Applicable Indebtedness” has the meaning set forth in Section 2.05(b)(ii).“Other Debt Representative” means, with respect to any series of Indebtedness permitted to beincurred hereunder on a pari passu or junior Lien basis to the Lien securing the Obligations, the trustee,administrative agent, collateral agent, security agent or similar agent under the indenture or agreementpursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, andeach of their successors in such capacities.“Other Revolving Credit Commitments” means one or more Classes of revolving creditcommitments hereunder that result from a Refinancing Amendment.“Other Revolving Credit Loans” means one or more Classes of Revolving Credit Loans thatresult from a Refinancing Amendment.“Other Taxes” has the meaning set forth in Section 3.01(b).“Outstanding Amount” means (a) with respect to the Term Loans, Revolving Credit Loans andSwing Line Loans on any date, the aggregate outstanding Principal Amount thereof after giving effect toany borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans (including anyrefinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as aRevolving Credit Borrowing) and Swing Line Loans, as the case may be, occurring on such date; and (b)with respect to any L/C Obligations on any date, the aggregate outstanding Principal Amount thereof onsuch date after giving effect to any L/C Credit Extension occurring on such date and any other changesthereto as of such date, including as a result of any reimbursements of outstanding unpaid drawings underany Letters of Credit (including any refinancing of outstanding unpaid drawings under Letters of Creditor L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amountavailable for drawing under Letters of Credit taking effect on such date.“Overnight Bank Funding Rate” means, for any day, the rate per annum equal to the weightedaverage of the rates on overnight Federal funds transactions with members of the Federal Reserve System,as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day;provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rateon such transactions on the next preceding Business Day as so published on the next succeeding BusinessDay, and (b) if no such rate is so published on such next succeeding Business Day, the Federal FundsRate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of1%) charged to Bank of America on such day on such transactions as determined by the AdministrativeAgent. “Participant” has the meaning set forth in Section 10.07(f).“Participant Register” has the meaning set forth in Section 10.07(f).“Participating Lender” has the meaning set forth in Section 2.05(a)(v)(C)(2).“PBGC” means the Pension Benefit Guaranty Corporation.“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored ormaintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliatecontributes or has an obligation to contribute, or in the case of a multiple employer or other plan64

described in Section 4064(a) of ERISA, has made contributions at any time during the immediatelypreceding six years.“Perfection Certificate” means a certificate in the form of Exhibit H hereto or any other formreasonably approved by the Collateral Agent, as the same shall be supplemented from time to time.“Periodic Term SOFR Determination Day” has the meaning set forth in the definition of“Term SOFR.”“Permitted Acquisition” has the meaning set forth in Section 7.02(i).“Permitted Earlier Maturity Indebtedness Exception” means, with respect to any IncrementalTerm Loans, Credit Agreement Refinancing Indebtedness, Permitted Ratio Debt and any Indebtednessincurred under Section 7.03(g), (q) or (w) permitted to be incurred hereunder, that up to $550,000,000aggregate principal amount of such Indebtedness (the “Specified Debt”) may have a maturity date that isearlier than and a Weighted Average Life to Maturity that is shorter than, the Indebtedness with respect towhich the Specified Debt is otherwise required to have a later maturity date.“Permitted First Lien Ratio Debt” has the meaning set forth in the definition of “PermittedRatio Debt”.“Permitted First Priority Refinancing Debt” means any Permitted First Priority RefinancingNotes and any Permitted First Priority Refinancing Loans.“Permitted First Priority Refinancing Loans” means any Credit Agreement RefinancingIndebtedness in the form of secured loans incurred by the Borrower and/or the Subsidiary Guarantors inthe form of one or more tranches of loans not under this Agreement; provided that (i) such Indebtedness issecured by the Collateral on a pari passu basis (but without regard to the control of remedies) with theLiens securing the Obligations and is not secured by any property or assets of Holdings, the Borrower orany Restricted Subsidiary other than the Collateral, (ii) such Indebtedness is not at any time guaranteedby any Subsidiaries other than Subsidiaries that are Guarantors and (iii) subject to the Permitted EarlierMaturity Indebtedness Exception, such Indebtedness does not mature on or prior to the date that is theLatest Maturity Date at the time such Indebtedness is incurred or issued or have a shorter WeightedAverage Life to Maturity than the Initial Term Loans or the Initial Term B-1 Loans.“Permitted First Priority Refinancing Notes” means any Credit Agreement RefinancingIndebtedness in the form of secured Indebtedness (including any Registered Equivalent Notes) incurredby the Borrower and/or the Subsidiary Guarantors in the form of one or more series of senior securednotes (whether issued in a public offering, Rule 144A, private placement or otherwise); provided that (i)such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control ofremedies) with the Liens securing the Obligations and is not secured by any property or assets ofHoldings, the Borrower or any Restricted Subsidiary other than the Collateral, (ii) such Indebtedness isnot at any time guaranteed by any Subsidiaries other than Subsidiaries that are Guarantors, (iii) subject tothe Permitted Earlier Maturity Indebtedness Exception, such Indebtedness does not mature or havescheduled amortization or payments of principal (other than customary offers to repurchase upon achange of control, asset sale or event of loss and a customary acceleration right after an event of default)on or prior to the date that is the Latest Maturity Date at the time such Indebtedness is incurred or issuedand (iv) an Other Debt Representative acting on behalf of the holders of such Indebtedness shall havebecome party to each Intercreditor Agreement then in effect. Permitted First Priority Refinancing Noteswill include any Registered Equivalent Notes issued in exchange therefor.65

“Permitted Holders” means each of (a) the Investors, (b) the Management Stockholders(provided that if the Management Stockholders own beneficially or of record more than fifteen percent(15%) of the outstanding voting stock of Holdings in the aggregate, they shall be treated as PermittedHolders of only fifteen percent (15%) of the outstanding voting stock of Holdings at such time), (c) anyPerson who is acting solely as an underwriter in connection with a public or private offering of EquityInterests of Holdings or any of its direct or indirect parent companies, acting in such capacity, (d) NewMountain Capital, L.L.C., (e) GIC Special Investments Pte. Ltd., (f) Blue Spectrum ZA 2015 LP and (g)Alight, Inc., its Affiliates as of the Amendment No. 7 Effective Date and any successor thereto.“Permitted Intercompany Activities” means any transactions (A) between or among theBorrower and its Restricted Subsidiaries that are entered into in the ordinary course of business of theBorrower and its Restricted Subsidiaries and, in the good faith judgment of the Borrower are necessary oradvisable in connection with the ownership or operation of the business of the Borrower and its RestrictedSubsidiaries, including, but not limited to, (i) payroll, cash management, purchasing, insurance andhedging arrangements, (ii) management, technology and licensing arrangements and (iii) customer loyaltyand rewards programs and (B) between or among the Borrower, its Restricted Subsidiaries and anycaptive insurance subsidiaries.“Permitted Junior Lien Refinancing Debt” means Credit Agreement Refinancing Indebtednessconstituting secured Indebtedness (including any Registered Equivalent Notes) incurred by the Borrowerand/or the Subsidiary Guarantors in the form of one or more series of junior lien secured notes or juniorlien secured loans; provided that (i) notwithstanding any provision to the contrary contained in thedefinition of “Credit Agreement Refinancing Indebtedness,” such Indebtedness is secured by theCollateral on a junior priority basis to the Liens securing the Obligations and the obligations in respect ofany Permitted First Priority Refinancing Debt and is not secured by any property or assets of Holdings,the Borrower or any Restricted Subsidiary other than the Collateral, (ii) an Other Debt Representativeacting on behalf of the holders of such Indebtedness shall have become party to the Junior LienIntercreditor Agreement as a “Junior Priority Representative” (or similar term, in each case, as defined inthe Junior Lien Intercreditor Agreement), and (iii) such Indebtedness meets the Permitted Other DebtConditions. Permitted Junior Lien Refinancing Debt will include any Registered Equivalent Notes issuedin exchange therefor.“Permitted Junior Secured Ratio Debt” has the meaning set forth in the definition of“Permitted Ratio Debt”.“Permitted Other Debt Conditions” means that such applicable Indebtedness (i) subject to thePermitted Earlier Maturity Indebtedness Exception, does not mature or have scheduled amortizationpayments of principal or payments of principal and is not subject to mandatory redemption, repurchase,prepayment or sinking fund obligations (except customary asset sale or change of control provisions thatprovide for the prior repayment in full of the Loans and all other Obligations), in each case on or prior tothe Latest Maturity Date at the time such Indebtedness is incurred and (ii) is not at any time guaranteed byany Subsidiaries other than Subsidiaries that are Guarantors.“Permitted Ratio Debt” means Indebtedness of the Borrower or any Restricted Subsidiary solong as immediately after giving Pro Forma Effect thereto and to the use of the proceeds thereof (butwithout netting the proceeds thereof) (i) no Event of Default shall be continuing or result therefrom and(ii) (x) if such Indebtedness is secured by the Collateral on a pari passu basis with the Liens securing theObligations, the Consolidated First Lien Net Leverage Ratio is no greater than 4.85 to 1.00 determined ona Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quartersfor which financial statements are internally available (“Permitted First Lien Ratio Debt”), (y) if suchIndebtedness is secured by the Collateral on a junior lien basis to the Liens securing the Obligations, the66

Consolidated Secured Net Leverage Ratio is no greater than 6.25 to 1.00 determined on a Pro FormaBasis as of the last day of the most recently ended period of four consecutive fiscal quarters for whichfinancial statements are internally available (“Permitted Junior Secured Ratio Debt”) and (z) if suchIndebtedness is unsecured (or not secured by all or any portion of the Collateral), either (I) theConsolidated Interest Coverage Ratio is no less than 2.00 to 1.00 or (II) the Consolidated Total NetLeverage Ratio is no greater than 6.25 to 1.00, in each case determined on a Pro Forma Basis as of the lastday of the most recently ended period of four consecutive fiscal quarters for which financial statementsare internally available (“Permitted Unsecured Ratio Debt”); provided that, such Indebtedness shall (A)in the case of clause (x) above, have a maturity date that is after the Latest Maturity Date at the time suchIndebtedness is incurred, and in the case of clause (y) or (z) above, have a maturity date that is at leastninety-one (91) days after the Latest Maturity Date at the time such Indebtedness is incurred (in eachcase, subject to the Permitted Earlier Maturity Indebtedness Exception); provided that restrictions in thisclause (A) shall not apply to the extent such Indebtedness constitutes a customary bridge facility, so longas the long-term Indebtedness into which such customary bridge facility is to be converted or exchangedsatisfies the requirements of this clause (A) and such conversion or exchange is subject only to conditionscustomary for similar conversions or exchanges, (B) in the case of clause (x) above, have a WeightedAverage Life to Maturity not shorter than the longest remaining Weighted Average Life to Maturity ofthe Facilities and, in the case of clause (y) or (z) above, shall not be subject to scheduled amortizationprior to maturity (in each case, subject to the Permitted Earlier Maturity Indebtedness Exception);provided that restrictions in this clause (B) shall not apply to the extent such Indebtedness constitutes acustomary bridge facility, so long as the long-term Indebtedness into which such customary bridgefacility is to be converted or exchanged satisfies the requirements of this clause (B) and such conversionor exchange is subject only to conditions customary for similar conversions or exchanges, (C) (x) if suchIndebtedness is incurred or guaranteed on a secured basis by a Loan Party on a junior Lien basis to theLiens securing the Obligations, an Other Debt Representative acting on behalf of the holders of suchIndebtedness shall have become party to the Junior Lien Intercreditor Agreement as a “Junior PriorityRepresentative” (or similar term, in each case, as defined in the Junior Lien Intercreditor Agreement) and(y) if such Indebtedness is incurred or guaranteed on a secured basis by a Loan Party on a pari passubasis to the Liens securing the Obligations, an Other Debt Representative acting on behalf of the holdersof such Indebtedness shall have become party to each Intercreditor Agreement, (D) have terms andconditions (other than (x) pricing, rate floors, discounts, fees, premiums and optional prepayment orredemption provisions and (y) covenants or other provisions applicable only to periods after the LatestMaturity Date at the time of incurrence of such Indebtedness and to the extent any financial maintenancecovenant is added for the benefit of such Permitted Ratio Debt, to the extent that such financialmaintenance covenant is also added for the benefit of each Facility remaining outstanding after theincurrence or issuance of such Permitted Ratio Debt) that in the good faith determination of the Borrower(i) are not materially less favorable (when taken as a whole) to the Borrower than the terms andconditions of the Loan Documents (when taken as a whole) or (ii) reflect market terms and conditions(taken as a whole) at the time of incurrence or issuance (provided that a certificate of the Borrower as tothe satisfaction of the conditions described in this clause (D) delivered at least five (5) Business Daysprior to the incurrence of such Indebtedness, together with a reasonably detailed description of thematerial terms and conditions of such Indebtedness or drafts of documentation relating thereto, statingthat the Borrower has determined in good faith that such terms and conditions satisfy the foregoingrequirements of this clause (D), shall be conclusive evidence) and (E) in the case of Permitted First LienRatio Debt in the form of term loans, be subject to the MFN Protection (but subject to the MFN TriggerAmount exception to such MFN Protection) as if such Indebtedness were an Incremental Term Loan;provided, further, that any such Indebtedness incurred pursuant to clauses (x), (y) or (z) above by aRestricted Subsidiary that is not a Loan Party, together with any Indebtedness incurred by a RestrictedSubsidiary that is not a Loan Party pursuant to Sections 7.03(g), 7.03(q) or 7.03(w), does not exceed in67

the aggregate at any time outstanding the greater of (i) $200,000,000 and (ii) 35% of LTM ConsolidatedEBITDA, in each case determined at the time of incurrence.“Permitted Refinancing” means, with respect to any Person, any modification, refinancing,refunding, renewal, replacement or extension of any Indebtedness of such Person; provided that (a) theprincipal amount (or accreted value, if applicable) thereof does not exceed the principal amount (oraccreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed, replaced orextended except by an amount equal to unpaid accrued interest and premium thereon plus otherreasonable amounts paid, and fees and expenses reasonably incurred, in connection with suchmodification, refinancing, refunding, renewal, replacement or extension and by an amount equal to anyexisting commitments unutilized thereunder, (b) other than with respect to a Permitted Refinancing inrespect of Indebtedness permitted pursuant to Section 7.03(e) and subject to the Permitted EarlierMaturity Indebtedness Exception, such modification, refinancing, refunding, renewal, replacement orextension has a final maturity date equal to or later than the final maturity date of, and has a WeightedAverage Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, theIndebtedness being modified, refinanced, refunded, renewed, replaced or extended, (c) other than withrespect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), at thetime thereof, no Event of Default shall have occurred and be continuing and (d) if such Indebtednessbeing modified, refinanced, refunded, renewed, replaced or extended is Junior Financing, (i) to the extentsuch Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is subordinated inright of payment to the Obligations, such modification, refinancing, refunding, renewal, replacement orextension is subordinated in right of payment to the Obligations on terms at least as favorable to theLenders as those contained in the documentation governing the Indebtedness being modified, refinanced,refunded, renewed, replaced or extended and (ii) such modification, refinancing, refunding, renewal,replacement or extension is incurred by the Person who is the obligor of the Indebtedness being modified,refinanced, refunded, renewed, replaced or extended and (e) if the Indebtedness being modified,refinanced, refunded, renewed, replaced or extended was subject to an Intercreditor Agreement, theholders of such modified, refinanced, refunded, renewed, replaced or extended Indebtedness (if suchIndebtedness is secured) or their representative on their behalf shall become party to the appropriateIntercreditor Agreement(s).“Permitted Unsecured Ratio Debt” has the meaning set forth in the definition of “PermittedRatio Debt”.“Permitted Unsecured Refinancing Debt” means Credit Agreement Refinancing Indebtednessin the form of unsecured Indebtedness (including any Registered Equivalent Notes) incurred by theBorrower and/or the Subsidiary Guarantors in the form of one or more series of senior unsecured notes orloans; provided that such Indebtedness (i) otherwise satisfies the requirements set forth in the definition of“Credit Agreement Refinancing Indebtedness” and (ii) meets the Permitted Other Debt Conditions.Permitted Unsecured Refinancing Debt will include any Registered Equivalent Notes issued in exchangetherefor.“Person” means any natural person, corporation, limited liability company, trust, joint venture,association, company, partnership, Governmental Authority or other entity.“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA,but excluding any Multiemployer Plan) sponsored, maintained or contributed to by any Loan Party or,with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISAAffiliate. 68

“Platform” has the meaning set forth in Section 6.02.“Pledged Debt” has the meaning set forth in the Security Agreement.“Pledged Equity” has the meaning set forth in the Security Agreement.“Post-Acquisition Period” means, with respect to any Permitted Acquisition or the conversion ofany Unrestricted Subsidiary into a Restricted Subsidiary, the period beginning on the date such PermittedAcquisition or conversion is consummated and ending on the first anniversary of the date on which suchPermitted Acquisition or conversion is consummated.“Prime Rate” means the rate last quoted by The Wall Street Journal as the “Prime Rate” in theUnited States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest ratepublished by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (SelectedInterest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein (as determined bythe Administrative Agent in its reasonable discretion) or any similar release by the Federal Reserve Board(as determined by the Administrative Agent in its reasonable discretion).“Principal Amount” means (i) the stated or principal amount of each Dollar Denominated Loanor Dollar Denominated Letter of Credit or L/C Obligation with respect thereto, as applicable, and (ii) theDollar Equivalent of the stated or principal amount of each Foreign Currency Denominated Loan andForeign Currency Denominated Letter of Credit or L/C Obligation with respect thereto, as the contextmay require.“Pro Forma Adjustment” means, for any four-quarter period that includes all or any part of afiscal quarter included in any Post-Acquisition Period, with respect to the Acquired EBITDA of theapplicable Acquired Entity or Business or Converted Restricted Subsidiary or the Consolidated EBITDAof the Borrower, the pro forma increase or decrease in such Acquired EBITDA or such ConsolidatedEBITDA, as the case may be, projected by the Borrower in good faith as a result of (a) actions takenduring such Post-Acquisition Period for the purposes of realizing reasonably identifiable and factuallysupportable cost savings or (b) any additional costs incurred during such Post-Acquisition Period, in eachcase in connection with the combination of the operations of such Acquired Entity or Business orConverted Restricted Subsidiary with the operations of the Borrower and the Restricted Subsidiaries;provided that (i) at the election of the Borrower, such Pro Forma Adjustment shall not be required to bedetermined for any Acquired Entity or Business or Converted Restricted Subsidiary to the extent theaggregate consideration paid in connection with such acquisition was less than $25,000,000, and (ii) solong as such actions are taken during such Post-Acquisition Period or such costs are incurred during suchPost-Acquisition Period, as applicable, for purposes of projecting such pro forma increase or decrease tosuch Acquired EBITDA or such Consolidated EBITDA, as the case may be, it may be assumed that suchcost savings will be realizable during the entirety of such four-quarter period, or such additional costs willbe incurred during the entirety of such four-quarter period; provided, further, that any such pro formaincrease or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, shallbe without duplication for cost savings or additional costs already included in such Acquired EBITDA orsuch Consolidated EBITDA, as the case may be, for such four-quarter period.“Pro Forma Basis,” “Pro Forma Compliance” and “Pro Forma Effect” mean, with respect tocompliance with any test hereunder, that (A) to the extent applicable, the Pro Forma Adjustment shallhave been made and (B) all Specified Transactions and the following transactions in connection therewithshall be deemed to have occurred as of the first day of the applicable period of measurement in such test:(a) income statement items (whether positive or negative) attributable to the property or Person subject tosuch Specified Transaction, (i) in the case of a Disposition of all or substantially all Equity Interests in69

any Subsidiary of the Borrower or any division, product line, or facility used for operations of theBorrower or any of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition orInvestment described in the definition of “Specified Transaction,” shall be included, (b) any retirement ofIndebtedness, and (c) any Indebtedness incurred or assumed by the Borrower or any of the RestrictedSubsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have animplied rate of interest for the applicable period for purposes of this definition determined by utilizing therate which is or would be in effect with respect to such Indebtedness as at the relevant date ofdetermination; provided that (I) without limiting the application of the Pro Forma Adjustment pursuant to(A) above, the foregoing pro forma adjustments may be applied to any such test solely to the extent thatsuch adjustments are consistent with the definition of Consolidated EBITDA and give effect to events(including operating expense reductions) that are (as determined by the Borrower in good faith) (i) (x)directly attributable to such transaction, (y) expected to have a continuing impact on the Borrower and theRestricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of ProForma Adjustment; (II) that when calculating the Consolidated First Lien Net Leverage Ratio forpurposes of (i) the definition of “Applicable Rate,” (ii) the Applicable ECF Percentage, (iii) ApplicableAsset Sale Percentage and (iv) determining actual compliance (and not Pro Forma Compliance orcompliance on a Pro Forma Basis) with Section 7.11, the events that occurred subsequent to the end ofthe applicable four-quarter period shall not be given pro forma effect; and (III) in determining Pro FormaCompliance with the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net LeverageRatio, the Consolidated Total Net Leverage Ratio, the Consolidated Interest Coverage Ratio or any otherincurrence test (other than in respect of Section 7.11), in connection with the incurrence (including byassumption or guarantee) of any Indebtedness, the incurrence or repayment of any Indebtedness in respectof the Revolving Credit Facility included in the Consolidated First Lien Net Leverage Ratio, theConsolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, the ConsolidatedInterest Coverage Ratio or such other incurrence test calculation immediately prior to, or simultaneouslywith, the event for which the Pro Forma Compliance determination of such ratio or other test is beingmade, shall be disregarded; provided, further, that with respect to any incurrence of Indebtednesspermitted by the provisions of this Agreement in reliance on the pro forma calculation of theConsolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, theConsolidated Total Net Leverage Ratio, the Consolidated Interest Coverage Ratio or such otherincurrence test calculation, any Indebtedness being incurred (or expected to be incurred) substantiallysimultaneously or contemporaneously with the incurrence of any such Indebtedness in reliance on any“basket” set forth in this Agreement (including the Incremental Base Amount and any “baskets” measuredas a percentage of Total Assets or Consolidated EBITDA) including under the Revolving Credit Facilityshall be disregarded. In the event any fixed “baskets” are intended to be utilized together with anyincurrence-based “baskets” in a single transaction or series of related transactions (including utilization ofthe Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliancewith or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any otherapplicable transaction or action to be incurred under any incurrence-based “baskets” shall first becalculated without giving effect to amounts being utilized pursuant to any fixed “baskets”, but giving fullpro forma effect to all applicable and related transactions (including, subject to the foregoing with respectto fixed “baskets”, any incurrence and repayments of Indebtedness) and all other permitted Pro FormaAdjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facilityimmediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of theportion of such Indebtedness or other applicable transaction or action to be incurred under any fixed“baskets” shall be calculated.“Pro Forma Financial Statements” means a pro forma unaudited combined balance sheet andrelated pro forma unaudited combined statement of operations of the Business (as defined in the PurchaseAgreement) as of and for the twelve-month period ending on the last day of the most recently completedfour-fiscal quarter period covered by the Audited Financial Statements, prepared in good faith after giving70

effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balancesheet) or at the beginning of such period (in the case of such statement of operations).“Pro Rata Share” means, with respect to each Lender, at any time a fraction (expressed as apercentage, carried out to the ninth decimal place), the numerator of which is the amount of theCommitments and, if applicable and without duplication, Term Loans of such Lender under the applicableFacility or Facilities at such time and the denominator of which is the amount of the AggregateCommitments under the applicable Facility or Facilities and, if applicable and without duplication, TermLoans under the applicable Facility or Facilities at such time; provided that, in the case of the RevolvingCredit Facility of any Class, if such Commitments have been terminated, then the Pro Rata Share of eachLender shall be determined based on the Pro Rata Share of such Lender immediately prior to suchtermination and after giving effect to any subsequent assignments made pursuant to the terms hereof.“Projections” has the meaning set forth in Section 6.01(c).“Public Lender” has the meaning set forth in Section 6.02.“Purchase Agreement” has the meaning set forth in the Preliminary Statements to thisAgreement.“QFC Credit Support” has the meaning set forth in Section 10.25.“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor that, atthe time the relevant Guaranty (or grant of the relevant security interest, as applicable) becomes or wouldbecome effective with respect to such Swap Obligation, has total assets exceeding $10,000,000 orotherwise constitutes an “eligible contract participant” under the Commodity Exchange Act and whichmay cause another person to qualify as an “eligible contract participant” with respect to such SwapObligation at such time by entering into an agreement pursuant to the Commodity Exchange Act.“Qualified Equity Interests” means any Equity Interests that are not Disqualified EquityInterests.“Qualified IPO” means any transaction or series of transactions that results in any commonequity interests of Holdings or any direct or indirect parent of Holdings (the “IPO Entity”) being publiclytraded on any United States national securities exchange or over the counter market, or any analogousexchange or market in Canada, the United Kingdom or any country of the European Union. For theavoidance of doubt, the occurrence of the Closing (as defined in the Business Combination Agreement)constituted a Qualified IPO.“Qualified Proceeds” means the fair market value of assets that are used or useful in, or EquityInterests of any Person engaged in, a Similar Business.“Qualified Securitization Facility” means any Securitization Facility (a) constituting asecuritization financing facility that meets the following conditions: (i) the board of directors ormanagement of the Borrower shall have determined in good faith that such Securitization Facility is in theaggregate economically fair and reasonable to the Borrower, and (ii) all sales and/or contributions ofSecuritization Assets and related assets to the applicable Securitization Subsidiary are made at fair marketvalue (as determined in good faith by the Borrower) or (b) constituting a receivables or payablesfinancing or factoring facility. 71

“Qualifying Lender” has the meaning set forth in Section 2.05(a)(v)(D)(3).“Rating Agencies” means ▇▇▇▇▇’▇ and S&P.“Real Property” means, collectively, all right, title and interest (including any leasehold, mineralor other estate) in and to any and all parcels of or interests in real property owned or leased by anyPerson, whether by lease, license or other means, together with, in each case, all easements, hereditamentsand appurtenances relating thereto, all improvements and appurtenant fixtures and equipment thereon, allgeneral intangibles and contract rights and other property and rights incidental to the ownership, lease oroperation thereof.“Refinanced Debt” has the meaning set forth in the definition of “Credit Agreement RefinancingIndebtedness”.“Refinancing Amendment” means an amendment to this Agreement executed by each of (a) theBorrower, (b) the Administrative Agent, (c) each Additional Refinancing Lender and (d) each Lender thatagrees to provide any portion of Refinancing Term Loans, Other Revolving Credit Commitments or OtherRevolving Credit Loans incurred pursuant thereto, in accordance with Section 2.15.“Refinancing Series” means all Refinancing Term Loans, Refinancing Term Commitments,Other Revolving Credit Commitments or Other Revolving Credit Loans that are established pursuant tothe same Refinancing Amendment (or any subsequent Refinancing Amendment to the extent suchRefinancing Amendment expressly provides that the Refinancing Term Loans, Refinancing TermCommitments, Other Revolving Credit Commitments or Other Revolving Credit Loans provided fortherein are intended to be a part of any previously established Refinancing Series) and that provide for thesame Effective Yield and, in the case of Refinancing Term Loans or Refinancing Term Commitments,amortization schedule.“Refinancing Term Commitments” means one or more Classes of Term Commitmentshereunder that are established to fund Refinancing Term Loans of the applicable Refinancing Serieshereunder pursuant to a Refinancing Amendment.“Refinancing Term Loans” means one or more Classes of Term Loans hereunder that resultfrom a Refinancing Amendment.“Register” has the meaning set forth in Section 10.07(d).“Registered Equivalent Notes” means, with respect to any notes originally issued in an offeringpursuant to Rule 144A under the Securities Act or other private placement transaction under theSecurities 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.“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging,injecting, escaping, leaching, dumping, disposing or migrating into or through the Environment.“Replacement Event” has the meaning set forth in the definition of “Term SOFR.”“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or theregulations issued thereunder with respect to a Pension Plan, other than events for which the thirty (30)day notice period has been waived. 72

“Repricing Transaction” means the prepayment, refinancing, substitution or replacement of ▇▇▇▇▇ a portion of the Seventh Incremental Term Loans incurred on the Amendment No. 11 Effective Datewith the incurrence by the Borrower or any Restricted Subsidiary of any syndicated term loan financinghaving an All-In Yield that is less than the All-In Yield (as determined by the Administrative Agent onthe same basis) of such Seventh Incremental Term Loans so repaid, refinanced, substituted or replaced,including without limitation, as may be effected through any amendment, amendment or restatement orother modifications to this Agreement relating to the interest rate for, or weighted average yield of, suchSeventh Incremental Term Loans or the incurrence of any Incremental Term Loans or Refinancing TermLoans, in each case the primary purpose of which was to reduce such All-In Yield and other than inconnection with a Change of Control, Qualified IPO or Transformative Acquisition.“Request for Credit Extension” means (a) with respect to a Borrowing, continuation orconversion of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to anL/C Credit Extension, a Letter of Credit Issuance Request, and (c) with respect to a Swing Line Loan, aSwing Line Loan Notice.“Required Class Lenders” means, with respect to any Class on any date of determination,Lenders having more than 50% of the sum of (i) the outstanding Loans under such Class and (ii) theaggregate unused Commitments under such Facility; provided that the unused Commitments of, and theportion of the outstanding Loans under such Class held or deemed held by, any Defaulting Lender shallbe excluded for purposes of making a determination of the Required Class Lenders; provided, further,that, to the same extent set forth in Section 10.07(n) with respect to determination of Required Lenders,the Loans of any Affiliated Lender shall in each case be excluded for purposes of making a determinationof Required Class Lenders.“Required Facility Lenders” means, as of any date of determination, with respect to anyFacility, Lenders having more than 50% of the sum of (a) the Total Outstandings under such Facility(with the aggregate amount of each Lender’s risk participation and funded participation in L/CObligations and Swing Line Loans, as applicable, under such Facility being deemed “held” by suchLender for purposes of this definition) and (b) the aggregate unused Commitments under such Facility;provided that the unused Commitments of, and the portion of the Total Outstandings under such Facilityheld or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determinationof the Required Facility Lenders; provided, further, that, to the same extent set forth in Section 10.07(n)with respect to determination of Required Lenders, the Loans of any Affiliated Lender shall in each casebe excluded for purposes of making a determination of Required Facility Lenders.“Required Lenders” means, as of any date of determination, Lenders having more than 50% ofthe sum of the (a) Total Outstandings (with the aggregate amount of each Lender’s risk participation andfunded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender forpurposes of this definition), (b) aggregate unused Term Commitments and (c) aggregate unusedCommitments in respect of Revolving Credit Loans; provided that the unused Term Commitment andunused Commitments in respect of Revolving Credit Loans of, and the portion of the Total Outstandingsheld or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determinationof Required Lenders; provided, further, that, to the same extent set forth in Section 10.07(n) with respectto determination of Required Lenders, the Loans of any Affiliated Lender shall in each case be excludedfor purposes of making a determination of Required Lenders.“Required Regulatory Approvals” means receipt by (a) ▇▇▇▇▇▇ Financial Services, LLC(“HFS”) of (x) written approval from FINRA pursuant to NASD Rule 1017 and (y) the approval of a newdistribution agreement and shareholder servicing agreement between HFS and ▇▇▇▇▇▇ Series Trust (the“RIC”) by the board of trustees of the RIC, including a majority of the trustees who are not “interested73

persons” (as defined in the Investment Company Act of 1940, as amended) and (b) AFA of the consent ofeach of its advisory clients to the “assignment” of their advisory contract with AFA.“Required Revolving Credit Lenders” means, as of any date of determination, RevolvingCredit Lenders having more than 50% of the sum of the (a) Outstanding Amount of all Revolving CreditLoans, Swing Line Loans and all L/C Obligations (with the aggregate amount of each Lender’s riskparticipation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” bysuch Lender for purposes of this definition) and (b) aggregate unused Commitments in respect ofRevolving Credit Loans; provided that such unused Commitment of, and the portion of the OutstandingAmount of all Revolving Credit Loans, Swing Line Loans and all L/C Obligations held or deemed heldby, any Defaulting Lender shall be excluded for purposes of making a determination of RequiredRevolving Credit Lenders.“Rescindable Amount” has the meaning set forth in Section 2.12(c)(i).“Resolution Authority” means an EEA Resolution Authority or, with respect to any UKFinancial Institution, a UK Resolution Authority.“Responsible Officer” means the chief executive officer, president, vice president, chieffinancial officer, chief legal officer, treasurer or assistant treasurer or other similar officer of a Loan Partyand, as to any document delivered on the Closing Date, any secretary or assistant secretary of such LoanParty and, solely for purposes of notices given pursuant to Article II, any officer or employee of theapplicable Loan Party whose signature is included on an incumbency certificate or similar certificatereasonably satisfactory to the Administrative Agent. Any document delivered hereunder that is signed bya Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by allnecessary corporate, limited liability company, partnership and/or other action on the part of such LoanParty and such Responsible Officer shall be conclusively presumed to have acted on behalf of such LoanParty. “Restricted Payment” means any dividend or other distribution (whether in cash, securities orother property) with respect to any Equity Interests of the Borrower or any Restricted Subsidiary, or anypayment (whether in cash, securities or other property), including any sinking fund or similar deposit, onaccount of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination ofany such Equity Interest, or on account of any return of capital to the Borrower’s or a RestrictedSubsidiary’s stockholders, partners or members (or the equivalent Persons thereof).“Restricted Subsidiary” means any Subsidiary of the Borrower other than an UnrestrictedSubsidiary.“Retained Percentage” means, with respect to any Excess Cash Flow Period, (a) 100% minus(b) the Applicable ECF Percentage with respect to such Excess Cash Flow Period.“Revaluation Date” means (a) with respect to any Loan denominated in an Approved Currency,each of the following: (i) each date of a Borrowing of such Loan, (ii) each date of a continuation of suchLoan pursuant to the terms of this Agreement, (iii) the last day of each fiscal quarter of the Borrower and(iv) in the case of a Revolving Credit Loan, the date of any voluntary reduction of a Commitment inrespect thereof pursuant to Section 2.06(a); (b) with respect to any Letter of Credit denominated in anApproved Currency, each of the following: (i) each date of issuance of such Letter of Credit, (ii) eachdate of any amendment of such Letter of Credit that would have the effect of increasing the face amountthereof and (iii) the last day of each fiscal quarter; (c) such additional dates as the Administrative Agentor the respective L/C Issuer shall determine, or the Required Revolving Credit Lenders shall require, at74

any time when (i) an Event of Default has occurred and is continuing or (ii) to the extent that, and for solong as, the aggregate Revolving Credit Exposure of all Revolving Credit Lenders (for such purpose,using the Dollar Equivalent in effect for the most recent Revaluation Date) exceeds 90% of the aggregateprincipal amount of the Commitments in respect of Revolving Credit Loans; and (d) the last day of eachfiscal quarter.“Revolver Extension Request” has the meaning set forth in Section 2.16(b).“Revolver Extension Series” has the meaning set forth in Section 2.16(b).“Revolving Commitment Increase” has the meaning set forth in Section 2.14(a).“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving CreditLoans of the same Type, in the same Approved Currency, and, in the case of Term SOFR Loans, havingthe same Interest Period made by each of the Revolving Credit Lenders under this Agreement.“Revolving Credit Commitments” means the Non-Extended Revolving Credit Commitmentsand the Extended2025 Incremental Revolving Credit Commitments.“Revolving Credit Exposure” means, as to each Revolving Credit Lender, the sum of theamount of the outstanding Principal Amount of such Revolving Credit Lender’s Revolving Credit Loansand its Pro Rata Share or other applicable share provided for under this Agreement of the amount of theL/C Obligations and the Swing Line Obligations at such time.“Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving CreditCommitments at such time.“Revolving Credit Lender” means, at any time, any Lender that has a Commitment in respect ofRevolving Credit Loans at such time, including a Revolving Credit Commitment, Incremental RevolvingCredit Commitment, Extending Revolving Credit Commitment of a given Extension Series and OtherRevolving Credit Commitment of a given Refinancing Series, or, if such Commitments have terminated,Revolving Credit Exposure, including the Non-Extended Revolving Credit Lenders and theExtended2025 Incremental Revolving Credit Lenders.“Revolving Credit Loans” means any2025 Incremental Revolving Credit Loan made pursuant to Section 2.01(b)Loans, Incremental Revolving Credit Loans, Other Revolving Credit Loans or ExtendingRevolving Credit Loans, as the context may require, including the Non-Extended Revolving Credit Loansand the Extended Revolving Credit Loans.“Revolving Credit Note” means a promissory note of the Borrower payable to any RevolvingCredit Lender or its registered assigns, in substantially the form of Exhibit D-2 hereto, evidencing theaggregate Indebtedness of the Borrower to such Revolving Credit Lender resulting from the RevolvingCredit Loans made by such Revolving Credit Lender to the Borrower.“S&P” means S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC,and any successor thereto.“Same Day Funds” means immediately available funds.75

“Sanction(s)” means any international economic sanction administered or enforced by the UnitedStates government (including without limitation, OFAC), the United Nations Security Council, theEuropean Union or His Majesty’s Treasury.“SEC” means the Securities and Exchange Commission, or any Governmental Authoritysucceeding to any of its principal functions.“Second Incremental Commitment” means, for any Term Lender, the commitment amount setforth opposite such Term Lender’s name in Schedule 1.01(A) under the caption “Second IncrementalCommitment” (as amended pursuant to the terms of Amendment No. 2). The aggregate amount of theTerm Lenders’ First Incremental Commitments on the Amendment No. 2 Effective Date (immediatelyprior to the incurrence of the Second Incremental Term Loans on such date) is $105,000,000.“Second Incremental Term Lenders” means each Lender with a Second IncrementalCommitment or an outstanding Second Incremental Term Loan, including each Person identified on theCommitment Schedule under the caption “Second Incremental Commitment”.“Second Incremental Term Loans” has the meaning set forth in Section 2.01(d).“Secured Hedge Agreement” means any Swap Contract that is entered into by and between theBorrower or any Restricted Subsidiary and any Approved Counterparty and designated in writing by theBorrower to the Administrative Agent as a “Secured Hedge Agreement” under this Agreement (whichnotice may designate all Swap Contracts under a specified Master Agreement as Secured HedgeAgreements).“Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, theLenders, the L/C Issuers, the Swing Line Lender, any Approved Counterparty party to a Secured HedgeAgreement or Treasury Services Agreement, the Supplemental Agents and each co-agent or sub-agentappointed by the Administrative Agent or Collateral Agent from time to time pursuant to Section 9.02.“Securities Act” means the Securities Act of 1933, as amended.“Securitization Assets” means the accounts receivable, royalty or other revenue streams andother rights to payment and any other assets subject to a Qualified Securitization Facility and the proceedsthereof. “Securitization Facility” means any of one or more receivables, factoring or securitizationfinancing facilities as amended, supplemented, modified, extended, renewed, restated or refunded fromtime to time, the obligations of which are non-recourse (except for customary representations, warranties,covenants and indemnities made in connection with such facilities) to the Borrower or any of itsRestricted Subsidiaries (other than a Securitization Subsidiary) pursuant to which the Borrower or any ofits Restricted Subsidiaries sells or grants a security interest in its accounts receivable, payables orSecuritization Assets or assets related thereto to either (a) a Person that is not a Restricted Subsidiary or(b) a Securitization Subsidiary that in turn sells its accounts receivable, payable or Securitization Assetsor assets related thereto to a Person that is not a Restricted Subsidiary.“Securitization Fees” means distributions or payments made directly or by means of discountswith respect to any participation interest issued or sold in connection with, and other fees paid to a Personthat is not a Securitization Subsidiary in connection with, any Qualified Securitization Facility.76

“Securitization Subsidiary” means any Subsidiary formed for the purpose of, and that solelyengages only in one or more Qualified Securitization Facilities and other activities reasonably relatedthereto. “Security Agreement” means the Security Agreement substantially in the form of Exhibit G,dated as of the Closing Date, among Holdings, the Borrower, certain Subsidiaries of the Borrower and theCollateral Agent.“Security Agreement Supplement” has the meaning set forth in the Security Agreement.“Senior Notes” means $500,000,000 in aggregate principal amount of the Borrower’s 6.75%senior unsecured notes due 2025 issued pursuant to the Senior Notes Indenture on the Closing Date.“Senior Notes Documents” means the Senior Notes Indenture and the other transactiondocuments referred to therein (including the related guarantee, the notes and the notes purchaseagreement).“Senior Notes Indenture” means the indenture among the Borrower, as issuer, the guarantorslisted therein and the trustee referred to therein pursuant to which the Senior Notes are issued, as suchindenture may be amended or supplemented from time to time.“Seventh Incremental Term Lenders” means each Term Lender with an Additional SeventhIncremental Commitment or an outstanding Seventh Incremental Term Loan, including each Personidentified in Schedule 1.01(A) under the caption “Additional Seventh Incremental Term Commitment”(as amended pursuant to the terms of Amendment No. 11).“Seventh Incremental Term Loans” has the meaning set forth in Section 2.01(l).“Similar Business” means (1) any business conducted or proposed to be conducted by theBorrower or any of its Restricted Subsidiaries on the Closing Date, and any reasonable extension thereof,or (2) any business or other activities that are reasonably similar, ancillary, incidental, complementary orrelated to, or a reasonable extension, development or expansion of, the businesses in which the Borrowerand its Restricted Subsidiaries are engaged or propose to be engaged on the Closing Date.“Sixth Incremental Term Lender Consent” has the meaning specified in Amendment No. 11.“Sixth Incremental Term Lenders” means each Term Lender with an Additional SixthIncremental Commitment or an outstanding Sixth Incremental Term Loan, including each Personidentified in Schedule 1.01(A) under the caption “Additional Sixth Incremental Term Commitment” (asamended pursuant to the terms of Amendment No. 10).“Sixth Incremental Term Loans” has the meaning set forth in Section 2.01(k).“SOFR” with respect to any day means the secured overnight financing rate published for ▇▇▇▇▇▇▇ by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successoradministrator), on the Federal Reserve Bank of New York’s Website.“SOFR Determination Date” has the meaning set forth in the definition of “Daily SimpleSOFR.” 77

“SOFR Rate Day” has the meaning set forth in the definition of “Daily Simple SOFR.”“Sold Entity or Business” has the meaning set forth in the definition of the term “ConsolidatedEBITDA.”“Solicited Discount Proration” has the meaning set forth in Section 2.05(a)(v)(D)(3).“Solicited Discounted Prepayment Amount” has the meaning set forth in Section2.05(a)(v)(D)(1).“Solicited Discounted Prepayment Notice” means a written notice of the Borrower of SolicitedDiscounted Prepayment Offers made pursuant to Section 2.05(a)(v)(D)(1) substantially in the form ofExhibit L-6.“Solicited Discounted Prepayment Offer” means the irrevocable written offer by each Lender,substantially in the form of Exhibit L-7, submitted following the Administrative Agent’s receipt of aSolicited Discounted Prepayment Notice.“Solicited Discounted Prepayment Response Date” has the meaning set forth in Section2.05(a)(v)(D)(1).“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that onsuch date (a) the fair value of the assets of such Person and its Subsidiaries, on a consolidated basis,exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise, (b) thepresent fair saleable value of the property of such Person and its Subsidiaries, on a consolidated basis, isgreater than the amount that will be required to pay the probable liability, on a consolidated basis, of theirdebts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilitiesbecome absolute and matured, (c) such Person and its Subsidiaries, on a consolidated basis, are able topay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absoluteand matured and (d) such Person and its Subsidiaries, on a consolidated basis, are not engaged in, and arenot about to engage in, business for which they have unreasonably small capital. The amount of anycontingent liability at any time shall be computed as the amount that would reasonably be expected tobecome an actual and matured liability.“SPC” has the meaning set forth in Section 10.07(i).“Specified Debt” has the meaning set forth in the definition of “Permitted Earlier MaturityIndebtedness Exception.”“Specified Discount” has the meaning set forth in Section 2.05(a)(v)(B)(1).“Specified Discount Prepayment Amount” has the meaning set forth in Section 2.05(a)(v)(B).“Specified Discount Prepayment Notice” means a written notice of the Borrower of a BorrowerOffer of Specified Discount Prepayment made pursuant to Section 2.05(a)(v)(B) substantially in the formof Exhibit L-8.“Specified Discount Prepayment Response” means the irrevocable written response by eachLender, substantially in the form of Exhibit L-9, to a Specified Discount Prepayment Notice.78

“Specified Discount Prepayment Response Date” has the meaning set forth in Section2.05(a)(v)(B).“Specified Discount Proration” has the meaning set forth in Section 2.05(a)(v)(B)(2).“Specified Equity Contribution” means any cash contribution to the common equity ofHoldings and/or any purchase or investment in an Equity Interests of Holdings other than DisqualifiedEquity Interests.“Specified Guarantor” means any Guarantor that is not an “eligible contract participant” underthe Commodity Exchange Act (determined prior to giving effect to Section 11.12).“Specified Purchase Agreement Representations” means the representations and warrantiesmade by the Seller or the Company in the Purchase Agreement as are material to the interests of theLenders, but only to the extent that the Borrower (or the Borrower’s Affiliates) has the right (taking intoaccount any applicable cure provisions) to terminate the Borrower’s (or such Affiliates’) obligationsunder the Purchase Agreement, or to decline to consummate the Acquisition (in each case, in accordancewith the terms thereof), as a result of a breach of such representations and warranties.“Specified Representations” means those representations and warranties made by the Borrowerand the Guarantors in Sections 5.01(a) (in respect of the Borrower and the Guarantors only), 5.01(b)(ii), 5.02(a), 5.02(b)(i), 5.04, 5.12, 5.16, 5.18(a)(ii), 5.18(c) and 5.19(a).“Specified Transaction” means any Investment, Disposition, incurrence or repayment ofIndebtedness, Restricted Payment, Subsidiary designation, Incremental Term Loan or RevolvingCommitment Increase in respect of which the terms of this Agreement require any test to be calculated ona “Pro Forma Basis” or after giving “Pro Forma Effect”; provided that a Revolving CommitmentIncrease, for purposes of this “Specified Transaction” definition, shall be deemed to be fully drawn.“Sponsor” means collectively, Blackstone Capital Partners VII L.P. and/or any of its Affiliatesand funds or partnerships managed or advised by them or their respective Affiliates.“Spot Rate” means, for any currency, the rate determined by the Administrative Agent for thepurchase of such currency with another currency as published on the applicable Bloomberg screen page ator about 11:00 a.m. (London time) on the date two Business Days prior to the date as of which the foreignexchange computation is made. In the event that such rate does not appear on the applicable Bloombergscreen page, the “Spot Rate” with respect to the purchase of such currency with another currency shall bedetermined by reference to such other publicly available service for displaying exchange rates as may beagreed upon by the Administrative Agent and the Borrower, or, in the absence of such agreement, such“Spot Rate” shall instead be the rate determined by the Administrative Agent to be the rate quoted by theAdministrative Agent as the spot rate for the purchase by the Administrative Agent of such currency withanother currency through its principal foreign exchange trading office in respect of such currency atapproximately 11:00 a.m. (local time) on the date two Business Days prior to the date as of which theforeign exchange computation is made.“Sterling” and “£” mean freely transferable lawful money of the United Kingdom (expressed inpounds sterling).“Submitted Amount” has the meaning set forth in Section 2.05(a)(v)(C)(1).79

“Submitted Discount” has the meaning set forth in Section 2.05(a)(v)(C)(1).“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liabilitycompany or other business entity of which (i) a majority of the shares of securities or other interestshaving ordinary voting power for the election of directors or other governing body (other than securitiesor interests having such power only by reason of the happening of a contingency) are at the timebeneficially owned, (ii) more than half of the issued share capital is at the time beneficially owned or (iii)the management of which is otherwise controlled, directly or indirectly, through one or moreintermediaries, or both, by such Person. Unless otherwise specified, all references herein to a“Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower. For theavoidance of doubt, any entity that is owned at a 50.0% or less level (as described above) shall not be a“Subsidiary” for any purpose under this Agreement, regardless of whether such entity is consolidated onHoldings’, the Borrower’s or any Restricted Subsidiary’s financial statements.“Subsidiary Guarantor” means, collectively, the Subsidiaries of the Borrower that areGuarantors.“Successor Alternative Benchmark Rate” has the meaning set forth in the definition of “TermSOFR.”“Successor Company” has the meaning set forth in Section 7.04(d).“Supplemental Agent” has the meaning set forth in Section 9.14(a) and “Supplemental Agents”shall have the corresponding meaning.“Supported QFC” has the meaning set forth in Section 10.25.“Swap” means, any agreement, contract, or transaction that constitutes a “swap” within themeaning of Section 1a(47) of the Commodity Exchange Act.“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivativetransactions, forward rate transactions, commodity swaps, commodity options, forward commoditycontracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options orforward bond or forward bond price or forward bond index transactions, interest rate options, forwardforeign exchange transactions, cap transactions, floor transactions, collar transactions, currency swaptransactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similartransactions or any combination of any of the foregoing (including any options to enter into any of theforegoing), 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 andconditions of, or governed by, any form of master agreement published by the International Swaps andDerivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other masteragreement (any such master agreement, together with any related schedules, a “Master Agreement”),including any such obligations or liabilities under any Master Agreement.“Swap Obligation” means, with respect to any Person, any obligation to pay or perform underany Swap Contract.“Swap Termination Value” means, in respect of any one or more Swap Contracts, after takinginto account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a)for any date on or after the date such Swap Contracts have been closed out and termination value(s)determined in accordance therewith, such termination value(s), and (b) for any date prior to the date80

referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such SwapContracts, as determined based upon one or more mid-market or other readily available quotationsprovided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliateof a Lender).“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.“Swing Line Facility” means the swing line loan facility made available by the Swing LineLenders pursuant to Section 2.04.“Swing Line Lender” means Bank of America, in its capacity as provider of Swing Line Loansor any successor swing line lender hereunder.“Swing Line Loan” has the meaning set forth in Section 2.04(a).“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section2.04(b), which, if in writing, shall be substantially in the form of Exhibit C or such other form asapproved by the Administrative Agent (including any form on an electronic platform or electronictransmission system as shall be approve by the Administrative Agent), appropriately completed andsigned by a Responsible Officer of the Borrower.“Swing Line Note” means a promissory note of the Borrower payable to the Swing Line Lenderor its registered assigns, in substantially the form of Exhibit D-3 hereto, evidencing the aggregateIndebtedness of the Borrower to the Swing Line Lender resulting from the Swing Line Loans.“Swing Line Obligations” means, as at any date of determination, the aggregate principalamount of all Swing Line Loans outstanding.“Swing Line Sublimit” means an amount equal to the lesser of (a) $40,000,000 and (b) theaggregate principal amount of the Revolving Credit Commitments. The Swing Line Sublimit is part of,and not in addition to, the Revolving Credit Commitments.“Tax Group” has the meaning set forth in Section 7.06(i)(iii).“Taxes” has the meaning set forth in Section 3.01(a).“Tempo Holding” has the meaning set forth in Section 7.06(i)(iv).“Tempo Holding LLCA” has the meaning set forth in Section 7.06(i)(iv).“Term B-1 Lender Consent” has the meaning specified in Amendment No. 9.“Term B-1 Lenders” means each Term Lender with an Additional Initial Term B-1Commitment, an Additional Incremental Term B-1 Commitment, a Fourth Incremental Commitment oran outstanding Initial Term B-1 Loan, including each Person identified in Schedule 1.01(A) under thecaptions “Additional Initial Term B-1 Commitments”, “Additional Incremental Term B-1 Commitments”and “Fourth Incremental Term Commitment” (as amended pursuant to the terms of Amendment No. 8).“Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the sameClass and Type and, in the case of Eurocurrency Rate Loans and Term SOFR Loans, having the same81

Interest Period made by each of the Term Lenders pursuant to Section 2.01(a), an IncrementalAmendment, a Refinancing Amendment or an Extension.“Term Commitment” means, as to each Term Lender, its obligation to make a Term Loan to theBorrower hereunder, expressed as an amount representing the maximum principal amount of the TermLoan to be made by such Term Lender under this Agreement, as such commitment may be (a) reducedfrom time to time pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant to (i)assignments by or to such Term Lender pursuant to an Assignment and Assumption, (ii) an IncrementalAmendment, (iii) a Refinancing Amendment or (iv) an Extension.“Term Lender” means, at any time, any Lender that has a Term Commitment or a Term Loan atsuch time.“Term Loan Extension Request” has the meaning set forth in Section 2.16(a).“Term Loan Extension Series” has the meaning set forth in Section 2.16(a).“Term Loan Increase” has the meaning set forth in Section 2.14(a).“Term Loan Standstill Period” has the meaning provided in Section 8.01(b).“Term Loans” means any Initial Term Loan, any First Incremental Term Loan, any SecondIncremental Term Loan, any Non-Extended Term Loan, any Extended Term Loan, any Third IncrementalTerm Loan, any Initial Term B-1 Loan, any Incremental Term B-1 Loan, any Fourth Incremental TermLoan, any Fifth Incremental Term Loan, any Sixth Incremental Term Loan, any Seventh IncrementalTerm Loan or any Incremental Term Loan, Refinancing Term Loan or Extending Term Loan designatedas a “Term Loan,” as the context may require.“Term Note” means a promissory note of the Borrower payable to any Term Lender or itsregistered assigns, in substantially the form of Exhibit D-1 hereto, evidencing the aggregate Indebtednessof the Borrower to such Term Lender resulting from the Term Loans of the applicable Class made bysuch Term Lender.“Term SOFR” means,(a) for any calculation with respect to a Term SOFR Loan, the Term SOFRReference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the“Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Daysprior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator;provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFRDetermination Day the Term SOFR Reference Rate for the applicable tenor has not been published by theTerm SOFR Administrator, then, at the option of the Borrower, (i) Term SOFR will be the Term SOFRReference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S.Government Securities Business Day for which such Term SOFR Reference Rate for such tenor waspublished by the Term SOFR Administrator so long as such first preceding U.S. Government SecuritiesBusiness Day is not more than five (5) U.S. Government Securities Business Days prior to such PeriodicTerm SOFR Determination Day or (ii) Term SOFR shall be deemed to equal Daily Simple SOFR for eachday the applicable Loan remains outstanding, and(b) for any calculation with respect to a Base Rate Loan on any day, the Term SOFRReference Rate for a tenor of one month on the day (such day, the “Base Rate Term SOFR82

Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, assuch rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (NewYork City time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate forthe applicable tenor has not been published by the Term SOFR Administrator, then Term SOFR will bethe Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the firstpreceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for suchtenor was published by the Term SOFR Administrator so long as such first preceding U.S. GovernmentSecurities Business Day is not more than five (5) U.S. Government Securities Business Days prior to suchBase Rate Term SOFR Determination Day;provided that, if (i) the Borrower and the Administrative Agent reasonably determine in good faith that aninterest rate is not ascertainable pursuant to the foregoing provisions of this definition and the inability toascertain such rate is unlikely to be temporary or (ii) the Applicable Authority has made a publicstatement identifying a specific date after which all tenors of Term SOFR (including any forward-lookingterm rate thereof) shall or will no longer be representative or made available, or used for determining theinterest rate of loans denominated in Dollars, or shall or will otherwise cease, provided that, in each case,at the time of such statement, there is no successor administrator that is reasonably satisfactory to theAdministrative Agent that will continue to provide such representative tenor(s) of Term SOFR (any sucheven or circumstance in the foregoing clauses (i) and (ii) of this proviso, a “Replacement Event”), “TermSOFR” shall be an alternate rate of interest established by the Administrative Agent and the Borrower thatis generally accepted as one of the then prevailing market conventions for determining a rate of interestfor similar syndicated loans in the United States at such time, which shall include (A) the spread ormethod for determining a spread or other adjustment or modification that is generally accepted as the thenprevailing market convention for determining such spread, method, adjustment or modification and (B)other adjustments to such alternate rate and this Agreement (x) to not increase or decrease pricing ineffect at the time of selection of such alternate rate (but for the avoidance of doubt which would notreduce the Applicable Rate) and (y) other changes necessary to reflect the available interest periods forsuch alternate rate for similar syndicated leveraged loans of this type in the United States at such time(any such rate, the “Successor Alternative Benchmark Rate”). The Administrative Agent and theBorrower shall enter into an amendment to this Agreement to reflect such alternate rate of interest andsuch other related changes to this Agreement as may be applicable and, notwithstanding anything to thecontrary in Section 10.01, such amendment shall become effective without any further action or consentof any other party to this Agreement; provided, further, that if a Successor Alternative Benchmark Ratehas not been established pursuant to the immediately preceding proviso after the Borrower and theAdministrative Agent have reached such a determination, the Borrower and the Required Facility Lenderswith respect to any Facility may select a different alternate rate as long as it is reasonably practicable forthe Administrative Agent to administer such different rate and, upon not less than 15 Business Days’ priorwritten notice to the Administrative Agent, the Required Facility Lenders with respect to such Facilityand the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of interestand such other related changes to this Agreement as may be applicable and, notwithstanding anything tothe contrary in Section 10.01, such amendment shall become effective without any further action orconsent of any other party to this Agreement. Notwithstanding the foregoing, if Term SOFR as sodetermined would be less than the Applicable Term SOFR Floor with respect to any Facility, such rateshall be deemed to be the Applicable Term SOFR Floor with respect to such Facility for purposes of thisAgreement. For the avoidance of doubt, if a Replacement Event occurs, the Applicable Rate for any Loanshall be determined in accordance with the proviso to clause (a) or (b) of this definition, as applicable,until the date a Successor Alternative Benchmark Rate or other alternate term rate determined pursuant tothe proviso above has been established in accordance with the requirements of this definition.83

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA)(or a successor administrator of the Term SOFR Reference Rate as mutually agreed by the AdministrativeAgent and the Borrower). “Term SOFR Loan” means any Loan (or any one or more portions thereof) that bears interestbased on Term SOFR.“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.“Term SOFR Revolving Loan” means a Revolving Credit Loan bearing interest at a rate basedon Term SOFR. Term SOFR Revolving Loans may be denominated in Dollars.“Test Period” means, for any date of determination under this Agreement, the latest fourconsecutive fiscal quarters of the Borrower for which financial statements have been delivered to theAdministrative Agent on or prior to the Closing Date and/or for which financial statements are required tobe delivered pursuant to Section 6.01, as applicable.“Third Incremental Commitment” means, for any Term Lender, the commitment amount setforth opposite such Term Lender’s name in Schedule 1.01(A) under the caption “Third Incremental TermCommitment” (as amended pursuant to the terms of Amendment No. 6). The aggregate amount of theTerm Lenders’ Third Incremental Commitments on the Amendment No. 6 Effective Date (immediatelyprior to the incurrence of the Third Incremental Term Loans on such date) is $525,000,000.“Third Incremental Term Lender Consent” has the meaning specified in Amendment No. 7.“Third Incremental Term Lenders” means each Term Lender with a Third IncrementalCommitment or an outstanding Third Incremental Term Loan, including each Person identified inSchedule 1.01(A) under the caption “Third Incremental Term Commitment” (as amended pursuant to theterms of Amendment No. 6).“Third Incremental Term Loans” has the meaning set forth in Section 2.01(f).“Threshold Amount” means $100,000,000.“Total Assets” means the total assets of the Borrower and the Restricted Subsidiaries on aconsolidated basis in accordance with GAAP, as shown on the most recent balance sheet of the Borrowerdelivered pursuant to Sections 6.01(a) or (b) or, for the period prior to the time any such statements are sodelivered pursuant to Section 6.01(a) or (b), the Pro Forma Financial Statements.“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/CObligations.“Transaction Expenses” means any fees or expenses incurred or paid by the Investors, Holdings,the Borrower or any of its (or their) Subsidiaries in connection with the Transactions (including expensesin connection with hedging transactions related to the Facilities, any OID or upfront fees, payments toofficers, employees and directors as change of control payments, severance payments, special or retentionbonuses and charges for repurchase or rollover of, or modifications to, stock options), this Agreement andthe other Loan Documents and the transactions contemplated hereby and thereby.“Transactions” means, collectively, (a) the Acquisition, (b) the funding of the Initial Term Loansand any Initial Revolving Borrowing on the Closing Date and the execution and delivery of the Loan84

Documents entered into on the Closing Date, (c) the issuance of the Senior Notes, (d) the making of theEquity Investment, (e) the payment of Transaction Expenses and (f) the consummation of any othertransaction in connection with the foregoing.“Transformative Acquisition” means any acquisition or Investment by the Borrower or anyRestricted Subsidiary that either (a) is not permitted by the terms of this Agreement immediately prior tothe consummation of such acquisition or Investment or (b) if permitted by the terms of this Agreementimmediately prior to the consummation of such acquisition or Investment, would not provide theBorrower and its Restricted Subsidiaries with adequate flexibility under this Agreement for thecontinuation and/or expansion of their combined operations following such consummation, as determinedby the Borrower acting in good faith.“Treasury Services Agreement” means any agreement between the Borrower or any RestrictedSubsidiary and any Approved Counterparty relating to treasury, depository, credit card, debit card, storedvalue cards, purchasing or procurement cards and cash management services or automated clearinghousetransfer of funds or any similar services.“Type” means, with respect to a Loan, its character as a Base Rate Loan, a Eurocurrency RateLoan or a Term SOFR Loan.“UCC Filing Collateral” means any Collateral, including Collateral constituting investmentproperty, for which a security interest can be perfected by filing a UCC-1 financing statement.“UK Financial Institution” means any BRRD Undertaking (as such term is defined under ▇▇▇▇▇▇ Rulebook (as amended form time to time) promulgated by the United Kingdom PrudentialRegulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from timeto time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain creditinstitutions and investment firms, and certain affiliates of such credit institutions or investment firms.“UK Resolution Authority” means the Bank of England or any other public administrativeauthority having responsibility for the resolution of any UK Financial Institution.“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as the same mayfrom time to time be in effect in the State of New York or the Uniform Commercial Code (or similar codeor statute) of another jurisdiction, to the extent it may be required to apply to any item or items ofCollateral.“United States” and “U.S.” mean the United States of America.“Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(i).“Unrestricted Subsidiary” means (i) as of the Closing Date, each Subsidiary of the Borrowerlisted on Schedule 1.01C, (ii) any Subsidiary of the Borrower designated by the Borrower as anUnrestricted Subsidiary pursuant to Section 6.14 subsequent to the Closing Date and (iii) any Subsidiaryof an Unrestricted Subsidiary.“USA PATRIOT Act” means the Uniting and Strengthening America by Providing AppropriateTools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 10756, as amended ormodified from time to time. 85

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) aSunday or (c) a day on which the Securities Industry and Financial Markets Association recommends thatthe fixed income departments of its members be closed for the entire day for purposes of trading in UnitedStates government securities.“U.S. Special Resolution Regimes” has the meaning set forth in Section 10.25.“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, thenumber of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amountof each then remaining installment, sinking fund, serial maturity or other required payments of principal,including payment at final maturity, in respect thereof, by (b) the number of years (calculated to thenearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the thenoutstanding principal amount of such Indebtedness; provided that, for purposes of determining theWeighted Average Life to Maturity of any Indebtedness that is being extended, replaced, refunded,refinanced, renewed or defeased, the effect of any amortization or prepayment prior to the date of theapplicable extension, replacement, refunding, refinancing, renewal or defeasance shall be disregarded.“wholly owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person allof the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) sharesissued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or byone or more wholly owned Subsidiaries of such Person.“Write-Down and Conversion Powers” means, (a) with respect to any EEA ResolutionAuthority, the write-down and conversion powers of such EEA Resolution Authority from time to timeunder the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversionpowers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom,any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modifyor change the form of a liability of any UK Financial Institution or any contract or instrument underwhich that liability arises, to convert all or part of that liability into shares, securities or obligations of thatperson or any other person, to provide that any such contract or instrument is to have effect as if a righthad been exercised under it or to suspend any obligation in respect of that liability or any of the powersunder that Bail-In Legislation that are related to or ancillary to any of those powers.“Yield Differential” has the meaning set forth in Section 2.14(e)(iii).Section 1.02. Other Interpretive Provisions. With reference to this Agreement and each otherLoan Document, unless otherwise specified herein or in such other Loan Document:(a) The meanings of defined terms are equally applicable to the singular and plural forms ofthe defined terms.(b) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar importwhen used in any Loan Document shall refer to such Loan Document as a whole and not to any particularprovision thereof.(c) Article, Section, Exhibit and Schedule references are to the Loan Document in whichsuch reference appears.(d) The term “including” is by way of example and not limitation.86

(e) The term “documents” includes any and all instruments, documents, agreements,certificates, notices, reports, financial statements and other writings, however evidenced, whether inphysical or electronic form.(f) In the computation of periods of time from a specified date to a later specified date, theword “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; andthe word “through” means “to and including.”(g) Section headings herein and in the other Loan Documents are included for convenienceof reference only and shall not affect the interpretation of this Agreement or any other Loan Document.(h) In connection with any action being taken in connection with a Limited ConditionAcquisition, for purposes of:(x) determining compliance with any provision of this Agreement which requires thecalculation of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured NetLeverage Ratio, the Consolidated Total Net Leverage Ratio or the Consolidated Interest CoverageRatio; or(y) testing availability under baskets set forth in this Agreement (including basketsmeasured as a percentage of Total Assets or Consolidated EBITDA, if any)in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connectionwith any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether anysuch action is permitted hereunder shall be deemed to be either (a) the date the definitive agreements forsuch Limited Condition Acquisition are entered into, or (b) solely in connection with an acquisition towhich the United Kingdom City Code on Takeovers and Mergers (the “City Code”) applies, the date onwhich a “Rule 2.7 announcement” of a firm intention to make an offer in respect of such target companymade in compliance with the City Code (the “LCA Test Date”), and if, after giving pro forma effect tothe Limited Condition Acquisition and the other transactions to be entered into in connection therewith(including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at thebeginning of the most recent four consecutive fiscal quarters ending prior to the LCA Test Date for whichconsolidated financial statements of the Borrower are available, the Borrower could have taken suchaction on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shallbe deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCAElection and any of the ratios or baskets for which compliance was determined or tested as of the LCATest Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuationsin Total Assets or Consolidated EBITDA of the Borrower or the Person subject to such LimitedCondition Acquisition, at or prior to the consummation of the relevant transaction or action, such basketsor ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes ofdetermining whether the relevant transaction or action is permitted to be consummated or taken; providedthat if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or basketsmay be utilized. If the Borrower has made an LCA Election for any Limited Condition Acquisition, thenin connection with any subsequent calculation of any ratio or basket availability with respect to theincurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance,lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption,purchase, defeasance or other satisfaction of Indebtedness, or the designation of an UnrestrictedSubsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which suchLimited Condition Acquisition is consummated or the definitive agreement for, or, as applicable the offerin respect of a City Code Offer for, such Limited Condition Acquisition is terminated or expires withoutconsummation of such Limited Condition Acquisition, any such ratio or basket shall be tested by87

calculating the availability under such ratio or basket on a Pro Forma Basis assuming such LimitedCondition Acquisition and other transactions in connection therewith have been consummated (includingany incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided thatConsolidated Interest Expense for purposes of the Consolidated Interest Coverage Ratio will be calculatedusing an assumed interest rate based on the indicative interest margin contained in any financingcommitment documentation with respect to such Indebtedness or, if no such indicative interest marginexists, as reasonably determined by the Borrower in good faith).In connection with any action being taken in connection with a Limited Condition Acquisition,for purposes of determining compliance with any provision of this Agreement which requires that noDefault, Event of Default or specified Event of Default, as applicable, has occurred, is continuing orwould result from any such action, as applicable, such condition shall, at the option of the Borrower, bedeemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable,exists on the date the definitive agreements for such Limited Condition Acquisition are entered into. Forthe avoidance of doubt, if the Borrower has exercised its option under this clause (h), and any Default,Event of Default or specified Event of Default occurs following the date the definitive agreements for theapplicable Limited Condition Acquisition were entered into and prior to the consummation of suchLimited Condition Acquisition, any such Default, Event of Default or specified Event of Default shall bedeemed to not have occurred or be continuing for purposes of determining whether any action being takenin connection with such Limited Condition Acquisition is permitted hereunder.(i) For purposes of determining whether Holdings, the Borrower and its RestrictedSubsidiaries comply with any exception to Article 7 (other than the Financial Covenant) wherecompliance with any such exception is based on a financial ratio or metric being satisfied as of aparticular point in time, it is understood that (a) compliance shall be measured at the time when therelevant event is undertaken, as such financial ratios and metrics are intended to be “incurrence” tests andnot “maintenance” tests and (b) correspondingly, any such ratio and metric shall only prohibit Holdings,the Borrower and its Restricted Subsidiaries from creating, incurring, assuming, suffering to exist ormaking, as the case may be, any new, for example, Liens, Indebtedness or Investments, but shall notresult in any previously permitted, for example, Liens, Indebtedness or Investments ceasing to bepermitted hereunder.Section 1.03. Accounting Terms. (a) All accounting terms not specifically or completelydefined herein shall be construed in conformity with, and all financial data (including financial ratios andother financial calculations) required to be submitted pursuant to this Agreement shall be prepared inconformity with, GAAP, applied in a manner consistent with that used in preparing the Audited FinancialStatements, except as otherwise specifically prescribed herein.(b) Notwithstanding anything to the contrary herein, for purposes of determining compliancewith any test or covenant contained in this Agreement with respect to any period during which anySpecified Transaction occurs, the Consolidated First Lien Net Leverage Ratio, the Consolidated SecuredNet Leverage Ratio, the Consolidated Total Net Leverage Ratio and the Consolidated Interest CoverageRatio shall be calculated with respect to such period and such Specified Transaction on a Pro FormaBasis. Section 1.04. Rounding. Any financial ratios required to be maintained by the Borrowerpursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted underthis Agreement) shall be calculated by dividing the appropriate component by the other component,carrying the result to one place more than the number of places by which such ratio is expressed herein88

and rounding the result up or down to the nearest number (with a rounding up if there is no nearestnumber).Section 1.05. References to Agreements, Laws, Etc. Unless otherwise expressly providedherein, (a) references to Organizational Documents, agreements (including the Loan Documents) andother contractual instruments shall be deemed to include all subsequent amendments, restatements,extensions, supplements and other modifications thereto, but only to the extent that such amendments,restatements, extensions, supplements and other modifications are permitted by the Loan Documents; and(b) references to any Law shall include all statutory and regulatory provisions consolidating, amending,replacing, supplementing or interpreting such Law.Section 1.06. Times of Day. Unless otherwise specified, all references herein to times of dayshall be references to Eastern time (daylight or standard, as applicable).Section 1.07. Timing of Payment or Performance. When the payment of any obligation or theperformance of any covenant, duty or obligation is stated to be due or performance required on a daywhich is not a Business Day, the date of such payment (other than as described in the definition ofInterest Period) or performance shall extend to the immediately succeeding Business Day.Section 1.08. Cumulative Credit Transactions. If more than one action occurs on any givendate the permissibility of the taking of which is determined hereunder by reference to the amount of theCumulative Credit immediately prior to the taking of such action, the permissibility of the taking of eachsuch action shall be determined independently and in no event may any two or more such actions betreated as occurring simultaneously.Section 1.09. Additional Approved Currencies.(a) The Borrower may from time to time request that Eurocurrency Rate Revolving Loans bemade and/or Letters of Credit be issued in a currency other than those specifically listed in the definitionof “Approved Currency”; provided that such requested currency is a lawful currency (other than Dollars)that is readily transferable and readily convertible into Dollars in the London interbank market. Suchrequest shall be subject to the approval of the Administrative Agent and the Revolving Credit Lenders;and, in the case of any such request with respect to the issuance of Letters of Credit, such request shallalso be subject to the approval of the applicable L/C Issuer.(b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m.(New York time), five (5) Business Days prior to the date of the desired Borrowing or issuance of a Letterof Credit (or such other time or date as may be agreed by the Administrative Agent and, in the case of anysuch request pertaining to Letters of Credit, the applicable L/C Issuer, in its or their sole discretion). Inthe case of any such request pertaining to Eurocurrency Rate Revolving Loans, the Administrative Agentshall promptly notify each Revolving Credit Lender thereof; and in the case of any such requestpertaining to Letters of Credit, the Administrative Agent shall also promptly notify the applicable L/CIssuer thereof. Each Revolving Credit Lender and the applicable L/C Issuer (in the case of a requestpertaining to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m. (New Yorktime), two (2) Business Days after receipt of such request whether it consents, in its sole discretion, to themaking of Eurocurrency Rate Revolving Loans or the issuance of Letters of Credit, as the case may be, insuch requested currency.(c) Any failure by a Revolving Credit Lender or an L/C Issuer, as the case may be, torespond to such request within the time period specified in the preceding sentence shall be deemed to be arefusal by such Revolving Credit Lender or L/C Issuer, as the case may be, to permit Eurocurrency Rate89

Revolving Loans to be made or Letters of Credit to be issued in such requested currency. If theAdministrative Agent and all the Revolving Credit Lenders consent to making Eurocurrency RateRevolving Loans in such requested currency, the Administrative Agent shall so notify Borrower and suchcurrency shall thereupon be deemed for all purposes to be an Approved Currency hereunder for purposesof any Borrowing of Eurocurrency Rate Revolving Loans; and if the applicable L/C Issuer also consentsto the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notifythe Borrower and such currency shall thereupon be deemed for all purposes to be an Approved Currencyhereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtainconsent to any request for an additional currency under this Section 1.09, the Administrative Agent shallpromptly so notify the Borrower. ARTICLE 2THE COMMITMENTS AND CREDIT EXTENSIONSSection 2.01. The Loans. (a) The Initial Term Loan Borrowings. Subject to the terms andconditions set forth herein, each Term Lender severally agrees to make to the Borrower on the ClosingDate loans denominated in Dollars in an aggregate principal amount not to exceed the amount of suchTerm Lender’s Term Commitment. Amounts borrowed under this Section 2.01(a) and repaid or prepaidmay not be reborrowed. Initial Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, asfurther provided herein.(b) The Revolving Credit Borrowings. (i) On the Amendment No. 5 Effective Date, inaccordance with, and upon the terms and conditions set forth in, Amendment No. 5, (x) the ExistingRevolving Credit Commitment and any Existing Revolving Credit Loans of each Non-ExtendedRevolving Credit Lender outstanding on such date shall continue hereunder and be reclassified as a Non-Extended Revolving Credit Commitment and Non- Extended Revolving Credit Loans, respectively, onsuch date and (y) the Existing Revolving Credit Commitment and any Existing Revolving Credit Loansof each Extended Revolving Credit Lender outstanding on such date shall continue hereunder and bereclassified as an Extended Revolving Credit Commitment and Extended Revolving Credit Loans,respectively, on such date.(b) (ii) The 2025 Incremental Revolving Credit Borrowings. Subject to the terms andconditions set forth herein (A), each Non-Extended2025 Incremental Revolving Credit Lender severallyagrees to make revolving credit loans denominated in an Approved Currency to the Borrower from itsapplicable Lending Office (each such loan, a “Non-Extended Revolving Credit Loan”) from time totime as elected by the Borrower pursuant to Section 2.02, on any Business Day after the Closing Dateuntil the Maturity Date with respect to such Non-Extended Revolving Credit Lenders’ applicable Non-Extended Revolving Credit Commitment, in an aggregate Principal Amount not to exceed at any timeoutstanding the amount of such ▇▇▇▇▇▇’s Non-Extended Revolving Credit Commitment and (B) eachExtended Revolving Credit Lender severally agrees to make revolving credit loans denominated in anApproved Currency to the Borrower from its applicable Lending Office (each such loan, an“Extended2025 Incremental Revolving Credit Loan”) from time to time as elected by the Borrowerpursuant to Section 2.02, on any Business Day during the period from the ClosingAmendment No. 12Effective Date until the Maturity Date with respect to such Extended2025 Incremental Revolving CreditLender’s applicable Extended2025 Incremental Revolving Credit Commitment, in an aggregate PrincipalAmount not to exceed at any time outstanding the amount of such Lender’s Extended2025 IncrementalRevolving Credit Commitment at such time; provided, in each case, that, after giving effect to anyRevolving Credit Borrowing, the aggregate Outstanding Amount of the Revolving Credit Loans of anyLender, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement ofthe Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share or other applicableshare provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not90

exceed such ▇▇▇▇▇▇’s Revolving Credit Commitment. Within the limits of each Lender’s RevolvingCredit Commitments, and subject to the other terms and conditions hereof, the Borrower may borrowunder this Section 2.01(b)(ii), prepay under Section 2.05, and reborrow under this Section 2.01(b)(ii).Revolving Credit Loans denominated in Dollars may be Base Rate Loans or Term SOFR Loans, asfurther provided herein.(iii) From the Amendment No. 5 Effective Date until the Maturity Date with respect tothe Non-Extended Revolving Credit Facility, all Revolving Credit Loans shall be made on a prorata basis between the Non-Extended Revolving Credit Facility and the Extended RevolvingCredit Facility. On the Maturity Date with respect to the Non-Extended Revolving CreditFacility, if the conditions set forth in Section 4.02(i) and (ii) are satisfied at such time, theRevolving Credit Loans of the Non-Extended Revolving Credit Lenders shall be reallocated tothe Extended Revolving Credit Lenders ratably in accordance with their Pro Rata Share of theExtended Revolving Credit Commitments but in any case, only to the extent the sum of theRevolving Credit Loans of the Non-Extended Revolving Credit Lenders and Extended RevolvingCredit Lenders plus the aggregate Outstanding Amount of all L/C Obligations and Swing LineLoans does not exceed the total Extended Revolving Credit Commitments at such time.(iv) Notwithstanding anything to the contrary in this Agreement: (A) on the AmendmentNo. 5 Effective Date, (x) Non-Extended Revolving Credit Loans and Extended Revolving CreditLoans shall be deemed made as Eurocurrency Rate Loans in a principal amount equal to theprincipal amount of the Existing Revolving Credit Loans reclassified as Non-Extended RevolvingCredit Loans and Extended Revolving Credit Loans, as applicable, pursuant to Section 2.01(b)(i)that were outstanding as Eurocurrency Rate Loans at the time of reclassification (such Non-Extended Revolving Credit Loans and Extended Revolving Credit Loans to correspond inprincipal amount to the Existing Revolving Credit Loans so converted of a given Interest Period),(y) Interest Periods for the Non-Extended Revolving Credit Loans and the Extended RevolvingCredit Loans described in clause (x) above shall end on the same dates as the Interest Periodsapplicable to the corresponding Existing Revolving Credit Loans described in clause (x) above,and the Eurocurrency Rates applicable to such Non-Extended Revolving Credit Loans andExtended Revolving Credit Loans during such Interest Periods shall be the same as thoseapplicable to the Existing Revolving Credit Loans so reclassified, and (z) Non-ExtendedRevolving Credit Loans and Extended Revolving Credit Loans shall be deemed made as BaseRate Loans in a principal amount equal to the principal amount of Existing Revolving CreditLoans reclassified into Non-Extended Revolving Credit Loans and Extended Revolving CreditLoans, respectively, pursuant to Section 2.01(b)(i) that were outstanding as Base Rate Loans atthe time of reclassification; and (B) each Non-Extended Revolving Credit Loan and ExtendedRevolving Credit Loan shall continue to be entitled to all accrued and unpaid interest with respectto the Existing Revolving Credit Loan from which such Non-Extended Revolving Credit Loanand Extended Revolving Credit Loan, as applicable, was reclassified up to but excluding theAmendment No. 5 Effective Date. No costs shall be payable under Section 3.05 in connectionwith transactions consummated under this Section 2.01(b)(iv).(c) The First Incremental Term Loans. Subject to the terms and conditions set forth inAmendment No. 1, each First Incremental Term Lender severally agrees to make to the Borrower on theAmendment No. 1 Effective Date, loans (collectively, the “First Incremental Term Loans”)denominated in Dollars in an aggregate amount equal to the amount of such First Incremental TermLender’s First Incremental Commitment. Amounts borrowed under this Section 2.01(c) and repaid orprepaid may not be reborrowed. First Incremental Term Loans shall be made as Eurocurrency RateLoans as further provided in Amendment No. 1. 91

(d) The Second Incremental Term Loans. Subject to the terms and conditions set forth inAmendment No. 2, each Second Incremental Term ▇▇▇▇▇▇ severally agrees to make to the Borrower onthe Amendment No. 2 Effective Date, loans (collectively, the “Second Incremental Term Loans”)denominated in Dollars in an aggregate amount equal to the amount of such Second Incremental TermLender’s Second Incremental Commitment. Amounts borrowed under this Section 2.01(d) and repaid orprepaid may not be reborrowed. Second Incremental Term Loans shall be made as Eurocurrency RateLoans as further provided in Amendment No. 2.(e) Extended Term Loans. (i) On the Amendment No. 4 Effective Date, in accordance with,and upon the terms and conditions set forth in, Amendment No. 4, (x) any Existing Term Loans of eachNon-Extended Term Lender outstanding on such date shall continue hereunder and be reclassified asNon-Extended Term Loans on such date and (y) any Existing Term Loans of each Extended Term Lenderoutstanding on such date shall continue hereunder and be reclassified as an Extended Term Loans on suchdate. (ii) Notwithstanding anything to the contrary in this Agreement: (A) on theAmendment No. 4 Effective Date, (x) Non-Extended Term Loans and Extended Term Loans shallbe deemed made as Eurocurrency Rate Loans in a principal amount equal to the principal amountof the Existing Term Loans reclassified as Non-Extended Term Loans and Extended Term Loans,as applicable, pursuant to Section 2.01(e)(i) that were outstanding as Eurocurrency Rate Loans atthe time of reclassification, (y) the Non-Extended Term Loans and the Extended Term Loansdescribed in clause (x) above shall be of the Types and have the Interest Periods (if applicable) asset forth in Committed Loan Notices delivered by the Borrower prior to the Amendment No. 4Effective Date, with any such Interest Periods to commence on the Amendment No. 4 EffectiveDate; and (B) each Non-Extended Term Loan and Extended Term Loan shall be entitled toreceive on the Amendment No. 4 Effective Date all accrued and unpaid interest with respect tothe Existing Term Loan from which such Non-Extended Term Loan and Extended Term Loan, asapplicable, was reclassified up to but excluding the Amendment No. 4 Effective Date. No costsshall be payable under Section 3.05 to Extended Term Lenders in connection with transactionsconsummated under this Section 2.01(e)(ii).(f) The Third Incremental Term Loans. Subject to the terms and conditions set forth inAmendment No. 6, each Third Incremental Term ▇▇▇▇▇▇ severally agrees to make to the Borrower on theAmendment No. 6 Effective Date, loans (collectively, the “Third Incremental Term Loans”)denominated in Dollars in an aggregate amount equal to the amount of such Third Incremental TermLender’s Third Incremental Commitment. Amounts borrowed under this Section 2.01(f) and repaid orprepaid may not be reborrowed. Third Incremental Term Loans shall be made as Eurocurrency RateLoans as further provided in Amendment No. 6.(g) Initial Term B-1 Loans. Subject to the terms and conditions set forth in Amendment No.7, each of the following Term B-1 ▇▇▇▇▇▇▇ severally agrees to make to the Borrower on the AmendmentNo. 7 Effective Date, loans (collectively, the “Initial Term B-1 Loans”) denominated in Dollars asfollows: (1) each Consenting Third Incremental Term Lender that elects the “Consent and CashlessAmendment” option on its Third Incremental Term Lender Consent agrees to have all of its outstandingThird Incremental Term Loans (or such lesser amount as may be notified to such Consenting ThirdIncremental Term Lender by the Administrative Agent or the Amendment No. 7 Arrangers prior to theAmendment No. 7 Effective Date) converted into a like principal amount of Initial Term B-1 Loanseffective as of the Amendment No. 7 Effective Date, (2) each Additional Initial Term B-1 Lenderseverally agrees to make to the Borrower, loans (collectively, the “Additional Initial Term B-1 Loans”)denominated in Dollars in an aggregate amount equal to the amount of such Additional Initial Term B-1Lender’s Additional Initial Term B-1 Commitment and (3) each Consenting Third Incremental Term92

Lender that elects the “Consent and Post-Closing Settlement” option on its Third Incremental TermLender Consent agrees to have the entire amount of its outstanding Third Incremental Term Loansassigned to the Additional Initial Term B-1 Lenders at par on the Amendment No. 7 Effective Date andfollowing the Amendment No. 7 Effective Date, such Consenting Third Incremental Term Lender (or itsdesignated Affiliate, if agreed by the Amendment No. 7 Arrangers) shall purchase by assignment InitialTerm B-1 Loans in an equal principal amount as its outstanding Third Incremental Term Loans or suchlesser amount allocated to such Consenting Third Incremental Term Lender by the Amendment No. 7Arrangers. Amounts borrowed under this Section 2.01(g) and repaid or prepaid may not be reborrowed.Initial Term B-1 Loans shall be made as Term SOFR Loans as further provided in Amendment No. 7.Each Consenting Third Incremental Term Lender hereby agrees to waive any entitlement to any breakageloss or expenses due under Section 3.05 with respect to the repayment of its Third Incremental TermLoans it holds as a Term Lender which have been replaced with Initial Term B-1 Loans.(h) Incremental Term B-1 Loans. Subject to the terms and conditions set forth inAmendment No. 7, each of the following Term B-1 ▇▇▇▇▇▇▇ severally agrees to make to the Borrower onthe Amendment No. 7 Effective Date, loans (collectively, the “Incremental Term B-1 Loans”)denominated in Dollars as follows: (1) each Consenting Extended Term Lender that elects the “Consentand Cashless Amendment” option on its Extended Term Lender Consent agrees to have all of itsoutstanding Extended Term Loans (or such lesser amount as may be notified to such ConsentingExtended Term Lender by the Administrative Agent or the Amendment No. 7 Arrangers prior to theAmendment No. 7 Effective Date) converted into a like principal amount of Incremental Term B-1 Loanseffective as of the Amendment No. 7 Effective Date, (2) each Additional Incremental Term B-1 Lenderseverally agrees to make to the Borrower on the Amendment No. 7 Effective Date, loans (collectively, the“Additional Incremental Term B-1 Loans”) denominated in Dollars in an aggregate amount equal tothe amount of such Additional Incremental Term B-1 Lender’s Additional Incremental Term B-1Commitment and (3) each Consenting Extended Term Lender that elects the “Consent and Post-ClosingSettlement” option on its Extended Term Lender Consent agrees to have the entire amount of itsoutstanding Extended Term Loans assigned to the Additional Incremental Term B-1 Lenders at par on theAmendment No. 7 Effective Date and following the Amendment No. 7 Effective Date, such ConsentingExtended Term Lender (or its designated Affiliate, if agreed by the Amendment No. 7 Arrangers) shallpurchase by assignment Incremental Term B-1 Loans in an equal principal amount as its outstandingExtended Term Loans or such lesser amount allocated to such Consenting Extended Term Lender by theAmendment No. 7 Arrangers. Amounts borrowed under this Section 2.01(g) and repaid or prepaid maynot be reborrowed. Incremental Term B-1 Loans shall be made as Term SOFR Loans as further providedin Amendment No. 7. Each Consenting Extended Term Lender hereby agrees to waive any entitlement toany breakage loss or expenses due under Section 3.05 with respect to the repayment of its Extended TermLoans it holds as a Term Lender which have been replaced with Incremental Term B-1 Loans.(i) The Fourth Incremental Term Loans. Subject to the terms and conditions set forth inAmendment No. 8, each Fourth Incremental Term ▇▇▇▇▇▇ severally agrees to make to the Borrower onthe Amendment No. 8 Increase Effective Date, loans (collectively, the “Fourth Incremental TermLoans”) denominated in Dollars in an aggregate amount equal to the amount of such Fourth IncrementalTerm Lender’s Fourth Incremental Commitment. Amounts borrowed under this Section 2.01(i) andrepaid or prepaid may not be reborrowed. Fourth Incremental Term Loans shall be made as Term SOFRLoans as further provided in Amendment No. 8.(j) The Fifth Incremental Term Loans. Subject to the terms and conditions set forth inAmendment No. 9, each of the following Fifth Incremental Term Lenders severally agrees to make to theBorrower on the Amendment No. 9 Effective Date, loans (collectively, the “Fifth Incremental TermLoans”) denominated in Dollars as follows: (1) each Consenting Term B-1 Lender that elects the“Consent and Cashless Amendment” option on its Term B-1 Lender Consent agrees to have all of its93

outstanding Initial Term B-1 Loans (or such lesser amount as may be notified to such Consenting TermB-1 Lender by the Administrative Agent or the Amendment No. 9 Arrangers prior to the Amendment No.9 Effective Date) converted into a like principal amount of Fifth Incremental Term Loans effective as ofthe Amendment No. 9 Effective Date, (2) each Additional Fifth Incremental Term Lender severallyagrees to make to the Borrower, loans (collectively, the “Additional Fifth Incremental Term Loans”)denominated in Dollars in an aggregate amount equal to the amount of such Additional Fifth IncrementalTerm Lender’s Additional Fifth Incremental Term Commitment and (3) each Consenting Term B-1Lender that elects the “Consent and Post-Closing Settlement” option on its Term B-1 Lender Consentagrees to have the entire amount of its outstanding Initial Term B-1 Loans assigned to the AdditionalFifth Incremental Term Lenders at par on the Amendment No. 9 Effective Date and following theAmendment No. 9 Effective Date, such Consenting Term B-1 Lender (or its designated Affiliate, ifagreed by the Amendment No. 9 Arrangers) shall purchase by assignment Fifth Incremental Term Loansin an equal principal amount as its outstanding Term B-1 Loans or such lesser amount allocated to suchConsenting Term B-1 Lender by the Amendment No. 9 Arrangers. Amounts borrowed under this Section2.01(j) and repaid or prepaid may not be reborrowed. Fifth Incremental Term Loans shall be made asTerm SOFR Loans as further provided in Amendment No. 9. Each Consenting Term B-1 Lender herebyagrees to waive any entitlement to any breakage loss or expenses due under Section 3.05 with respect tothe repayment of its Term B-1 Loans it holds as a Term Lender which have been replaced with FifthIncremental Term Loans.(k) The Sixth Incremental Term Loans. Subject to the terms and conditions set forth inAmendment No. 10, each of the following Sixth Incremental ▇▇▇▇ ▇▇▇▇▇▇▇ severally agrees to make tothe Borrower on the Amendment No. 10 Effective Date, loans (collectively, the “Sixth IncrementalTerm Loans”) denominated in Dollars as follows: (1) each Consenting Fifth Incremental Term Lenderthat elects the “Consent and Cashless Amendment” option on its Fifth Incremental Term Lender Consentagrees to have all of its outstanding Fifth Incremental Term Loans (or such lesser amount as may benotified to such Consenting Fifth Incremental Term Lender by the Administrative Agent or theAmendment No. 10 Arrangers prior to the Amendment No. 10 Effective Date) converted into a likeprincipal amount of Sixth Incremental Term Loans effective as of the Amendment No. 10 Effective Date,(2) the Additional Sixth Incremental Term Lender agrees to make to the Borrower, loans (collectively, the“Additional Sixth Incremental Term Loans”) denominated in Dollars in an aggregate amount equal tothe amount of the Additional Sixth Incremental Term Lender’s Additional Sixth Incremental TermCommitment and (3) each Consenting Fifth Incremental Term Lender that elects the “Consent and Post-Closing Settlement” option on its Fifth Incremental Term Lender Consent agrees to have the entireamount of its outstanding Fifth Incremental Term Loans assigned to the Additional Sixth IncrementalTerm Lender at par on the Amendment No. 10 Effective Date and following the Amendment No. 10Effective Date, such Consenting Fifth Incremental Term Lender (or its designated Affiliate, if agreed bythe Amendment No. 10 Arrangers) shall purchase by assignment Sixth Incremental Term Loans in anequal principal amount as its outstanding Fifth Incremental Term Loans or such lesser amount allocatedto such Consenting Fifth Incremental Term Lender by the Amendment No. 10 Arrangers. Amountsborrowed under this Section 2.01(k) and repaid or prepaid may not be reborrowed. Sixth IncrementalTerm Loans shall be made as Term SOFR Loans as further provided in Amendment No. 10. EachConsenting Fifth Incremental Term Lender hereby agrees to waive any entitlement to any breakage lossor expenses due under Section 3.05 with respect to the repayment of the Fifth Incremental Term Loans itholds as a Term Lender which have been replaced with Sixth Incremental Term Loans.(l) The Seventh Incremental Term Loans. Subject to the terms and conditions set forth inAmendment No. 11, each of the following Seventh Incremental Term Lenders severally agrees to make tothe Borrower on the Amendment No. 11 Effective Date, loans (collectively, the “Seventh IncrementalTerm Loans”) denominated in Dollars as follows: (1) each Consenting Sixth Incremental Term Lenderthat elects the “Consent and Cashless Amendment” option on its Sixth Incremental Term Lender Consent94

agrees to have all of its outstanding Sixth Incremental Term Loans (or such lesser amount as may benotified to such Consenting Sixth Incremental Term Lender by the Administrative Agent or theAmendment No. 11 Arrangers prior to the Amendment No. 11 Effective Date) converted into a likeprincipal amount of Seventh Incremental Term Loans effective as of the Amendment No. 11 EffectiveDate, (2) the Additional Seventh Incremental Term Lender agrees to make to the Borrower, loans(collectively, the “Additional Seventh Incremental Term Loans”) denominated in Dollars in anaggregate amount equal to the amount of the Additional Seventh Incremental Term Lender’s AdditionalSeventh Incremental Term Commitment and (3) each Consenting Sixth Incremental Term Lender thatelects the “Consent and Post-Closing Settlement” option on its Sixth Incremental Term Lender Consentagrees to have the entire amount of its outstanding Sixth Incremental Term Loans assigned to theAdditional Seventh Incremental Term Lender at par on the Amendment No. 11 Effective Date andfollowing the Amendment No. 11 Effective Date, such Consenting Sixth Incremental Term Lender (or itsdesignated Affiliate, if agreed by the Amendment No. 11 Arrangers) shall purchase by assignmentSeventh Incremental Term Loans in an equal principal amount as its outstanding Sixth Incremental TermLoans or such lesser amount allocated to such Consenting Sixth Incremental Term Lender by theAmendment No. 11 Arrangers. Amounts borrowed under this Section 2.01(l) and repaid or prepaid maynot be reborrowed. Seventh Incremental Term Loans shall be made as Term SOFR Loans as furtherprovided in Amendment No. 11. Each Consenting Sixth Incremental Term Lender hereby agrees to waiveany entitlement to any breakage loss or expenses due under Section 3.05 with respect to the repayment ofthe Sixth Incremental Term Loans it holds as a Term Lender which have been replaced with SeventhIncremental Term Loans.Section 2.02. Borrowings, Conversions and Continuations of Loans. (a) Each TermBorrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loansfrom one Type to the other, and each continuation of Eurocurrency Rate Loans or Term SOFR Loansshall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be givenby telephone. Each such notice must be received by the Administrative Agent not later than (i) 1:00 p.m.New York City time three Business Days prior to the requested date of any Borrowing or continuation ofEurocurrency Rate Loans or any conversion of Base Rate Loans to Eurocurrency Rate Loans, (ii) 11:00a.m. New York City time two Business Days prior to the requested date of any Borrowing or continuationof Term SOFR Loans or any conversion of Base Rate Loans to Term SOFR Loans, and (iii) 11:00 a.m.New York City time on the requested date of any Borrowing of Base Rate Loans or (if applicable) DailySOFR Loans; provided that the notice referred to in subclause (i) above may be delivered no later thanone (1) Business Day prior to the Closing Date in the case of initial Credit Extensions denominated inDollars; provided, further, that if the Borrower wishes to request Eurocurrency Rate Loans having anInterest Period other than one week, or one, three or six months in duration as provided in the definitionof “Interest Period,” the applicable notice must be received by the Administrative Agent not later than11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation,whereupon the Administrative Agent shall give prompt notice to the applicable Lenders of such requestand determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, theAdministrative Agent shall notify the Borrower (which notice may be by telephone) whether or not therequested Interest Period has been consented to by all the Lenders. Each telephonic notice by theBorrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the AdministrativeAgent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officerof the Borrower. Except as provided in Section 2.14(a), (i) each Borrowing of, conversion to orcontinuation of Eurocurrency Rate Loans and (ii) each Borrowing of or conversion to or continuation ofTerm SOFR Loans or (if applicable) Daily SOFR Loans shall, in each case, be in a minimum principalamount of $1,000,000, or a whole multiple of $250,000 in excess thereof. Except as provided in Sections 2.03(c), 2.04(c), 2.14(a), each Borrowing of or conversion to Base Rate Loans shall be in a minimumprincipal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan95

Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a TermBorrowing of a particular Class, a Revolving Credit Borrowing, a conversion of Term Loans of any Classor Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans orTerm SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case maybe (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted orcontinued, (iv) the Type of Loans to be borrowed or to which existing Term Loans of a Class orRevolving Credit Loans are to be converted (v) in the case of a Revolving Credit Borrowing, the relevantApproved Currency in which such Revolving Credit Borrowing is to be denominated and (vi) ifapplicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify anApproved Currency of a Loan in a Committed Loan Notice, such Loan shall be made in Dollars. If theBorrower fails to specify a Type of Loan in a Committed Loan Notice or fails to give a timely noticerequesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shallbe made as or converted to (x) in the case of any Loan denominated in Dollars, Base Rate Loans or (y) inthe case of any Loan denominated in an Approved Foreign Currency, Eurocurrency Rate Loans in theApproved Currency having an Interest Period of one month, as applicable. Any such automaticconversion to Base Rate Loans or one-month Eurocurrency Rate Loans shall be effective as of the lastday of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If theBorrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans or TermSOFR Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will bedeemed to have specified an Interest Period of one (1) month. No Loan may be converted into orcontinued as a Loan denominated in another Approved Currency, but instead must be prepaid in theoriginal Approved Currency or reborrowed in another Approved Currency.(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptlynotify each Lender of the amount (and Approved Currency) of its Pro Rata Share or other applicableshare provided for under this Agreement of the applicable Class of Loans, and if no timely notice of aconversion or continuation is provided by the Borrower, the Administrative Agent shall notify eachLender of the details of any automatic conversion or continuation described in Section 2.02(a). In thecase of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to theAdministrative Agent in Same Day Funds at the Administrative Agent’s Office not later than (i) 1:00 p.m.(New York City time) on the Business Day specified in the applicable Committed Loan Notice for anyBorrowing of Eurocurrency Rate Loans denominated in Dollars or Term SOFR Loans, (ii) the ApplicableTime specified by the Administrative Agent on the Business Day specified in the applicable CommittedLoan Notice for any Borrowing of Eurocurrency Rate Loans denominated in an Approved ForeignCurrency and (iii) 1:00 p.m. (New York City time) on the Business Day specified in the applicableCommitted Loan Notice for any Borrowing of Base Rate Loans. The Administrative Agent shall make allfunds so received available to the Borrower in like funds as received by the Administrative Agent by wiretransfer of such funds in accordance with instructions provided to (and reasonably acceptable to) theAdministrative Agent by the Borrower.(c) Except as otherwise provided herein, a Eurocurrency Rate Loan or a Term SOFRRevolving Loan may be continued or converted only on the last day of an Interest Period for suchEurocurrency Rate Loan or Term SOFR Revolving Loan, as applicable, unless the Borrower pays theamount due, if any, under Section 3.05 in connection therewith.(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of theinterest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of suchinterest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall beconclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the96

Administrative Agent shall notify the Borrower and the Lenders of any change in the Prime Rate used indetermining the Base Rate promptly following the announcement of such change.(e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, allconversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuationsof Term Loans or Revolving Credit Loans as the same Type, there shall not be more than fifteen (15)Interest Periods in effect; provided that after the establishment of any new Class of Loans pursuant to anIncremental Amendment, Refinancing Amendment or Extension Amendment, the number of InterestPeriods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for eachapplicable Class so established.(f) The failure of any Lender to make the Loan to be made by it as part of any Borrowingshall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of suchBorrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to bemade by such other Lender on the date of any Borrowing.Section 2.03. Letters of Credit. (a) The Letter of Credit Commitment.(i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees,in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section2.03, (1) from time to time on any Business Day during the period from the Closing Date until theLetter of Credit Expiration Date to issue Letters of Credit at sight denominated in any ApprovedCurrency for the account of the Borrower or any Restricted Subsidiary of the Borrower and toamend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and(2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severallyagree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/CIssuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit,and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/CCredit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender wouldexceed such ▇▇▇▇▇▇’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/CObligations in respect of Letters of Credit issued by such L/C Issuer would exceed such L/CIssuer’s L/C Commitment or (z) the Outstanding Amount of the L/C Obligations would exceedthe Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditionshereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordinglythe Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters ofCredit that have expired or that have been drawn upon and reimbursed. All Existing Letters ofCredit shall be deemed to be issued hereunder in the name of the Borrower for the benefit of theBorrower or Subsidiary of the Borrower in whose name such Existing Letter of Credit isoutstanding immediately prior to the Closing Date and shall constitute Letters of Credit subject tothe terms hereof.(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:(A) any order, judgment or decree of any Governmental Authority orarbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing suchLetter of Credit, or any Law applicable to such L/C Issuer or any directive (whether ornot having the force of law) from any Governmental Authority with jurisdiction oversuch L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance ofletters of credit generally or such Letter of Credit in particular or shall impose upon suchL/C Issuer with respect to such Letter of Credit any restriction, reserve or capitalrequirement (for which such L/C Issuer is not otherwise compensated hereunder) not in97

effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss,cost or expense which was not applicable on the Closing Date (for which such L/C Issueris not otherwise compensated hereunder);(B) subject to Section 2.03(b)(iii) and Section 2.03(a)(ii)(C), the expiry dateof such requested Letter of Credit would occur more than twelve months after the date ofissuance or last renewal, unless (1) each Appropriate Lender has approved of suchexpiration date or (2) the L/C Issuer thereof has approved of such expiration date and theOutstanding Amount of L/C Obligations in respect of such requested Letter of Credit hasbeen Cash Collateralized or backstopped pursuant to arrangements reasonablysatisfactory to such L/C Issuer;(C) the expiry date of such requested Letter of Credit would occur after theLetter of Credit Expiration Date, unless all the Revolving Credit Lenders have approvedsuch expiry date;(D) the issuance of such Letter of Credit would violate any Laws bindingupon such L/C Issuer;(E) the L/C Issuer does not as of the issuance date of the requested Letter ofCredit issue Letters of Credit in the requested currency or type; or(F) any Revolving Credit Lender is at that time a Defaulting Lender, unlesssuch L/C Issuer has entered into arrangements, including the delivery of Cash Collateral,satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender toeliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter ofCredit then proposed to be issued or that Letter of Credit and all other L/C Obligations asto which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in itssole discretion.(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A)such L/C Issuer would have no obligation at such time to issue such Letter of Credit in itsamended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does notaccept the proposed amendment to such Letter of Credit.(iv) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters ofCredit issued by it and the documents associated therewith, and each L/C Issuer shall have all ofthe benefits and immunities (A) provided to the Administrative Agent in Article 9 with respect toany acts taken or omissions suffered by such L/C Issuer in connection with Letters of Creditissued by it or proposed to be issued by it and any Letter of Credit Issuance Request (and anyother document, agreement or instrument entered into by such L/C Issuer and the Borrower or infavor of such L/C Issuer) pertaining to such Letters of Credit as fully as if the term“Administrative Agent” as used in Article 9 included such L/C Issuer with respect to such acts oromissions, and (B) as additionally provided herein with respect to each L/C Issuer.(v) The Borrower may, at any time and from time to time, reduce the L/CCommitment of any L/C Issuer with the consent of such L/C Issuer; provided that the Borrowershall not reduce the L/C Commitment of any L/C Issuer if, after giving effect to such reduction,the conditions set forth in clause (i) above would not be satisfied.98

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters ofCredit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon therequest of the Borrower delivered to an L/C Issuer (with a copy to the Administrative Agent) inthe form of a Letter of Credit Issuance Request, appropriately completed and signed by aResponsible Officer of the Borrower or his/her delegate or designee. Such Letter of CreditIssuance Request must be received by the relevant L/C Issuer and the Administrative Agent notlater than 1:00 p.m. (New York City time) at least two Business Days prior to the proposedissuance date or date of amendment, as the case may be; or, in each case, such other date and timeas the relevant L/C Issuer may agree in a particular instance in its sole discretion. In the case of arequest for an initial issuance of a Letter of Credit, such Letter of Credit Issuance Request shallspecify in form and detail reasonably satisfactory to the relevant L/C Issuer: (A) the proposedissuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amountthereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) thedocuments to be presented by such beneficiary in case of any drawing thereunder; (F) the full textof any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) therelevant Approved Currency in which such Letter of Credit is to be denominated; and (H) suchother matters as the relevant L/C Issuer may reasonably request. In the case of a request for anamendment of any outstanding Letter of Credit, such Letter of Credit Issuance Request shallspecify in form and detail reasonably satisfactory to the relevant L/C Issuer (1) the Letter ofCredit to be amended; (2) the proposed date of amendment thereof (which shall be a BusinessDay); (3) the nature of the proposed amendment; and (4) such other matters as the relevant L/CIssuer may reasonably request.(ii) Promptly after receipt of any Letter of Credit Issuance Request, the relevant L/CIssuer will confirm with the Administrative Agent (by telephone or in writing) that theAdministrative Agent has received a copy of such Letter of Credit Issuance Request from theBorrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof.Upon receipt by the relevant L/C Issuer of confirmation from the Administrative Agent that therequested issuance or amendment is permitted in accordance with the terms hereof, then, subjectto the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter ofCredit for the account of the Borrower or, if applicable, the Restricted Subsidiary, or enter intothe applicable amendment, as the case may be. Immediately upon the issuance of each Letter ofCredit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably andunconditionally agrees to, purchase from the relevant L/C Issuer a risk participation in such Letterof Credit in an amount equal to the product of such ▇▇▇▇▇▇’s Pro Rata Share provided for underthis Agreement times the amount of such Letter of Credit. On the Amendment No. 12 EffectiveDate, the participations in any outstanding Letters of Credit shall be reallocated so that aftergiving effect thereto the 2025 Incremental Revolving Credit Lenders share ratably in the L/CObligations in accordance with their respective Pro Rata Share of the aggregate Revolving CreditCommitments.(iii) If the Borrower so requests in any applicable Letter of Credit Issuance Request,the relevant L/C Issuer shall agree to issue a Letter of Credit that has automatic extensionprovisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the relevant L/C Issuer to prevent any such extension atleast once in each twelve month period (commencing with the date of issuance of such Letter ofCredit) by giving prior notice to the beneficiary thereof not later than a number of days (the“Non-Extension Notice Date”) prior to the last day of such twelve month period to be agreedupon by the relevant L/C Issuer and the Borrower at the time such Letter of Credit is issued.99

Unless otherwise directed by the relevant L/C Issuer, the Borrower shall not be required to makea specific request to the relevant L/C Issuer for any such extension. Once an Auto-ExtensionLetter of Credit has been issued, the applicable Lenders shall be deemed to have authorized (butmay not require) the relevant L/C Issuer to permit the extension of such Letter of Credit at anytime to an expiry date not later than the Letter of Credit Expiration Date; provided that therelevant L/C Issuer shall not permit any such extension if (A) the relevant L/C Issuer hasdetermined that it would have no obligation at such time to issue such Letter of Credit in itsextended form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) orotherwise), or (B) it has received notice (which may be by telephone or in writing) on or beforethe day that is five (5) Business Days before the Non-Extension Notice Date from theAdministrative Agent, any Revolving Credit Lender or the Borrower that one or more of theapplicable conditions specified in Section 4.02 is not then satisfied.(iv) Promptly after issuance of any Letter of Credit or any amendment to a Letter ofCredit, the relevant L/C Issuer will also deliver to the Borrower and the Administrative Agent atrue and complete copy of such Letter of Credit or amendment.(c) Drawings and Reimbursements; Funding of Participations.(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of adrawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrowerand the Administrative Agent thereof. In the case of a Letter of Credit denominated in anApproved Foreign Currency, the Borrower shall reimburse the L/C Issuer in such ApprovedForeign Currency, unless the L/C Issuer (at its option) shall have specified in such notice that itwill require reimbursement in Dollars. In the case of any such reimbursement in Dollars of adrawing under a Letter of Credit denominated in an Approved Foreign Currency, the L/C Issuershall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptlyfollowing the determination thereof. Not later than 1:00 p.m. (New York City time), in the caseof a drawing in Dollars, or 2:00 p.m. (London time) (or, if earlier, 9:00 a.m. New York city time),in the case of a drawing in an Approved Foreign Currency, on (1) the next Business Dayimmediately following the date of any honoring of a drawing by an L/C Issuer under a Letter ofCredit that the Borrower receives notice thereof (each such date, an “Honor Date”), the Borrowershall reimburse such L/C Issuer through the Administrative Agent in an amount equal to theamount of such drawing in the relevant Approved Currency; provided that the Borrower may,subject to the conditions to borrowing set forth herein, request in accordance with this Section2.03 that such payment be financed with a Revolving Credit Borrowing under the RevolvingCredit Facility or a Swing Line Borrowing under the Swing Line Facility in an equivalent amountand, to the extent so financed, the Borrower’s obligation to make such payment shall bedischarged and replaced by the resulting Revolving Credit Borrowing or Swing Line Borrowing,as applicable. If the Borrower fails to so reimburse such L/C Issuer by such time, such L/C Issuershall notify the Administrative Agent and the Administrative Agent shall promptly notify eachAppropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed inDollars in the amount of the Dollar Equivalent thereof) (the “Unreimbursed Amount”), and theamount of such Appropriate Lender’s Pro Rata Share provided for under this Agreement ▇▇▇▇▇▇▇.▇▇ such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing ofBase Rate Loans to be disbursed on the Honor Date in an amount equal to the UnreimbursedAmount, without regard to the minimum and multiples specified in Section 2.02 for the principalamount of Base Rate Loans, Eurocurrency Rate Loans or Term SOFR Loans, as applicable, butsubject to the amount of the unutilized portion of the Revolving Credit Commitments of theAppropriate Lenders and the conditions set forth in Section 4.02 (other than the delivery of aCommitted Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent100

pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed inwriting; provided that the lack of such an immediate confirmation shall not affect theconclusiveness or binding effect of such notice.(ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shallupon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agentfor the account of the relevant L/C Issuer in Dollars at the Administrative Agent’s Office forDollar-denominated payments in an amount equal to its Pro Rata Share or other applicable shareprovided for under this Agreement of the Unreimbursed Amount not later than 2:00 p.m. (NewYork City time) on the Business Day specified in such notice by the Administrative Agent,whereupon, subject to the provisions of Section 2.03(c)(iii), each Appropriate Lender that somakes funds available shall be deemed to have made a Revolving Credit Loan that is a Base RateLoan, Eurocurrency Rate Loan or Term SOFR Loan, as applicable, to the Borrower in suchamount. The Administrative Agent shall promptly remit the funds so received to the relevant L/CIssuer in Dollars.(iii) With respect to any Unreimbursed Amount that is not fully refinanced by aRevolving Credit Borrowing of Base Rate Loans, Eurocurrency Rate Loans or Term SOFRLoans, as applicable, because the conditions set forth in Section 4.02 cannot be satisfied or forany other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer anL/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/CBorrowing shall be due and payable on demand (together with interest) and shall bear interest(which begins to accrue upon funding by the L/C Issuer) at the Default Rate for Revolving CreditLoans. In such event, each Appropriate Lender’s payment to the Administrative Agent for theaccount of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment inrespect of its participation in such L/C Borrowing and shall constitute an L/C Advance from suchLender in satisfaction of its participation obligation under this Section 2.03.(iv) Until each Appropriate Lender funds its Revolving Credit Loan or L/C Advancepursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn underany Letter of Credit, interest in respect of such ▇▇▇▇▇▇’s Pro Rata Share or other applicable shareprovided for under this Agreement of such amount shall be solely for the account of the relevantL/C Issuer.(v) Each Revolving Credit ▇▇▇▇▇▇’s obligation to make Revolving Credit Loans orL/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, ascontemplated by this Section 2.03(c), shall be absolute and unconditional and shall not beaffected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense orother right which such Lender may have against the relevant L/C Issuer, the Borrower or anyother Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C)any other occurrence, event or condition, whether or not similar to any of the foregoing; providedthat each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by theBorrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve orotherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for theamount of any payment made by such L/C Issuer under any Letter of Credit, together withinterest as provided herein.(vi) If any Revolving Credit Lender fails to make available to the AdministrativeAgent for the account of the relevant L/C Issuer any amount required to be paid by such Lenderpursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section101

2.03(c)(ii), such L/C Issuer shall be entitled to recover from such Lender (acting through theAdministrative Agent), on demand, such amount with interest thereon for the period from the datesuch payment is required to the date on which such payment is immediately available to such L/CIssuer at a rate per annum equal to the Overnight Bank Funding Rate from time to time in effect,plus any reasonable administrative, processing or similar fees customarily charged by such L/CIssuer in connection with the foregoing. A certificate of the relevant L/C Issuer submitted to anyRevolving Credit Lender (through the Administrative Agent) with respect to any amounts owingunder this Section 2.03(c)(vi) shall be conclusive absent manifest error.(d) Repayment of Participations.(i) If, at any time after an L/C Issuer has made a payment under any Letter of Creditand has received from any Revolving Credit Lender such Lender’s L/C Advance in respect ofsuch payment in accordance with Section 2.03(c), the Administrative Agent receives for theaccount of such L/C Issuer any payment in respect of the related Unreimbursed Amount orinterest thereon (whether directly from the Borrower or otherwise, including proceeds of CashCollateral applied thereto by the Administrative Agent), the Administrative Agent will distributeto such Lender its Pro Rata Share or other applicable share provided for under this Agreementhereof (appropriately adjusted, in the case of interest payments, to reflect the period of timeduring which such Lender’s L/C Advance was outstanding) in the same funds as those receivedby the Administrative Agent.(ii) If any payment received by the Administrative Agent for the account of an L/CIssuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstancesdescribed in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuerin its discretion), each Appropriate Lender shall pay to the Administrative Agent for the accountof such L/C Issuer its Pro Rata Share or other applicable share provided for under this Agreementthereof on demand of the Administrative Agent, plus interest thereon from the date of suchdemand to the date such amount is returned by such Lender, at a rate per annum equal to theOvernight Bank Funding Rate, plus any reasonable administrative, processing or similar feescustomarily charged by the Administrative Agent in connection with the foregoing.(iii) On the Amendment No. 5 Effective Date, the participations in any outstandingLetters of Credit shall be reallocated so that after giving effect thereto the Non-ExtendedRevolving Credit Lenders and the Extended Revolving Credit Lenders shall share ratably in theL/C Obligations in accordance with their respective Pro Rata Share of the aggregate RevolvingCredit Commitments (including both the Non-Extended Revolving Credit Commitments and theExtended Revolving Credit Commitments from time to time in effect). Thereafter, until theMaturity Date with respect to the Non-Extended Revolving Credit Facility, the participations inany new Letters of Credit shall be allocated ratably in accordance with the Revolving CreditLenders’ respective Pro Rata Share of the aggregate Revolving Credit Commitments (includingboth the Non-Extended Revolving Credit Commitments and the Extended Revolving CreditCommitments). On the Maturity Date with respect to the Non-Extended Revolving CreditFacility, the participations in the outstanding Letters of Credit of the Non-Extended RevolvingCredit Lenders shall be reallocated to the Extended Revolving Credit Lenders ratably inaccordance with their Pro Rata Share of the Extended Revolving Credit Commitments but in anycase, only to the extent that (x) the sum of the participations in the outstanding Letters of Creditof the Non-Extended Revolving Credit Lenders and Extended Revolving Credit Lenders does notexceed the Letter of Credit Sublimit at such time and (y) such sum plus the aggregate Outstanding102

Amount of Revolving Credit Loans and Swing Line Loans does not exceed the ExtendedRevolving Credit Commitments at such time.(iv) If the reallocation described in clause (iii) above cannot, or can only partially, beeffected as a result of the limitations set forth herein, the Borrower shall, on the Maturity Datewith respect to the Non-Extended Revolving Credit Facility, Cash Collateralize any such Lettersof Credit in an amount equal to 100% of the L/C Obligations that are not so reallocated.(e) Obligations Absolute. The obligation of the Borrower to reimburse the relevant L/CIssuer for each drawing under each Letter of Credit issued by it and to repay each L/C Borrowing shall beabsolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of thisAgreement under all circumstances, including the following:(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, orany other agreement or instrument relating thereto;(ii) the existence of any claim, counterclaim, setoff, defense or other right that anyLoan Party may have at any time against any beneficiary or any transferee of such Letter ofCredit (or any Person for whom any such beneficiary or any such transferee may be acting), therelevant L/C Issuer or any other Person, whether in connection with this Agreement, thetransactions contemplated hereby or by such Letter of Credit or any agreement or instrumentrelating thereto, or any unrelated transaction;(iii) any draft, demand, certificate or other document presented under such Letter ofCredit proving to be forged, fraudulent, invalid or insufficient in any respect or any statementtherein being untrue or inaccurate in any respect; or any loss or delay in the transmission orotherwise of any document required in order to make a drawing under such Letter of Credit;(iv) any payment by the relevant L/C Issuer under such Letter of Credit againstpresentation of a draft or certificate that does not comply with the terms of such Letter of Credit;or any payment made by the relevant L/C Issuer under such Letter of Credit to any Personpurporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit ofcreditors, liquidator, receiver or other representative of or successor to any beneficiary or anytransferee of such Letter of Credit, including any arising in connection with any proceeding underany Debtor Relief Law;(v) any exchange, release or non-perfection of any Collateral, or any release oramendment or waiver of or consent to departure from the Guaranty or any other guarantee, for ▇▇▇▇▇ any of the Obligations of any Loan Party in respect of such Letter of Credit;(vi) any adverse change in the relevant exchange rates or in the availability of Dollarsor the relevant Approved Foreign Currency to the Borrower or any Subsidiary or in the relevantcurrency markets generally; and(vii) any other circumstance or happening whatsoever, whether or not similar to anyof the foregoing, including any other circumstance that might otherwise constitute a defenseavailable to, or a discharge of, any Loan Party;provided that the foregoing shall not excuse any L/C Issuer from liability to the Borrower to the extent ofany direct damages (as opposed to consequential damages, claims in respect of which are waived by theBorrower to the extent permitted by applicable Law) suffered by the Borrower that are caused by such103

L/C Issuer’s gross negligence or willful misconduct as determined in a final and non-appealable judgmentby a court of competent jurisdiction when determining whether drafts and other documents presentedunder a Letter of Credit comply with the terms thereof.(f) Role of L/C Issuers. Each Lender and the Borrower agree that, in paying any drawingunder a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document(other than any sight draft, certificates and documents expressly required by the Letter of Credit) or toascertain or inquire as to the validity or accuracy of any such document or the authority of the Personexecuting or delivering any such document. None of the L/C Issuers, any Agent-Related Person nor anyof the respective correspondents, participants or assignees of any L/C Issuer shall be liable to any Lenderfor (i) any action taken or omitted in connection herewith at the request or with the approval of theLenders or the Lenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) anyaction taken or omitted in the absence of gross negligence or willful misconduct as determined in a finaland non-appealable judgment by a court of competent jurisdiction; or (iii) the due execution,effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit orLetter of Credit Issuance Request. The Borrower hereby assumes all risks of the acts or omissions of anybeneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption isnot intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may haveagainst the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, anyAgent-Related Person, nor any of the respective correspondents, participants or assignees of any L/CIssuer, shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section2.03(e) or any error, omission, interruption, loss or delay in transmission or delivery of any draft, noticeor other communication under or relating to any Letter of Credit (including any document required tomake a drawing thereunder), any error in interpretation of technical terms or any consequence arisingfrom causes beyond the control of such L/C Issuer; provided that anything in such clauses to the contrarynotwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liableto the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential orexemplary, damages suffered by the Borrower which are caused by such L/C Issuer’s failure to exercisecare when determining whether drafts and other documents presented under a Letter of Credit complywith the terms thereof. The parties hereto expressly agree that, in the absence of willful misconduct orgross negligence on the part of the relevant L/C Issuer or such L/C Issuer’s willful or grossly negligentfailure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft andcertificate(s) strictly complying with the terms and conditions of a Letter of Credit, in each case, asdetermined in a final and non-appealable judgment by a court of competent jurisdiction, such L/C Issuershall be deemed to have exercised care in each such determination. In furtherance and not in limitation ofthe foregoing, each L/C Issuer may accept documents that appear on their face to be in order, withoutresponsibility for further investigation, regardless of any notice or information to the contrary, and no L/CIssuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning orpurporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof,in whole or in part, which may prove to be invalid or ineffective for any reason, or refuse to accept andmake payment upon such documents if such documents are not in compliance with the terms of suchLetter of Credit.(g) Cash Collateral. If (i) as of the Letter of Credit Expiration Date, any Letter of Creditmay for any reason remain outstanding and partially or wholly undrawn (and without limiting therequirements of Section 2.03(a)(ii)(C)), (ii) any Event of Default occurs and is continuing and theAdministrative Agent or the Lenders holding a majority of the Revolving Credit Commitments, asapplicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02 or(iii) an Event of Default set forth under Section 8.01(f) occurs and is continuing, the Borrower shall CashCollateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to suchOutstanding Amount determined as of the date of such Event of Default or the Letter of Credit Expiration104

Date, as the case may be), and shall do so not later than 2:00 p.m., New York City time on (x) in the caseof the immediately preceding clauses (i) and (ii), (1) the Business Day that the Borrower receives noticethereof, if such notice is received on such day prior to 12:00 noon, New York City time or (2) if clause (1) above does not apply, the Business Day immediately following the day that the Borrower receivessuch notice and (y) in the case of the immediately preceding clause (iii), the Business Day on which anEvent of Default set forth under Section 8.01(f) occurs or, if such day is not a Business Day, the BusinessDay immediately succeeding such day. At any time that there shall exist a Defaulting Lender,immediately upon the request of the Administrative Agent, the L/C Issuer or the Swing Line Lender, theBorrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover allFronting Exposure (after giving effect to Section 2.17(a)(iv) and any Cash Collateral provided by theDefaulting Lender). For purposes hereof, “Cash Collateralize” means to pledge and deposit with ordeliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the AppropriateLenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”)pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent andthe relevant L/C Issuer (which documents are hereby consented to by the Appropriate Lenders).Derivatives of such term have corresponding meanings. The Borrower hereby grants to theAdministrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders of theapplicable Facility, a security interest in all such cash, deposit accounts and all balances therein and allproceeds of the foregoing. Cash Collateral shall be maintained in a Cash Collateral Account and may beinvested in readily available Cash Equivalents as directed by the Borrower. If at any time theAdministrative Agent determines that any funds held as Cash Collateral are expressly subject to any ▇▇▇▇▇▇▇ claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that thetotal amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, theBorrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, asadditional funds to be deposited and held in the Cash Collateral Account, an amount equal to the excessof (a) such aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as CashCollateral that the Administrative Agent reasonably determines to be free and clear of any such right andclaim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, suchfunds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C ▇▇▇▇▇▇.▇▇ the extent the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/CObligations and so long as no Event of Default has occurred and is continuing, the excess shall berefunded to the Borrower. To the extent any Event of Default giving rise to the requirement to CashCollateralize any Letter of Credit pursuant to this Section 2.03(g) is cured or otherwise waived by theRequired Lenders, then so long as no other Event of Default has occurred and is continuing, all CashCollateral pledged to Cash Collateralize such Letter of Credit shall be refunded to the Borrower.(h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for theaccount of the Revolving Credit Lenders for the applicable Revolving Credit Facility (in accordance withtheir Pro Rata Share or other applicable share provided for under this Agreement of the Non-ExtendedRevolving Credit Facility or Extended Revolving Credit Facility, as applicable) a Letter of Credit fee inDollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate forRevolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to bedrawn under such Letter of Credit (whether or not such maximum amount is then in effect under suchLetter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter ofCredit); provided, however, any Letter of Credit fees otherwise payable for the account of a DefaultingLender with respect to any Letter of Credit as to which such Defaulting Lender has not provided CashCollateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximumextent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments intheir respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with thebalance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shallbe computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in105

Dollars on the last Business Day of each March, June, September and December, commencing with thefirst such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Dateand thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loansduring any quarter, the daily maximum amount of each Letter of Credit shall be computed and multipliedby such Applicable Rate separately for each period during such quarter that such Applicable Rate was ineffect. (i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. TheBorrower shall pay directly to each L/C Issuer for its own account, in Dollars, a fronting fee with respectto each Letter of Credit issued by it equal to 0.125% per annum of the Dollar Equivalent of the aggregateface amount of such Letter of Credit. Such fronting fees shall be computed on a quarterly basis in arrears.Such fronting fees shall be due and payable in Dollars on the last Business Day of each March, June,September and December, commencing with the first such date to occur after the issuance of such Letterof Credit, on the Letter of Credit Expiration Date and thereafter on demand. In addition, the Borrowershall pay directly to each L/C Issuer for its own account, in Dollars, with respect to each Letter of Creditissued by it the customary issuance, presentation, amendment and other processing fees, and otherstandard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect.Such customary fees and standard costs and charges are due and payable within ten (10) Business Days ofdemand and are nonrefundable.(j) Conflict with Letter of Credit Issuance Request. Notwithstanding anything else to thecontrary in this Agreement or any Letter of Credit Issuance Request, in the event of any conflict betweenthe terms hereof and the terms of any Letter of Credit Issuance Request, the terms hereof shall control.(k) Addition of an L/C Issuer. A Revolving Credit Lender may become an additional L/CIssuer hereunder pursuant to a written agreement among the Borrower, the Administrative Agent and suchRevolving Credit Lender. The Administrative Agent shall notify the Revolving Credit Lenders of anysuch additional L/C Issuer.(l) Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter ofCredit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter ofCredit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its termsor the terms of any document related thereto, provides for one or more automatic increases in the statedamount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of themaximum stated amount of such Letter of Credit after giving effect to all such increases, whether or notsuch maximum stated amount is in effect at such time.(m) Reporting. Each L/C Issuer will report in writing to the Administrative Agent (i) on thefirst Business Day of each calendar month, the aggregate face amount of Letters of Credit issued by it andoutstanding as of the last Business Day of the preceding calendar month (and on such other dates as theAdministrative Agent may request), (ii) on or prior to each Business Day on which such L/C Issuerexpects to issue, amend, renew or extend any Letter of Credit, the date of such issuance or amendment,and the aggregate face amount of Letters of Credit to be issued, amended, renewed or extended by it andoutstanding after giving effect to such issuance, amendment, renewal or extension (and such L/C Issuershall advise the Administrative Agent on such Business Day whether such issuance, amendment, renewalor extension occurred and whether the amount thereof changed), (iii) on each Business Day on whichsuch L/C Issuer makes any L/C Disbursement, the date and amount of such L/C Disbursement and (iv) onany Business Day on which the Borrower fails to reimburse an L/C Disbursement required to bereimbursed to such L/C Issuer on such day, the date and amount of such failure.106

(n) Provisions Related to Letters of Credit in respect of Extending Revolving CreditCommitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving CreditCommitments occurs prior to the expiry date of any Letter of Credit, then (i) if consented to by the L/CIssuer which issued such Letter of Credit, if one or more other tranches of Revolving CreditCommitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are thenin effect, such Letters of Credit for which consent has been obtained shall automatically be deemed tohave been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchaseparticipations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Sections 2.03(c) and (d)) under (and ratably participated in by Lenders pursuant to) the Revolving CreditCommitments in respect of such non-terminating tranches up to an aggregate amount not to exceed theaggregate amount of the unutilized Revolving Credit Commitments thereunder at such time (it beingunderstood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extentnot reallocated pursuant to immediately preceding clause (i), the Borrower shall Cash Collateralize anysuch Letter of Credit in accordance with Section 2.03(g). Upon the maturity date of any tranche ofRevolving Credit Commitments, the sublimit for Letters of Credit may be reduced as agreed between theL/C Issuers and the Borrower, without the consent of any other Person.(o) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issuedor outstanding hereunder is in support of any obligations of, or is for the account of, a RestrictedSubsidiary, the Borrower shall be obligated to reimburse the applicable L/C Issuer hereunder for any andall drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Lettersof Credit for the account of Restricted Subsidiaries inures to the benefit of the Borrower, and that theBorrower’s business derives substantial benefits from the businesses of such Restricted Subsidiaries. Inthe event that the Borrower requests any Letter of Credit to be issued for the benefit or account of aRestricted Subsidiary, such Restricted Subsidiary shall deliver documentation (including, withoutlimitation, customary letter of credit requests and reimbursement agreements) as may be reasonablyrequested by the Administrative Agent or the applicable L/C Issuer.(p) Provisions Related to Extending Revolving Credit Commitments. In connection with theestablishment of any Extending Revolving Credit Commitments or Other Revolving Credit Commitmentsand subject to the availability of unused Commitments with respect to such Class and the satisfaction ofthe conditions set forth in Section 4.02, the Borrower may with the written consent of the applicable L/CIssuer designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class ofExtending Revolving Credit Commitments or Other Revolving Credit Commitments. Upon suchdesignation such Letter of Credit shall no longer be deemed to be issued and outstanding under such priorClass and shall instead be deemed to be issued and outstanding under such Class of Extending RevolvingCredit Commitments or Other Revolving Credit Commitments.(q) Replacement of an L/C Issuer. An L/C Issuer may be replaced at any time by writtenagreement among the Borrower, the Administrative Agent, the replaced L/C Issuer and the successor L/▇▇▇▇▇▇▇. The Administrative Agent shall notify the Lenders of any such replacement of an L/C Issuer.From and after the effective date of any such replacement, (x) the successor L/C Issuer shall have all therights and obligations of the L/C Issuer being replaced under this Agreement with respect to Letters ofCredit to be issued thereafter and (y) references herein to the term “L/C Issuer” shall be deemed to refer tosuch successor or to any previous L/C Issuer, or to such successor and all current and previous L/CIssuers, as the context shall require. After the replacement of an L/C Issuer hereunder, the replaced L/CIssuer shall remain a party hereto and shall continue to have all the rights and obligations of an L/C Issuerunder this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall notbe required to issue additional Letters of Credit. 107

(r) Resignation of an L/C Issuer. Subject to the appointment and acceptance of a successorL/C Issuer, any L/C Issuer may resign as an L/C Issuer at any time upon thirty days’ prior written noticeto the Administrative Agent, the Borrower and the Lenders, in which case, such L/C Issuer shall bereplaced in accordance with Section 2.03(q) above.(s) Existing Letters of Credit. The parties hereto agree that the Existing Letters of Creditshall be deemed Letters of Credit for all purposes under this Agreement, without any further action by theBorrower.Section 2.04. Swing Line Loans.(a) The Swing Line. (i) Subject to the terms and conditions set forth herein, Bank of America, inits capacity as Swing Line Lender, agrees to make loans in Dollars to the Borrower (each such loan, a“Swing Line Loan”), from time to time on any Business Day during the period beginning on theBusiness Day after the Closing Date and until the Maturity Date of the Extended Revolving CreditFacility in an aggregate principal amount not to exceed at any time outstanding the amount of the SwingLine Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro RataShare or other applicable share provided for under this Agreement of the Outstanding Amount ofRevolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed theamount of such Swing Line Lender’s Revolving Credit Commitment; provided that, after giving effect toany Swing Line Loan, (x) the Revolving Credit Exposure shall not exceed the aggregate Revolving CreditCommitments and (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender,plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of theOutstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share or other applicable shareprovided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceedsuch Lender’s Revolving Credit Commitment then in effect; provided, further, that the Borrower shall notuse the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within theforegoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow underthis Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing LineLoan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each RevolvingCredit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase fromthe Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product ofsuch Lender’s Pro Rata Share or other applicable share provided for under this Agreement times theamount of such Swing Line Loan.(ii) On the Amendment No. 512 Effective Date, the participations in any outstanding Swing LineLoans shall be reallocated so that after giving effect thereto the Non-Extended Revolving Credit Lendersand the Extended2025 Incremental Revolving Credit Lenders shall share ratably in the outstanding SwingLine Loans in accordance with their respective Pro Rata Share of the aggregate Revolving CreditCommitments (including both the Non-Extended Revolving Credit Commitments and the ExtendedRevolving Credit Commitments from time to time in effect). Thereafter, until the Maturity Date withrespect to the Non-Extended Revolving Credit Facility, the participations in any new Swing Line Loansshall be allocated ratably in accordance with the Revolving Credit Lenders’ respective Pro Rata Share ofthe aggregate Revolving Credit Commitments (including both the Non-Extended Revolving CreditCommitments and the Extended Revolving Credit Commitments). On the Maturity Date with respect tothe Non-Extended Revolving Credit Facility all then outstanding Swing Line Loans shall be repaid in full(and there shall be no adjustment to the participations in such Swing Line Loans as a result of theoccurrence of such Maturity Date); provided, however, that if, and only to the extent that, on the MaturityDate with respect to the Non-Extended Revolving Credit Facility (after giving effect to any repayments ofRevolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in Section2.03(d)(iii)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that all or108

a portion of the then outstanding Swing Line Loans could be incurred pursuant the Extended RevolvingCredit Commitments and in compliance with the Swing Line Sublimit, then there shall be an automaticadjustment on the Maturity Date with respect to the Non-Extended Revolving Credit Facility of theparticipations in such Swing Line Loans, the same shall be deemed to have been incurred solely pursuantto the Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required tobe repaid in full on the Maturity Date with respect to the Non-Extended Revolving Credit Facility..(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’sirrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given bytelephone or Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender andthe Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing dateand shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of$500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) therequested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmedpromptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing LineLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptlyafter receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), theSwing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that theAdministrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lenderwill notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless theSwing Line Lender has received notice (by telephone or in writing) from the Administrative Agent(including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on thedate of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such SwingLine Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a),or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then,subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New YorkCity time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its SwingLine Loan available to the Borrower at its office by crediting the account of the Borrower on the books ofthe Swing Line Lender in immediately available funds. Notwithstanding anything to the contrarycontained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not beobligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lenderunless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and theBorrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such SwingLine Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuerreasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or DefaultingLenders’ Pro Rata Share of the outstanding Swing Line Loans.(c) Refinancing of Swing Line Loans.(i) The Swing Line Lender at any time in its sole and absolute discretion mayrequest, on behalf of the Borrower (which hereby irrevocably authorizes such Swing Line Lenderto so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in anamount equal to such ▇▇▇▇▇▇’s Pro Rata Share or other applicable share provided for under thisAgreement of the amount of Swing Line Loans then outstanding. Such request shall be made inwriting (which written request shall be deemed to be a Committed Loan Notice for purposeshereof) and in accordance with the requirements of Section 2.02, without regard to the minimumand multiples specified therein for the principal amount of Base Rate Loans, but subject to theunutilized portion of the aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicableCommitted Loan Notice promptly after delivering such notice to the Administrative Agent. Each109

Revolving Credit Lender shall make an amount equal to its Pro Rata Share or other applicableshare provided for under this Agreement of the amount specified in such Committed Loan Noticeavailable to the Administrative Agent in Same Day Funds for the account of the Swing LineLender at the Administrative Agent’s Office for Dollar-denominated payments not later than 1:00p.m. New York City time on the day specified in such Committed Loan Notice, whereupon,subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shallbe deemed to have made a Base Rate Loan to the Borrower in such amount. The AdministrativeAgent shall remit the funds so received to the Swing Line Lender.(ii) If for any reason any Swing Line Loan cannot be refinanced by such a RevolvingCredit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loanssubmitted by the Swing Line Lender as set forth herein shall be deemed to be a request by theSwing Line Lender that each of the Revolving Credit Lenders fund its risk participation in therelevant Swing Line Loan and each Revolving Credit Lender’s payment to the AdministrativeAgent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemedpayment in respect of such participation.(iii) If any Revolving Credit Lender fails to make available to the AdministrativeAgent for the account of the Swing Line Lender any amount required to be paid by the Lenderpursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting throughthe Administrative Agent), on demand, such amount with interest thereon for the period from thedate such payment is required to the date on which such payment is immediately available to theSwing Line Lender at a rate per annum equal to the Overnight Bank Funding Rate from time totime in effect, plus any reasonable administrative, processing or similar fees customarily chargedby the Swing Line Lender in connection with the foregoing. A certificate of the Swing LineLender submitted to any Lender (through the Administrative Agent) with respect to any amountsowing under this clause (iii) shall be conclusive absent manifest error.(iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or topurchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shallbe absolute and unconditional and shall not be affected by any circumstance, including (A) anysetoff, counterclaim, recoupment, defense or other right which such Lender may have against theSwing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) theoccurrence or continuance of a Default, or (C) any other occurrence, event or condition, whetheror not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation tomake Revolving Credit Loans pursuant to this Section 2.04(c) (but not to purchase and fund riskparticipations in Swing Line Loans) is subject to the conditions set forth in Section 4.02. No suchfunding of risk participations shall relieve or otherwise impair the obligation of the Borrower torepay Swing Line Loans, together with interest as provided herein.(d) Repayment of Participations.(i) At any time after any Revolving Credit Lender has purchased and funded a riskparticipation in a Swing Line Loan, if the Swing Line Lender receives any payment on account ofsuch Swing Line Loan, the Swing Line Lender will distribute to such Lender its Pro Rata Shareor other applicable share provided for under this Agreement of such payment (appropriatelyadjusted, in the case of interest payments, to reflect the period of time during which suchLender’s risk participation was funded) in the same funds as those received by the Swing LineLender. 110

(ii) If any payment received by the Swing Line Lender in respect of principal orinterest on any Swing Line Loan is required to be returned by the Swing Line Lender under anyof the circumstances described in Section 10.06 (including pursuant to any settlement entered intoby the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the SwingLine Lender its Pro Rata Share or other applicable share provided for under this Agreementthereof on demand of the Administrative Agent, plus interest thereon from the date of suchdemand to the date such amount is returned, at a rate per annum equal to the Federal FundsEffective Rate. The Administrative Agent will make such demand upon the request of the SwingLine Lender.(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsiblefor invoicing the Borrower for interest on the Swing Line Loans. Until each Revolving Credit Lenderfunds its Base Rate Loan, Eurocurrency Rate Loan, Term SOFR Loan or risk participation pursuant tothis Section 2.04 to refinance such Lender’s Pro Rata Share of any Swing Line Loan, interest in respect ofsuch Pro Rata Share shall be solely for the account of the Swing Line Lender.(f) Payments Directly to Swing Line Lender. The Borrower shall make all payments ofprincipal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.(g) Provisions Related to Extending Revolving Credit Commitments. If the maturity dateshall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring CreditCommitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are ineffect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, the“Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, ifconsented to by the applicable Swing Line Lender, on the earliest occurring maturity date such SwingLine Loan shall be deemed reallocated to the tranche or tranches of the Non-Expiring CreditCommitments on a pro rata basis; provided that (x) to the extent that the amount of such reallocationwould cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring CreditCommitments, immediately prior to such reallocation the amount of Swing Line Loans to be reallocatedequal to such excess shall be repaid or Cash Collateralized and (y) notwithstanding the foregoing, if aDefault or Event of Default has occurred and is continuing, the Borrower shall still be obligated to paySwing Line Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments atthe maturity date of the Expiring Credit Commitment or if the Loans have been accelerated prior to thematurity date of the Expiring Credit Commitment. Upon the maturity date of any tranche of RevolvingCredit Commitments, the sublimit for Swing Line Loans may be reduced as agreed between the SwingLine Lender and the Borrower, without the consent of any other Person.(h) Replacement of the Swing Line Lender. The Swing Line Lender may be replaced at anytime by written agreement among the Borrower, the Administrative Agent, the replaced Swing LineLender and the successor Swing Line Lender. The Administrative Agent shall notify the Lenders of anysuch replacement of a Swing Line Lender. From and after the effective date of any such replacement, (x)the successor Swing Line Lender shall have all the rights and obligations of the replaced Swing LineLender under this Agreement with respect to Swing Line Loans made thereafter and (y) references hereinto the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous SwingLine Lender, or to such successor and all previous Swing Line Lenders, as the context shall require. Afterthe replacement of a Swing Line Lender hereunder, the replaced Swing Line Lender shall remain a partyhereto and shall continue to have all the rights and obligations of a Swing Line Lender under thisAgreement with respect to Swing Line Loans made by it prior to its replacement, but shall not be requiredto make additional Swing Line Loans. 111

(i) Resignation of the Swing Line Lender. Subject to the appointment and acceptance of asuccessor Swing Line Lender, the Swing Line Lender may resign as a Swing Line Lender at any timeupon thirty days’ prior written notice to the Administrative Agent, the Borrower and the Lenders, inwhich case, such Swing Line Lender shall be replaced in accordance with Section 2.04(h) above.Section 2.05. Prepayments. (a) Optional.(i) The Borrower may, upon, subject to clause (iii) below, written notice to theAdministrative Agent by the Borrower, at any time or from time to time voluntarily prepay TermLoans of any Class and Revolving Credit Loans in whole or in part without premium or penalty(subject to Section 2.05(a)(iv)); provided that (1) such notice must be received by theAdministrative Agent not later than 1:00 p.m. New York City time (A) three Business Days priorto any date of prepayment of Eurocurrency Rate Loans, (B) two Business Days prior to any dateof prepayment of Term SOFR Loans and (C) one Business Day prior to any prepayment of BaseRate Loans or Daily SOFR Loans, in each case, unless the Administrative Agent agrees to ashorter period in its discretion; (1) any prepayment of Eurocurrency Rate Loans or Term SOFRLoans shall be in a minimum Principal Amount of $1,000,000, or a whole multiple of $250,000in excess thereof; and (2) any prepayment of Base Rate Loans or Daily SOFR Loans shall be in aminimum Principal Amount of $500,000 or a whole multiple of $100,000 in excess thereof or, ineach case, if less, the entire Principal Amount thereof then outstanding. Each such notice shallspecify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to beprepaid; provided that from the Amendment No. 5 Effective Date until the Maturity Date withrespect to the Non-Extended Revolving Credit Facility, all Revolving Credit Loans shall beprepaid on a pro rata basis between the Non-Extended Revolving Credit Facility and theExtended Revolving Credit Facility. The Administrative Agent will promptly notify eachAppropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ProRata Share or other applicable share provided for under this Agreement of such prepayment.Subject to Section 2.05(iii) below, if such notice is given by the Borrower, the Borrower shallmake such prepayment and the payment amount specified in such notice shall be due and payableon the date specified therein. Any prepayment of a Eurocurrency Rate Loan or a Term SOFRLoan shall be accompanied by all accrued interest thereon to such date, together with, in the caseof Eurocurrency Rate Loans, any additional amounts required pursuant to Section 3.05. In thecase of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in itssole discretion select the Borrowing or Borrowings (and the order of maturity of principalpayments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordancewith their respective Pro Rata Shares or other applicable share as provided for under thisAgreement.(ii) The Borrower may, upon, subject to clause (iii) below, written notice to theSwing Line Lender (with a copy to the Administrative Agent), at any time or from time to time,voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; providedthat (1) such notice must be received by the Swing Line Lender and the Administrative Agent notlater than 1:00 p.m. New York City time on the date of the prepayment, and (2) any suchprepayment shall be in a minimum Principal Amount of $500,000 or a whole multiple of$100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Eachsuch notice shall specify the date and amount of such prepayment. If such notice is given by theBorrower, the Borrower shall make such prepayment and the payment amount specified in suchnotice shall be due and payable on the date specified therein.(iii) Notwithstanding anything to the contrary contained in this Agreement, subject tothe payment of any amounts owing pursuant to Section 3.05, the Borrower may rescind any112

notice of prepayment under Sections 2.05(a)(i) or 2.05(a)(ii) if such prepayment would haveresulted from a refinancing of all or a portion of the applicable Facility, which refinancing shallnot be consummated or shall otherwise be delayed. Each prepayment of any Class of TermLoans pursuant to this Section 2.05(a) shall be applied in an order of priority to repaymentsthereof required pursuant to Section 2.07(a) as directed by the Borrower (which may be appliedto any specific Class, tranche or facility of Indebtedness) and, absent such direction, shall beapplied in direct order of maturity to repayments thereof required pursuant to Section 2.07(a).(iv) In the event that, on or prior to the six-month anniversary of the Amendment No.11 Effective Date, the Borrower (x) prepays, refinances, substitutes or replaces any SeventhIncremental Term Loans pursuant to a Repricing Transaction (including, for avoidance of doubt,any prepayment made pursuant to Section 2.05(b)(iii) that constitutes a Repricing Transaction),or (y) effects any amendment, amendment and restatement or other modification of thisAgreement resulting in a Repricing Transaction, the Borrower shall pay to the AdministrativeAgent, for the ratable account of each of the applicable Seventh Incremental Term Lenders, (1) inthe case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of theSeventh Incremental Term Loans incurred on the Amendment No. 11 Effective Date so prepaid,refinanced, substituted or replaced and (2) in the case of clause (y), a fee equal to 1.00% of theaggregate principal amount of the applicable Seventh Incremental Term Loans amended orotherwise modified pursuant to such amendment. If, on or prior to the six-month anniversary ofthe Amendment No. 11 Effective Date, any Seventh Incremental Term Lender that is a Non-Consenting Lender and is replaced pursuant to Section 3.07(a) in connection with anyamendment, amendment and restatement or other modification of this Agreement resulting in aRepricing Transaction, such Seventh Incremental Term Lender (and not any Person who replacessuch Seventh Incremental Term Lender pursuant to Section 3.07(a)) shall receive its pro rataportion (as determined immediately prior to it being so replaced) of the prepayment premium orfee described in the preceding sentence. Such amounts shall be due and payable on the date ofeffectiveness of such Repricing Transaction.(v) Notwithstanding anything in any Loan Document to the contrary, so long as noDefault has occurred and is continuing and, only to the extent funded at a discount, no proceedsof Revolving Credit Borrowings are applied to fund any such repayment, any Company Partymay prepay the outstanding Term Loans (which shall, for the avoidance of doubt, beautomatically and permanently canceled immediately upon such prepayment) (or Holdings, theBorrower or any of its Subsidiaries may purchase such outstanding Term Loans and immediatelycancel them) on the following basis:(A) Any Company Party shall have the right to make a voluntary prepaymentof Term Loans at a discount to par pursuant to a Borrower Offer of Specified DiscountPrepayment, Borrower Solicitation of Discount Range Prepayment Offers or BorrowerSolicitation of Discounted Prepayment Offers (any such prepayment, the “DiscountedTerm Loan Prepayment”), in each case made in accordance with this Section2.05(a)(v); provided that no Company Party shall initiate any action under this Section2.05(a)(v) in order to make a Discounted Term Loan Prepayment unless (I) at least ten(10) Business Days shall have passed since the consummation of the most recentDiscounted Term Loan Prepayment as a result of a prepayment made by a CompanyParty on the applicable Discounted Prepayment Effective Date; or (II) at least threeBusiness Days shall have passed since the date the Company Party was notified that noTerm Lender was willing to accept any prepayment of any Term Loan at the SpecifiedDiscount, within the Discount Range or at any discount to par value, as applicable, or in113

the case of Borrower Solicitation of Discounted Prepayment Offers, the date of anyCompany Party’s election not to accept any Solicited Discounted Prepayment Offers.(B) (I) Subject to the proviso to subsection (A) above, any Company Partymay from time to time offer to make a Discounted Term Loan Prepayment by providingthe Auction Agent with five (5) Business Days’ notice in the form of a SpecifiedDiscount Prepayment Notice; provided that (II) any such offer shall be made available, atthe sole discretion of the Company Party, to (x) each Term Lender and/or (y) each TermLender with respect to any Class of Term Loans on an individual tranche basis, (III) anysuch offer shall specify the aggregate principal amount offered to be prepaid (the“Specified Discount Prepayment Amount”) with respect to each applicable tranche, thetranche or tranches of Term Loans subject to such offer and the specific percentagediscount to par (the “Specified Discount”) of such Term Loans to be prepaid (it beingunderstood that different Specified Discounts and/or Specified Discount PrepaymentAmounts may be offered with respect to different tranches of Term Loans and, in suchevent, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(v)(B)), (IV) the Specified Discount Prepayment Amount shall be in anaggregate principal amount not less than $10,000,000 and whole increments of$1,000,000 in excess thereof and (V) each such offer shall remain outstanding throughthe Specified Discount Prepayment Response Date. The Auction Agent will promptlyprovide each Appropriate Lender with a copy of such Specified Discount PrepaymentNotice and a form of the Specified Discount Prepayment Response to be completed andreturned by each such Term Lender to the Auction Agent (or its delegate) by no later than5:00 p.m. (New York City time), on the third Business Day after the date of delivery ofsuch notice to such Lenders (the “Specified Discount Prepayment Response Date”).(1) Each Term Lender receiving such offer shall notify the AuctionAgent (or its delegate) by the Specified Discount Prepayment Response Datewhether or not it agrees to accept a prepayment of any of its applicable thenoutstanding Term Loans at the Specified Discount and, if so (such acceptingLender, a “Discount Prepayment Accepting Lender”), the amount and thetranches of such Lender’s Term Loans to be prepaid at such offered discount.Each acceptance of a Discounted Term Loan Prepayment by a DiscountPrepayment Accepting Lender shall be irrevocable. Any Term Lender whoseSpecified Discount Prepayment Response is not received by the Auction Agentby the Specified Discount Prepayment Response Date shall be deemed to havedeclined to accept the applicable Borrower Offer of Specified DiscountPrepayment.(2) If there is at least one Discount Prepayment Accepting Lender,the relevant Company Party will make a prepayment of outstanding Term Loanspursuant to this paragraph (B) to each Discount Prepayment Accepting Lender inaccordance with the respective outstanding amount and tranches of Term Loansspecified in such Lender’s Specified Discount Prepayment Response givenpursuant to subsection (1) above; provided that if the aggregate principal amountof Term Loans accepted for prepayment by all Discount Prepayment AcceptingLenders exceeds the Specified Discount Prepayment Amount, such prepaymentshall be made pro rata among the Discount Prepayment Accepting Lenders inaccordance with the respective principal amounts accepted to be prepaid by eachsuch Discount Prepayment Accepting Lender and the Auction Agent (inconsultation with such Company Party and subject to rounding requirements of114

the Auction Agent made in its reasonable discretion) will calculate such proration(the “Specified Discount Proration”). The Auction Agent shall promptly, andin any case within three Business Days following the Specified DiscountPrepayment Response Date, notify (I) the relevant Company Party of therespective Term Lenders’ responses to such offer, the Discounted PrepaymentEffective Date and the aggregate principal amount of the Discounted Term LoanPrepayment and the tranches to be prepaid, (II) each Term Lender of theDiscounted Prepayment Effective Date, and the aggregate principal amount andthe tranches of Term Loans to be prepaid at the Specified Discount on such dateand (III) each Discount Prepayment Accepting Lender of the Specified DiscountProration, if any, and confirmation of the principal amount, tranche and Type ofTerm Loans of such Lender to be prepaid at the Specified Discount on such date.Each determination by the Auction Agent of the amounts stated in the foregoingnotices to the Company Party and such Term Lenders shall be conclusive andbinding for all purposes absent manifest error. The payment amount specified insuch notice to the Company Party shall be due and payable by such CompanyParty on the Discounted Prepayment Effective Date in accordance withsubsection (F) below (subject to subsection (J) below).(C) (1) Subject to the proviso to subsection (A) above, any CompanyParty may from time to time solicit Discount Range Prepayment Offers by providing theAuction Agent with five (5) Business Days’ notice in the form of a Discount RangePrepayment Notice; provided that (I) any such solicitation shall be extended, at the solediscretion of such Company Party, to (x) each Term Lender and/or (y) each Term Lenderwith respect to any Class of Term Loans on an individual tranche basis, (II) any suchnotice shall specify the maximum aggregate principal amount of the relevant Term Loans(the “Discount Range Prepayment Amount”), the tranche or tranches of Term Loanssubject to such offer and the maximum and minimum percentage discounts to par (the“Discount Range”) of the principal amount of such Term Loans with respect to eachrelevant tranche of Term Loans willing to be prepaid by such Company Party (it beingunderstood that different Discount Ranges and/or Discount Range Prepayment Amountsmay be offered with respect to different tranches of Term Loans and, in such event, eachsuch offer will be treated as a separate offer pursuant to the terms of this Section2.05(a)(v)(C)), (III) the Discount Range Prepayment Amount shall be in an aggregateprincipal amount not less than $10,000,000 and whole increments of $1,000,000 inexcess thereof and (IV) each such solicitation by a Company Party shall remainoutstanding through the Discount Range Prepayment Response Date. The Auction Agentwill promptly provide each Appropriate Lender with a copy of such Discount RangePrepayment Notice and a form of the Discount Range Prepayment Offer to be submittedby a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m.(New York City time), on the third Business Day after the date of delivery of such noticeto such Lenders (the “Discount Range Prepayment Response Date”). Each TermLender’s Discount Range Prepayment Offer shall be irrevocable and shall specify adiscount to par within the Discount Range (the “Submitted Discount”) at which suchLender is willing to allow prepayment of any or all of its then outstanding Term Loans ofthe applicable tranche or tranches and the maximum aggregate principal amount andtranches of such Lender’s Term Loans (the “Submitted Amount”) such Term Lender iswilling to have prepaid at the Submitted Discount. Any Term Lender whose DiscountRange Prepayment Offer is not received by the Auction Agent by the Discount RangePrepayment Response Date shall be deemed to have declined to accept a Discounted115

Term Loan Prepayment of any of its Term Loans at any discount to their par value withinthe Discount Range.(2) The Auction Agent shall review all Discount Range PrepaymentOffers received on or before the applicable Discount Range PrepaymentResponse Date and shall determine (in consultation with such Company Partyand subject to rounding requirements of the Auction Agent made in its solereasonable discretion) the Applicable Discount and Term Loans to be prepaid atsuch Applicable Discount in accordance with this subsection (C). The relevantCompany Party agrees to accept on the Discount Range Prepayment ResponseDate all Discount Range Prepayment Offers received by Auction Agent by theDiscount Range Prepayment Response Date, in the order from the SubmittedDiscount that is the largest discount to par to the Submitted Discount that is thesmallest discount to par, up to and including the Submitted Discount that is thesmallest discount to par within the Discount Range (such Submitted Discountthat is the smallest discount to par within the Discount Range being referred to asthe “Applicable Discount”) which yields a Discounted Term Loan Prepaymentin an aggregate principal amount equal to the lower of (I) the Discount RangePrepayment Amount and (II) the sum of all Submitted Amounts. Each TermLender that has submitted a Discount Range Prepayment Offer to acceptprepayment at a discount to par that is larger than or equal to the ApplicableDiscount shall be deemed to have irrevocably consented to prepayment of TermLoans equal to its Submitted Amount (subject to any required proration pursuantto the following subsection (3)) at the Applicable Discount (each such TermLender, a “Participating Lender”).(3) If there is at least one Participating Lender, the relevantCompany Party will prepay the respective outstanding Term Loans of eachParticipating Lender in the aggregate principal amount and of the tranchesspecified in such Lender’s Discount Range Prepayment Offer at the ApplicableDiscount; provided that if the Submitted Amount by all Participating Lendersoffered at a discount to par greater than or equal to the Applicable Discountexceeds the Discount Range Prepayment Amount, prepayment of the principalamount of the relevant Term Loans for those Participating Lenders whoseSubmitted Discount is a discount to par greater than or equal to the ApplicableDiscount (the “Identified Participating Lenders”) shall be made pro rata amongthe Identified Participating Lenders in accordance with the Submitted Amount ofeach such Identified Participating Lender and the Auction Agent (in consultationwith such Company Party and subject to rounding requirements of the AuctionAgent made in its sole reasonable discretion) will calculate such proration (the“Discount Range Proration”). The Auction Agent shall promptly, and in anycase within five (5) Business Days following the Discount Range PrepaymentResponse Date, notify (I) the relevant Company Party of the respective TermLenders’ responses to such solicitation, the Discounted Prepayment EffectiveDate, the Applicable Discount, and the aggregate principal amount of theDiscounted Term Loan Prepayment and the tranches to be prepaid, (II) eachTerm Lender of the Discounted Prepayment Effective Date, the ApplicableDiscount, and the aggregate principal amount and tranches of Term Loans to beprepaid at the Applicable Discount on such date, (III) each Participating Lenderof the aggregate principal amount and tranches of such Term Lender to beprepaid at the Applicable Discount on such date, and (IV) if applicable, each116

Identified Participating Lender of the Discount Range Proration. Eachdetermination by the Auction Agent of the amounts stated in the foregoingnotices to the relevant Company Party and Term Lenders shall be conclusive andbinding for all purposes absent manifest error. The payment amount specified insuch notice to the Company Party shall be due and payable by such CompanyParty on the Discounted Prepayment Effective Date in accordance withsubsection (F) below (subject to subsection (J) below).(D) (1) Subject to the proviso to subsection (A) above, any CompanyParty may from time to time solicit Solicited Discounted Prepayment Offers by providingthe Auction Agent with five (5) Business Days’ notice in the form of a SolicitedDiscounted Prepayment Notice; provided that (I) any such solicitation shall be extended,at the sole discretion of such Company Party, to (x) each Term Lender and/or (y) eachLender with respect to any Class of Term Loans on an individual tranche basis, (II) anysuch notice shall specify the maximum aggregate principal amount of the Term Loans(the “Solicited Discounted Prepayment Amount”) and the tranche or tranches of TermLoans the Borrower is willing to prepay at a discount (it being understood that differentSolicited Discounted Prepayment Amounts may be offered with respect to differenttranches of Term Loans and, in such event, each such offer will be treated as a separateoffer pursuant to the terms of this Section 2.05(a)(v)(D)), (III) the Solicited DiscountedPrepayment Amount shall be in an aggregate principal amount not less than $10,000,000and whole increments of $1,000,000 in excess thereof and (IV) each such solicitation bya Company Party shall remain outstanding through the Solicited Discounted PrepaymentResponse Date. The Auction Agent will promptly provide each Appropriate Lender witha copy of such Solicited Discounted Prepayment Notice and a form of the SolicitedDiscounted Prepayment Offer to be submitted by a responding Lender to the AuctionAgent (or its delegate) by no later than 5:00 p.m. (New York City time), on the thirdBusiness Day after the date of delivery of such notice to such Term Lenders (the“Solicited Discounted Prepayment Response Date”). Each Term Lender’s SolicitedDiscounted Prepayment Offer shall (x) be irrevocable, (y) remain outstanding until theAcceptance Date, and (z) specify both a discount to par (the “Offered Discount”) atwhich such Term Lender is willing to allow prepayment of its then outstanding TermLoan and the maximum aggregate principal amount and tranches of such Term Loans(the “Offered Amount”) such Term Lender is willing to have prepaid at the OfferedDiscount. Any Term Lender whose Solicited Discounted Prepayment Offer is notreceived by the Auction Agent by the Solicited Discounted Prepayment Response Dateshall be deemed to have declined prepayment of any of its Term Loans at any discount.(2) The Auction Agent shall promptly provide the relevant CompanyParty with a copy of all Solicited Discounted Prepayment Offers received on orbefore the Solicited Discounted Prepayment Response Date. Such CompanyParty shall review all such Solicited Discounted Prepayment Offers and select thelargest of the Offered Discounts specified by the relevant responding TermLenders in the Solicited Discounted Prepayment Offers that is acceptable to theCompany Party (the “Acceptable Discount”), if any. If the Company Partyelects to accept any Offered Discount as the Acceptable Discount, then as soon aspracticable after the determination of the Acceptable Discount, but in no eventlater than by the third Business Day after the date of receipt by such CompanyParty from the Auction Agent of a copy of all Solicited Discounted PrepaymentOffers pursuant to the first sentence of this subsection (2) (the “AcceptanceDate”), the Company Party shall submit an Acceptance and Prepayment Notice117

to the Auction Agent setting forth the Acceptable Discount. If the Auction Agentshall fail to receive an Acceptance and Prepayment Notice from the CompanyParty by the Acceptance Date, such Company Party shall be deemed to haverejected all Solicited Discounted Prepayment Offers.(3) Based upon the Acceptable Discount and the SolicitedDiscounted Prepayment Offers received by Auction Agent by the SolicitedDiscounted Prepayment Response Date, within three Business Days after receiptof an Acceptance and Prepayment Notice (the “Discounted PrepaymentDetermination Date”), the Auction Agent will determine (in consultation withsuch Company Party and subject to rounding requirements of the Auction Agentmade in its sole reasonable discretion) the aggregate principal amount and thetranches of Term Loans (the “Acceptable Prepayment Amount”) to be prepaidby the relevant Company Party at the Acceptable Discount in accordance withthis Section 2.05(a)(v)(D). If the Company Party elects to accept any AcceptableDiscount, then the Company Party agrees to accept all Solicited DiscountedPrepayment Offers received by Auction Agent by the Solicited DiscountedPrepayment Response Date, in the order from largest Offered Discount tosmallest Offered Discount, up to and including the Acceptable Discount. EachTerm Lender that has submitted a Solicited Discounted Prepayment Offer with anOffered Discount that is greater than or equal to the Acceptable Discount shall bedeemed to have irrevocably consented to prepayment of Term Loans equal to itsOffered Amount (subject to any required pro rata reduction pursuant to thefollowing sentence) at the Acceptable Discount (each such Lender, a“Qualifying Lender”). The Company Party will prepay outstanding TermLoans pursuant to this subsection (D) to each Qualifying Lender in the aggregateprincipal amount and of the tranches specified in such Lender’s SolicitedDiscounted Prepayment Offer at the Acceptable Discount; provided that if theaggregate Offered Amount by all Qualifying Lenders whose Offered Discount isgreater than or equal to the Acceptable Discount exceeds the SolicitedDiscounted Prepayment Amount, prepayment of the principal amount of theTerm Loans for those Qualifying Lenders whose Offered Discount is greater thanor equal to the Acceptable Discount (the “Identified Qualifying Lenders”) shallbe made pro rata among the Identified Qualifying Lenders in accordance with theOffered Amount of each such Identified Qualifying Lender and the AuctionAgent (in consultation with such Company Party and subject to roundingrequirements of the Auction Agent made in its sole reasonable discretion) willcalculate such proration (the “Solicited Discount Proration”). On or prior to theDiscounted Prepayment Determination Date, the Auction Agent shall promptlynotify (I) the relevant Company Party of the Discounted Prepayment EffectiveDate and Acceptable Prepayment Amount comprising the Discounted Term LoanPrepayment and the tranches to be prepaid, (II) each Term Lender of theDiscounted Prepayment Effective Date, the Acceptable Discount, and theAcceptable Prepayment Amount of all Term Loans and the tranches to be prepaidto be prepaid at the Applicable Discount on such date, (III) each QualifyingLender of the aggregate principal amount and the tranches of such Term Lenderto be prepaid at the Acceptable Discount on such date, and (IV) if applicable,each Identified Qualifying Lender of the Solicited Discount Proration. Eachdetermination by the Auction Agent of the amounts stated in the foregoingnotices to such Company Party and Term Lenders shall be conclusive andbinding for all purposes absent manifest error. The payment amount specified in118

such notice to such Company Party shall be due and payable by such CompanyParty on the Discounted Prepayment Effective Date in accordance withsubsection (F) below (subject to subsection (J) below).(E) In connection with any Discounted Term Loan Prepayment, theCompany Parties and the Term Lenders acknowledge and agree that the Auction Agentmay require as a condition to any Discounted Term Loan Prepayment, the payment ofcustomary fees and expenses from a Company Party in connection therewith.(F) If any Term Loan is prepaid in accordance with paragraphs (B) through(D) above, a Company Party shall prepay such Term Loans on the DiscountedPrepayment Effective Date. The relevant Company Party shall make such prepayment tothe Administrative Agent, for the account of the Discount Prepayment AcceptingLenders, Participating Lenders, or Qualifying Lenders, as applicable, at theAdministrative Agent’s Office in immediately available funds not later than 11:00 a.m.(New York City time) on the Discounted Prepayment Effective Date and all suchprepayments shall be applied to the remaining principal installments of the relevanttranche of Loans on a pro rata basis across such installments. The Term Loans so prepaidshall be accompanied by all accrued and unpaid interest on the par principal amount soprepaid up to, but not including, the Discounted Prepayment Effective Date. Eachprepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(v) shall bepaid to the Discount Prepayment Accepting Lenders, Participating Lenders, or QualifyingLenders, as applicable, and shall be applied to the relevant Loans of such Lenders inaccordance with their respective Pro Rata Share. The aggregate principal amount of thetranches and installments of the relevant Term Loans outstanding shall be deemedreduced by the full par value of the aggregate principal amount of the tranches of TermLoans prepaid on the Discounted Prepayment Effective Date in any Discounted TermLoan Prepayment. In connection with each prepayment pursuant to this Section2.05(a)(v), the relevant Company Party shall waive any right to bring any action againstthe Administrative Agent, in its capacity as such, in connection with any such DiscountedTerm Loan Prepayment.(G) To the extent not expressly provided for herein, each Discounted TermLoan Prepayment shall be consummated pursuant to procedures consistent with theprovisions in this Section 2.05(a)(v), established by the Auction Agent acting in itsreasonable discretion and as reasonably agreed by the Borrower.(H) Notwithstanding anything in any Loan Document to the contrary, forpurposes of this Section 2.05(a)(v), each notice or other communication required to bedelivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed tohave been given upon Auction Agent’s (or its delegate’s) actual receipt during normalbusiness hours of such notice or communication; provided that any notice orcommunication actually received outside of normal business hours shall be deemed tohave been given as of the opening of business on the next Business Day.(I) Each of the Company Parties and the Term Lenders acknowledge andagree that the Auction Agent may perform any and all of its duties under this Section2.05(a)(v) by itself or through any Affiliate of the Auction Agent and expressly consentsto any such delegation of duties by the Auction Agent to such Affiliate and theperformance of such delegated duties by such Affiliate. The exculpatory provisionspursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its119

respective activities in connection with any Discounted Term Loan Prepayment providedfor in this Section 2.05(a)(v) as well as activities of the Auction Agent.(J) Each Company Party shall have the right, by written notice to theAuction Agent, to revoke in full (but not in part) its offer to make a Discounted TermLoan Prepayment and rescind the applicable Specified Discount Prepayment Notice,Discount Range Prepayment Notice or Solicited Discounted Prepayment Notice thereforat its discretion at any time on or prior to the applicable Specified Discount PrepaymentResponse Date (and if such offer is revoked pursuant to the preceding clauses, any failureby such Company Party to make any prepayment to a Lender, as applicable, pursuant tothis Section 2.05(a)(v) shall not constitute a Default or Event of Default under Section8.01 or otherwise).(b) Mandatory.(i) Within five (5) Business Days after financial statements have been deliveredpursuant to Section 6.01(a) (commencing with the fiscal year ending December 31, 2018) and therelated Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shallcause to be offered to be prepaid in accordance with clause (b) (vi) and (ix) below, an aggregateprincipal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) theApplicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by suchfinancial statements minus (B) the sum of (1) all voluntary prepayments, repurchases orredemptions of Term Loans made during such fiscal year or after year-end and prior to when suchExcess Cash Flow prepayment is due (including, in the case of Term Loans prepaid pursuant to (x) Section 2.05(a)(v), the actual purchase price paid in cash pursuant to a “Dutch Auction” and(y) open-market purchases pursuant to Section 10.07(l), the actual purchase price paid in cashpursuant to such purchase), (2) all voluntary prepayments, repurchases or redemptions ofRevolving Credit Loans during such fiscal year or after year-end and prior to when such ExcessCash Flow prepayment is due to the extent the Revolving Credit Commitments are permanentlyreduced by the amount of such payments, (3) all voluntary prepayments, repurchases orredemptions of any Incremental Equivalent First Lien Debt, Credit Agreement RefinancingIndebtedness, Permitted Ratio Debt, incurred Indebtedness under Section 7.03(g) and any otherIndebtedness (in the case of any revolving credit facilities, to the extent accompanied by apermanent reduction of the corresponding commitment), in each case secured on a pari passubasis with the Initial Term Loans, and repurchased or redeemed on a pro rata basis or less thanpro rata basis with the Initial Term Loans (except to the extent financed with proceeds of long-term funded Indebtedness (other than revolving loans)) during such fiscal year or after year-endand prior to when such Excess Cash Flow prepayment is due, (4) the amount of CapitalExpenditures or acquisitions of intellectual property to the extent not expensed and CapitalizedSoftware Expenditures accrued or made (or committed to be made) in cash during such period or,at the option of the Borrower, made after such period and prior to the date the Excess Cash Flowprepayment is due (it being understood that to the extent such Capital Expenditures oracquisitions are not actually made as committed in a subsequent period, such amount shall beadded back in calculating Excess Cash Flow for such subsequent period, to the extent financedwith internally generated cash or Borrowings under the Revolving Credit Facility), (5) theaggregate amount of all principal payments of Indebtedness of the Borrower or its RestrictedSubsidiaries made (or committed to be made) during such period or, at the option of theBorrower, made after such period and prior to the date the Excess Cash Flow prepayment is due(it being understood that to the extent such payments are not actually made as committed in asubsequent period, such amount shall be added back in calculating Excess Cash Flow for suchsubsequent period) (including (A) the principal component of payments in respect of Financing120

Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and(C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extentrequired due to a Disposition that resulted in an increase to Consolidated Net Income and not inexcess of the amount of such increase but excluding (X) all other voluntary and mandatoryprepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans andSwing Line Loans and (Y) all prepayments in respect of any other revolving credit facility,except in the case of clause (Y) to the extent there is an equivalent permanent reduction incommitments thereunder to the extent financed with internally generated cash), (6) cash paymentsby the Borrower and its Restricted Subsidiaries made (or committed to be made) during suchperiod or, at the option of the Borrower, made after such period and prior to the date the ExcessCash Flow prepayment is due (it being understood that to the extent such payments are notactually made as committed in a subsequent period, such amount shall be added back incalculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of theBorrower and its Restricted Subsidiaries other than Indebtedness, to the extent financed withinternally generated cash, (7) the amount of Investments and acquisitions made (or committed tobe made) by the Borrower and its Restricted Subsidiaries during such period or, at the option ofthe Borrower, made after such period and prior to the date the Excess Cash Flow prepayment isdue (it being understood that to the extent such Investments and acquisitions are not actuallymade as committed in a subsequent period, such amount shall be added back in calculatingExcess Cash Flow for such subsequent period) and paid (or committed to be paid) in cashpursuant to Section 7.02 (other than Section 7.02(a), (c) or (x)), to the extent financed withinternally generated cash or Borrowings under the Revolving Credit Facility, (8) the amount ofRestricted Payments paid in cash (or committed to be paid) during such period or, at the option ofthe Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment isdue (it being understood that to the extent such payments are not actually paid as committed in asubsequent period, such amount shall be added back in calculating Excess Cash Flow for suchsubsequent period) pursuant to Section 7.06(i) (clauses (i), (ii) or (iii) only) or Section 7.06(g), tothe extent financed with internally generated cash or Borrowings under the Revolving CreditFacility, (9) the aggregate amount of expenditures made (or committed to be made) by theBorrower and its Restricted Subsidiaries in cash during such period or, at the option of theBorrower, made after such period and prior to the date the Excess Cash Flow prepayment is due(it being understood that to the extent such expenditures are not actually made as committed in asubsequent period, such amount shall be added back in calculating Excess Cash Flow for suchsubsequent period) (including expenditures for the payment of financing fees) to the extent thatsuch expenditures are not expensed during such period, to the extent financed with internallygenerated cash, (10) the aggregate amount of any premium, make-whole or penalty paymentspaid (or committed to be paid) in cash by the Borrower and its Restricted Subsidiaries duringsuch period or, at the option of the Borrower, paid after such period and prior to the date theExcess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, suchamount shall be added back in calculating Excess Cash Flow for such subsequent period) that arerequired to be made in connection with any prepayment of Indebtedness, to the extent financedwith internally generated cash and (11) the amount of cash taxes paid (or committed to be paid) insuch period or, at the option of the Borrower, paid after such period and prior to the date theExcess Cash Flow prepayment is due (it being understood that to the extent such taxes are notactually paid as committed in a subsequent period, such amount shall be added back incalculating Excess Cash Flow for such subsequent period) to the extent they exceed the amountof tax expense deducted in determining Consolidated Net Income for such period, in the case ofeach of the immediately preceding clauses (1) through (11), without duplication of any deductionfrom Excess Cash Flow in any prior period; provided that prepayments pursuant to this Section2.05(b)(i) shall only be required for any fiscal year if the amount of ECF Prepayment Amount for121

such fiscal year is greater than $25,000,000; provided, further, that, for the avoidance of doubt,only amounts in excess of such $25,000,000 shall be prepaid pursuant to this Section 2.05(b)(i).(ii) If (x) the Borrower or any Restricted Subsidiary of the Borrower Disposes of anyproperty or assets (other than any Disposition of any property or assets permitted by Sections7.05(a), (b), (c), (d), (e), (g), (h), (i), (k), (l), (m) (except to the extent such property is subject to aMortgage), (n), (o), (p), (q), (r) or (s)), or (y) any Casualty Event occurs, which results in therealization or receipt by the Borrower or Restricted Subsidiary of Net Proceeds, the Borrowershall cause to be offered to be prepaid in accordance with clause (b) (vi) and (ix) below, on orprior to the date which is ten (10) Business Days after the date of the realization or receipt by theBorrower or any Restricted Subsidiary of such Net Proceeds, subject to clause (b) (xi) below, anaggregate principal amount of Term Loans in an amount equal to the Applicable Asset SalePercentage of all Net Proceeds received (such amount, the “Applicable Proceeds”); provided thatif at the time that any such prepayment would be required, the Borrower is required to offer torepurchase any Indebtedness outstanding at such time that is secured by a Lien on the Collateralranking pari passu with the Lien securing the Term Loans pursuant to the terms of thedocumentation governing such Indebtedness with the Net Proceeds of such Disposition orCasualty Event (such Indebtedness required to be offered to be so repurchased, “OtherApplicable Indebtedness”), then the Borrower may apply the Applicable Proceeds on a pro ratabasis (determined on the basis of the aggregate outstanding principal amount of the Term Loansand Other Applicable Indebtedness at such time) and the remaining Net Proceeds so received tothe prepayment of such Other Applicable Indebtedness; provided, further, that (A) the portion ofthe Applicable Proceeds (but not the other Net Proceeds received) allocated to the OtherApplicable Indebtedness shall not exceed the amount of Applicable Proceeds required to beallocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remainingamount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with theterms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of OtherApplicable Indebtedness, and the amount of prepayment of the Term Loans that would haveotherwise been required pursuant to this Section 2.05(b)(ii) shall be reduced accordingly and (B)to the extent the holders of Other Applicable Indebtedness decline to have such indebtednessrepurchased 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 inaccordance with the terms hereof.(iii) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtednessafter the Closing Date (other than Indebtedness not prohibited under Section 7.03), the Borrowershall cause to be offered to be prepaid in accordance with clause (b) (vi) below an aggregateprincipal amount of Term Loans in an amount equal to 100% of all Net Proceeds receivedtherefrom on or prior to the date which is five (5) Business Days after the receipt by the Borroweror such Restricted Subsidiary of such Net Proceeds; provided that if at the time that any suchprepayment would be required, the Borrower is required to offer to repurchase any OtherApplicable Indebtedness with the Net Proceeds of such Indebtedness, then the Borrower mayapply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstandingprincipal amount of the Term Loans and Other Applicable Indebtedness at such time); provided,further, that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtednessshall not exceed the amount of such Net Proceeds required to be allocated to the Other ApplicableIndebtedness pursuant to the terms thereof, and the remaining amount, if any, of such NetProceeds shall be allocated to the Term Loans in accordance with the terms hereof to theprepayment of the Term Loans and to the repurchase or prepayment of Other ApplicableIndebtedness, and the amount of prepayment of the Term Loans that would have otherwise beenrequired pursuant to this Section 2.05(b)(iii) shall be reduced accordingly and (B) to the extent122

the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased orprepaid, the declined amount shall promptly (and in any event within ten (10) Business Days afterthe date of such rejection) be applied to prepay the Term Loans in accordance with the termshereof. If the Borrower or any other Loan Party incurs any Credit Agreement RefinancingIndebtedness, the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be usedpursuant to clause (iv) of the definition thereof.(iv) If for any reason the aggregate Revolving Credit Exposures at any time exceedsthe aggregate Revolving Credit Commitments then in effect (including, for the avoidance ofdoubt, as a result of the termination of any Class of Revolving Credit Commitments on theMaturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptlyprepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/CObligations in an aggregate amount equal to such excess; provided that the Borrower shall not berequired to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unlessafter the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregateOutstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.(v) Except with respect to Loans incurred in connection with any RefinancingAmendment, Term Loan Extension Request, Revolver Extension Request or any IncrementalAmendment (which may be prepaid on a less than pro rata basis in accordance with its terms),(A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied as betweenseries, Classes or tranches of Term Loans as directed by the Borrower (provided that (i) anyprepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtednessshall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class ofIncremental Term Loans may specify that one or more other Classes of Term Loans andIncremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B)with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) ofthis Section 2.05(b) shall be applied to the scheduled installments of principal thereof followingthe date of prepayment pursuant to Section 2.07(a) in direct order of maturity (without premiumor penalty), unless otherwise directed by the Borrower; and (C) each such prepayment shall bepaid to the Lenders in accordance with their respective Pro Rata Shares of such prepayment.(vi) The Borrower shall notify the Administrative Agent in writing of any mandatoryprepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section2.05(b) at least four (4) Business Days prior to the date of such prepayment. Each such noticeshall specify the date of such prepayment and provide a reasonably detailed calculation of theamount of such prepayment. The Administrative Agent will promptly notify each AppropriateLender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’sPro Rata Share of the prepayment.(vii) Funding Losses, Etc. All prepayments under this Section 2.05 shall be madetogether with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date prior tothe last day of an Interest Period therefor, any amounts owing in respect of such EurocurrencyRate Loan pursuant to Section 3.05. Notwithstanding any of the other provisions of this Section2.05, so long as no Event of Default shall have occurred and be continuing, if any prepayment ofEurocurrency Rate Loans is required to be made under this Section 2.05, prior to the last day ofthe Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of anysuch prepayment otherwise required to be made thereunder into a Cash Collateral Account untilthe last day of such Interest Period, at which time the Administrative Agent shall be authorized(without any further action by or notice to or from the Borrower or any other Loan Party) toapply such amount to the prepayment of such Loans in accordance with this Section 2.05. Upon123

the occurrence and during the continuance of any Event of Default, the Administrative Agentshall also be authorized (without any further action by or notice to or from the Borrower or anyother Loan Party) to apply such amount to the prepayment of the outstanding Loans inaccordance with this Section 2.05.(viii) Term Opt-out of Prepayment. With respect to each prepayment of Term Loansrequired pursuant to Section 2.05(b)(i) or (ii), (A) each Lender of Term Loans will have the rightto refuse such offer of prepayment by giving written notice of such refusal to the AdministrativeAgent within one (1) Business Day after such ▇▇▇▇▇▇’s receipt of notice from the AdministrativeAgent of such offer of prepayment (“Declined Proceeds”) (in which case the Borrower shall notprepay any Term Loans of such Lender on the date that is specified in clause (B) below), (B) theBorrower will make all such prepayments not so refused upon the fourth Business Day afterdelivery of notice by the Borrower pursuant to Section 2.05(b)(vi) and (C) any Declined Proceedsmay be retained by the Borrower.(ix) In connection with any mandatory prepayments by the Borrower of the TermLoans pursuant to this Section 2.05(b), such prepayments shall be applied on a pro rata basis tothe then outstanding Term Loans of the applicable Class or Classes being prepaid irrespective ofwhether such outstanding Term Loans are Base Rate Loans, Eurocurrency Rate Loans or TermSOFR Loans; provided that if no Lenders exercise the right to waive a given mandatoryprepayment of the Term Loans pursuant to Section 2.05(b)(viii), then, with respect to suchmandatory prepayment, the amount of such mandatory prepayment within any tranche of TermLoans shall be applied first to Term Loans of such tranche that are Base Rate Loans to the fullextent thereof before application to Term Loans of such tranche that are Eurocurrency Rate Loansin a manner that minimizes the amount of any payments required to be made by the Borrowerpursuant to Section 3.05.(c) Foreign Dispositions and Excess Cash Flow. Notwithstanding any other provisions ofthis Section 2.05, (i) to the extent that any or all of the Net Proceeds of any Disposition by a ForeignSubsidiary (“Foreign Disposition”) or Excess Cash Flow attributable to Foreign Subsidiaries areprohibited or delayed by applicable local law from being repatriated to the United States, the portion ofsuch Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay TermLoans at the times provided in this Section 2.05 but may be retained by the applicable Foreign Subsidiaryso long, but only so long, as the applicable local law will not permit repatriation to the United States (theBorrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actionsreasonably required by the applicable local law to permit such repatriation), and once such repatriation ofany of such affected Net Proceeds or Excess Cash Flow that, in each case, would otherwise be required tobe used to make an offer of prepayment pursuant to Sections 2.05(b)(i) or 2.05(b)(ii), is permitted underthe applicable local law, such repatriation will be immediately effected and such repatriated Net Proceedsor Excess Cash Flow will be promptly (and in any event not later than two Business Days after suchrepatriation) applied (net of additional taxes payable or reserved against as a result thereof) to therepayment of the Term Loans pursuant to this Section 2.05 and (ii) to the extent that the Borrower hasreasonably determined in good faith that repatriation of any of or all the Net Proceeds of any ForeignDisposition or Foreign Subsidiary’s Excess Cash Flow would have material adverse Tax costconsequences to Holdings, the Borrower, any direct or indirect owner of the Borrower or any of theBorrower’s direct or indirect Subsidiaries with respect to such Net Proceeds or Excess Cash Flow, suchNet Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary;provided that in the case of this clause (ii), on or before the date on which any such Net Proceeds soretained would otherwise have been required to be applied to reinvestments or prepayments pursuant to Section 2.05(b) or any such Excess Cash Flow would have been required to be applied to prepaymentspursuant to Section 2.05(b), the Borrower applies an amount equal to such Net Proceeds or Excess Cash124

Flow to such reinvestments or prepayments, as applicable, as if such Net Proceeds or Excess Cash Flowhad been received by the Borrower rather than such Foreign Subsidiary, less the amount of additionaltaxes that would have been payable or reserved against if such Net Proceeds or Excess Cash Flow hadbeen repatriated (or, if less, the Net Proceeds or Excess Cash Flow that would be calculated if received bysuch Foreign Subsidiary).Section 2.06. Termination or Reduction of Commitments. (a) Optional. The Borrower may,upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, orfrom time to time permanently reduce the unused Commitments of any Class, in each case withoutpremium or penalty; provided that (i) any such notice shall be received by the Administrative Agent threeBusiness Days prior to the date of termination or reduction (unless the Administrative Agent agrees to ashorter period in its discretion), (ii) any such partial reduction shall be in a minimum aggregate principalamount of $1,000,000, or any whole multiple of $250,000, in excess thereof or, if less, the entire amountthereof and (iii) if, after giving effect to any reduction of the Commitments of any Class, the Letter ofCredit Sublimit or the Swing Line Sublimit exceeds the amount of the applicable Revolving CreditFacility, such sublimit shall be automatically reduced by the amount of such excess. The amount of anysuch Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the SwingLine Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrowermay rescind or postpone any notice of termination of the Commitments if such termination would haveresulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummatedor otherwise shall be delayed.(b) Mandatory. The Initial Term Commitment of each Term Lender shall be automaticallyand permanently reduced to $0 upon the funding of the Initial Term Loans to be made by it on theClosing Date. The First Incremental Commitment of each Term Lender shall be automatically andpermanently reduced to $0 upon the funding of the First Incremental Term Loans to be made by it on theAmendment No. 1 Effective Date. The Second Incremental Commitment of each Term Lender shall beautomatically and permanently reduced to $0 upon the funding of the Second Incremental Term Loans tobe made by it on the Amendment No. 2 Effective Date. The Third Incremental Commitment of eachTerm Lender shall be automatically and permanently reduced to $0 upon the funding of the ThirdIncremental Term Loans to be made by it on the Amendment No. 6 Effective Date. The Additional InitialTerm B-1 Commitment of each Term Lender shall be automatically and permanently reduced to $0 uponthe funding of the Additional Initial Term B-1 Loans to be made by it on the Amendment No. 7 EffectiveDate. The Additional Incremental Term B-1 Commitment of each Term Lender shall be automaticallyand permanently reduced to $0 upon the funding of the Additional Incremental Term B-1 Loans to bemade by it on the Amendment No. 7 Effective Date. The Fourth Incremental Commitment of each TermLender shall be automatically and permanently reduced to $0 upon the funding of the Fourth IncrementalTerm Loans to be made by it on the Amendment No. 8 Increase Effective Date. The Additional FifthIncremental Commitment of each Term Lender shall be automatically and permanently reduced to $0upon the funding of the Additional Fifth Incremental Term Loans to be made by it on the AmendmentNo. 9 Effective Date. The Additional Sixth Incremental Commitment of each Term Lender shall beautomatically and permanently reduced to $0 upon the funding of the Additional Sixth Incremental TermLoans to be made by it on the Amendment No. 10 Effective Date. The Additional Seventh IncrementalCommitment of each Term Lender shall be automatically and permanently reduced to $0 upon thefunding of the Additional Seventh Incremental Term Loans to be made by it on the Amendment No. 11Effective Date. The Revolving Credit Commitment of each Class shall automatically and permanentlyterminate on the Maturity Date with respect to such Class of Revolving Credit Commitments.(c) Application of Commitment Reductions; Payment of Fees. The Administrative Agentwill promptly notify the Appropriate Lenders of any termination or reduction of unused portions of theLetter of Credit Sublimit or the Swing Line Sublimit or the unused Commitments of any Class under this125

Section 2.06. Upon any reduction of unused Commitments of any Class, the Commitment of each Lenderof such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which suchCommitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 3.07). All commitment fees accrued until the effective date of any termination of the AggregateCommitments shall be paid on the effective date of such termination.Section 2.07. Repayment of Loans. (a) Term Loans. The Borrower shall repay to theAdministrative Agent for the ratable account of the Term Lenders holding Initial Term B-1 Loans,Incremental Term B-1 Loans, Fourth Incremental Term Loans, Fifth Incremental Term Loans, SixthIncremental Term Loans or Seventh Incremental Term Loans ratably in accordance with the then-outstanding principal amount of all such Term Loans, (i) (A) with respect to the Initial Term B-1 Loans,the Incremental Term B-1 Loans and the Fourth Incremental Term Loans, on the last Business Day ofeach March, June, September and December, commencing with the first quarter following theAmendment No. 8 Increase Effective Date, an aggregate principal amount equal to 0.25% of the productof (i) the sum of (x) the aggregate principal amount of all Initial Term B-1 Loans and Incremental TermB-1 Loans outstanding immediately prior to the Amendment No. 8 Increase Effective Date and (y) theaggregate principal amount of the Fourth Incremental Term Loans funded on the Amendment No. 8Increase Effective Date and (ii) a fraction, the numerator of which is the aggregate principal amount ofthe Initial Term B-1 Loans and Incremental Term B-1 Loans funded on the Amendment No. 7 EffectiveDate and the denominator of which is equal to the aggregate principal amount of Initial Term B-1 Loansand Incremental Term B-1 Loans outstanding immediately prior to the Amendment No. 8 IncreaseEffective Date, after such product is rounded to the nearest full Dollar (for the avoidance of doubt, androunding to the nearest full dollar, such repayment amount being $6,363,927 as of the Amendment No. 8Increase Effective Date), (B) with respect to the Fifth Incremental Term Loans, on the last Business Dayof each March, June, September and December, commencing with the first quarter following theAmendment No. 9 Effective Date, an aggregate principal amount equal to 0.25% of the aggregateprincipal amount of the Fifth Incremental Term Loans made on the Amendment No. 9 Effective Date,after such product is rounded to the nearest full Dollar (for the avoidance of doubt, and rounding to thenearest full dollar, such repayment amount being $6,268,468 as of the Amendment No. 9 Effective Date),(C) with respect to the Sixth Incremental Term Loans, on the last Business Day of each March, June,September and December, commencing with the first quarter following the Amendment No. 10 EffectiveDate, an aggregate principal amount equal to 0.25% of the aggregate principal amount of the SixthIncremental Term Loans made on the Amendment No. 10 Effective Date, after such product is rounded tothe nearest full Dollar (for the avoidance of doubt, and rounding to the nearest full dollar, such repaymentamount being $6,221,455 as of the Amendment No. 10 Effective Date) and (D) with respect to theSeventh Incremental Term Loans, on the last Business Day of each March, June, September andDecember, commencing with the first quarter following the Amendment No. 11 Effective Date, anaggregate principal amount equal to 0.25% of the aggregate principal amount of the Seventh IncrementalTerm Loans made on the Amendment No. 11 Effective Date, after such product is rounded to the nearestfull Dollar (for the avoidance of doubt, and rounding to the nearest full dollar, such repayment amountbeing $5,074,794 as of the Amendment No. 11 Effective Date) (in each case, which payments shall bereduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the Maturity Date for the applicable class of Term Loans, the aggregate principalamount of Term Loans of such Class outstanding on such date. In the event that any Incremental TermLoans, Refinancing Term Loans or Extending Term Loans are made, such other Incremental Term Loans,Refinancing Term Loans or Extending Term Loans, as applicable, shall be repaid by the Borrower in theamounts and on the dates set forth in the Incremental Amendment, Refinancing Amendment or ExtensionAmendment with respect thereto and on the applicable Maturity Date thereof.(b) Revolving Credit Loans. The Borrower shall repay to the Administrative Agent for theratable account of the Appropriate Lenders on the applicable Maturity Date for the Revolving Credit126

Facilities of a given Class the aggregate principal amount of all of its Revolving Credit Loans of suchClass outstanding on such date.(c) Swing Line Loans. The Borrower shall repay each Swing Line Loan on the earlier tooccur of (i) the date that is five (5) Business Days after such Loan is made and (ii) the Maturity Date forthe Extended Revolving Credit Facility (although Swing Line Loans may thereafter be reborrowed, inaccordance with the terms and conditions hereof, if there are one or more Classes of Revolving CreditCommitments which remain in effect).Section 2.08. Interest. (a) Subject to the provisions of Section 2.08(b), (i) each EurocurrencyRate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rateper annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate; (ii) eachTerm SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest Periodat a rate per annum equal to Term SOFR for such Interest Period plus the Applicable Rate; provided thatif Term SOFR shall be determined pursuant to clause (a)(ii) of the definition thereof, each such Loan shallbe deemed to bear interest on the outstanding principal amount thereof from the applicable borrowingdate at a rate per annum equal to Daily Simple SOFR for each day such Loan remains outstanding plusthe Applicable Rate; (iii) each Base Rate Loan (other than a Swing Line Loan) shall bear interest on theoutstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to theBase Rate plus the Applicable Rate; and (iv) each Swing Line Loan shall bear interest on the outstandingprincipal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rateplus the Applicable Rate for Revolving Credit Loans.(b) During the continuance of a Default under Section 8.01(a), the Borrower shall payinterest on past due amounts owing by it hereunder at a fluctuating interest rate per annum at all timesequal to the Default Rate to the fullest extent permitted by applicable Laws; provided that no interest atthe Default Rate shall accrue or be payable to a Defaulting Lender so long as such Lender shall be aDefaulting Lender. Accrued and unpaid interest on such amounts (including interest on past due interest)shall be due and payable upon demand.(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Dateapplicable thereto and at such other times as may be specified herein. Interest hereunder shall be due andpayable in accordance with the terms hereof before and after judgment, and before and after thecommencement of any proceeding under any Debtor Relief Law.Section 2.09. Fees. In addition to certain fees described in Sections 2.03(h) and (i):(a) Commitment Fee. The Borrower agrees to pay to the Administrative Agent for theaccount of each Revolving Credit Lender under the applicable Revolving Credit Facility in accordancewith its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee inDollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times theactual daily amount by which the aggregate Revolving Credit Commitments for the applicable RevolvingCredit Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for suchFacility, and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that anycommitment fee accrued with respect to any of the Commitments of a Defaulting Lender during theperiod prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not bepayable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent thatsuch commitment fee shall otherwise have been due and payable by the Borrower prior to such time; andprovided, further, that no commitment fee shall accrue on any of the Commitments of a DefaultingLender so long as such Lender shall be a Defaulting Lender. The commitment fee on each RevolvingCredit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving127

Credit Commitments, including at any time during which one or more of the conditions in Article 4 is notmet, and shall be due and payable quarterly in arrears on the last Business Day of each March, June,September and December, commencing September 30, 2017 and on the Maturity Date for the RevolvingCredit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is anychange in the Applicable Rate during any quarter, the actual daily amount shall be computed andmultiplied by the Applicable Rate separately for each period during such quarter that such ApplicableRate was in effect.(b) Closing Fees. (i) The Borrower agrees to pay to the Administrative Agent for theaccount of each Term Lender on the Closing Date in accordance with its Pro Rata Share or otherapplicable share provided for under this Agreement, an upfront fee (which may take the form of OID) inan amount equal to 0.50% of the stated principal amount of such Term Lender’s Initial Term Loans,payable to such Term Lender from the proceeds of its Initial Term Loans as and when funded on theClosing Date. Such fee will be in all respects fully earned, due and payable on the Closing Date and non-refundable and non-creditable thereafter.(ii) The Borrower agrees to pay to the Administrative Agent for the account of eachRevolving Credit Lender in accordance with its Pro Rata Share or other applicable share providedfor under this Agreement, an upfront fee in an amount equal to 0.50% of the stated principalamount of such Revolving Credit Lender’s Revolving Credit Commitments, payable to suchRevolving Credit Lender from the proceeds of the Borrowings to occur on the Closing Date asand when funded on the Closing Date. Such fee will be in all respects fully earned, due andpayable on the Closing Date and non-refundable and non-creditable thereafter.(c) Other Fees. The Borrower shall pay to the Agents such fees as shall have beenseparately agreed upon in writing (including, but not limited to, as set forth in the Fee Letter) in theamounts and at the times so specified. Such fees shall be fully earned when paid and shall not berefundable for any reason whatsoever (except as expressly agreed between the Borrower and theapplicable Agent).Section 2.10. Computation of Interest and Fees. All computations of interest for Base RateLoans shall be made on the basis of a year of three hundred sixty-five (365) days, or three hundred sixty-six (366) days, as applicable, and actual days elapsed. All other computations of fees and interest shall bemade on the basis of a three hundred sixty (360) day year and actual days elapsed. Interest shall accrueon each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portionthereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid onthe same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Eachdetermination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive andbinding for all purposes, absent manifest error.Section 2.11. Evidence of Indebtedness. (a) The Credit Extensions made by each Lender shallbe evidenced by one or more accounts or records maintained by such Lender and evidenced by one ormore entries in the Register maintained by the Administrative Agent, acting solely for purposes ofTreasury Regulation Section 5f.103-1(c), as agent for the Borrower, in each case in the ordinary course ofbusiness. The accounts or records maintained by the Administrative Agent and each Lender shall beprima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders tothe Borrower and the interest and payments thereon. Any failure to so record or any error in doing soshall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amountowing with respect to the Obligations. In the event of any conflict between the accounts and recordsmaintained by any ▇▇▇▇▇▇ and the accounts and records of the Administrative Agent in respect of suchmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest128

error. Upon the request of any Lender made through the Administrative Agent, the Borrower shallexecute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lenderand its registered assignees, which shall evidence such Lender’s Loans in addition to such accounts orrecords. Each Lender, may attach schedules to its Note and endorse thereon the date, Type (ifapplicable), amount, currency and maturity of its Loans and payments with respect thereto.(b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and theAdministrative Agent shall maintain in accordance with its usual practice accounts or records and, in thecase of the Administrative Agent, entries in the Register, evidencing the purchases and sales by suchLender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict betweenthe accounts and records maintained by the Administrative Agent and the accounts and records of anyLender in respect of such matters, the accounts and records of the Administrative Agent shall control inthe absence of manifest error.(c) Entries made in good faith by the Administrative Agent in the Register pursuant toSections 2.11(a) and (b), and by each Lender in its account or accounts pursuant to Sections 2.11(a) and (b), shall be prima facie evidence of the amount of principal and interest due and payable or to becomedue and payable from the Borrower to, in the case of the Register, each Lender and, in the case of suchaccount or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifesterror; provided that the failure of the Administrative Agent or such Lender to make an entry, or anyfinding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwiseaffect the obligations of the Borrower under this Agreement and the other Loan Documents.Section 2.12. Payments Generally. (a) All payments to be made by the Borrower shall bemade without condition or deduction for any counterclaim, defense, recoupment or setoff. Except asotherwise expressly provided herein and except with respect to an Approved Foreign Currency, allpayments by the Borrower hereunder shall be made to the Administrative Agent, for the account of therespective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office forDollar-denominated payments and in Same Day Funds not later than 1:00 p.m. New York City time onthe date specified herein. Except as otherwise expressly provided herein, all payments by the Borrowerhereunder in an Approved Foreign Currency shall be made to the Administrative Agent, for the accountof the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Officein such Approved Foreign Currency and in Same Day Funds not later than 2:00 p.m. (London time) (or, ifearlier, 9:00 a.m. New York city time) on the dates specified herein. If, for any reason, the Borrower isprohibited by any Law from making any required payment hereunder in an Approved Foreign Currency,the Borrower shall make such payment in Dollars in an amount equal to the Dollar Equivalent of suchApproved Foreign Currency payment amount. The Administrative Agent will promptly distribute to eachAppropriate Lender its Pro Rata Share (or other applicable share as provided herein) of such payment inlike funds as received by wire transfer to such Lender’s applicable Lending Office. All paymentsreceived by the Administrative Agent after the time specified above shall in each case be deemed receivedon the next succeeding Business Day and any applicable interest or fee shall continue to accrue.(b) Except as otherwise provided herein, if any payment to be made by the Borrower shallcome due on a day other than a Business Day, payment shall be made on the next following BusinessDay, and such extension of time shall be reflected in computing interest or fees, as the case may be;provided that if such extension would cause payment of interest on or principal of Eurocurrency RateLoans or Term SOFR Loans to be made in the next succeeding calendar month, such payment shall bemade on the immediately preceding Business Day.(c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to thedate any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower129

or such Lender, as the case may be, will not make such payment, the Administrative Agent may assumethat the Borrower or such Lender, as the case may be, has timely made such payment and may (but shallnot be so required to), in reliance thereon, make available a corresponding amount to the Person entitledthereto. If and to the extent that such payment was not in fact made to the Administrative Agent in SameDay Funds, then:(i) with respect to any payment that the Administrative Agent makes for the accountof the Lenders hereunder as to which the Administrative Agent determines (which determinationshall be conclusive absent manifest error) that any of the following applies (such paymentreferred to as the “Rescindable Amount”): (1) the Borrower has failed to make such payment;(2) the Administrative Agent has made a payment in excess of the amount so paid by theBorrower (whether or not then owed); or (3) the Administrative agent has for any reasonotherwise erroneously made such payment; then each of the Lenders severally agrees to repay tothe Administrative Agent forthwith on demand the Rescindable Amount so distributed to suchLender in Same Day Funds, together with interest thereon in respect of each day from andincluding the date such amount was made available by the Administrative Agent to such Lenderto the date such amount is repaid to the Administrative Agent in Same Day Funds at theOvernight Bank Funding Rate, plus any reasonable administrative, processing or similar feescustomarily charged by the Administrative Agent in connection with the foregoing; and(ii) if any Lender failed to make such payment (including, without limitation, failureto fund participations in respect of any Letter of Credit or Swing Line Loan), such Lender shallforthwith on demand pay to the Administrative Agent the amount thereof in Same Day Funds,together with interest thereon for the period from the date such amount was made available by theAdministrative Agent to the Borrower to the date such amount is recovered by the AdministrativeAgent (the “Compensation Period”) at a rate per annum equal to the Overnight Bank FundingRate, plus any reasonable administrative, processing or similar fees customarily charged by theAdministrative Agent in connection with the foregoing. When such Lender makes payment tothe Administrative Agent (together with all accrued interest thereon), then such payment amount(excluding the amount of any interest which may have accrued and been paid in respect of suchlate payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If suchLender does not pay such amount (including, without limitation, failure to fund participations inrespect of any Letter of Credit or Swing Line Loan) forthwith upon the Administrative Agent’sdemand therefor, the Administrative Agent may make a demand therefor upon the Borrower, andthe Borrower shall pay such amount to the Administrative Agent, together with interest thereonfor the Compensation Period at a rate per annum equal to the rate of interest applicable to theapplicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligationto fulfill its Commitment or to prejudice any rights which the Administrative Agent or theBorrower may have against any Lender as a result of any default by such Lender hereunder.A notice of the Administrative Agent to any Lender or the Borrower with respect to any amountowing under this Section 2.12(c) shall be conclusive, absent manifest error.(d) If any Lender makes available to the Administrative Agent funds for any Loan to bemade by such Lender as provided in the foregoing provisions of this Article 2, and such funds are notmade available to the Borrower by the Administrative Agent because the conditions to the applicableCredit Extension set forth in Article 4 or in the applicable Incremental Amendment, ExtensionAmendment or Refinancing Amendment are not satisfied or waived in accordance with the terms hereof,the Administrative Agent shall return such funds (in like funds as received from such Lender) to suchLender, without interest. 130

(e) The obligations of the Lenders hereunder to make Loans and to fund participations inLetters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make anyLoan or to fund any such participation on any date required hereunder shall not relieve any other Lenderof its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure ofany other Lender to so make its Loan or purchase its participation.(f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loanin any particular place or manner or to constitute a representation by any Lender that it has obtained orwill obtain the funds for any Loan in any particular place or manner.(g) Whenever any payment received by the Administrative Agent under this Agreement orany of the other Loan Documents is insufficient to pay in full all amounts due and payable to theAdministrative Agent and the Lenders under or in respect of this Agreement and the other LoanDocuments on any date, such payment shall be distributed by the Administrative Agent and applied bythe Administrative Agent and the Lenders in the order of priority set forth in Section 8.04. If theAdministrative Agent receives funds for application to the Obligations of the Loan Parties under or inrespect of the Loan Documents under circumstances for which the Loan Documents do not specify themanner in which such funds are to be applied, the Administrative Agent may (to the fullest extentpermitted by mandatory provisions of applicable Law), but shall not be obligated to, elect to distributesuch funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (a) theOutstanding Amount of all Loans outstanding at such time and (b) the Outstanding Amount of all L/CObligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans orother Obligations then owing to such Lender.Section 2.13. Sharing of Payments. (a) If, other than as expressly provided elsewhere herein,any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations andSwing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of anyright of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof,such Lender shall immediately (b) notify the Administrative Agent of such fact, and (c) purchase from theother Lenders such participations in the Loans made by them and/or such subparticipations in theparticipations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall benecessary to cause such purchasing Lender to share the excess payment in respect of such Loans or suchparticipations, as the case may be, pro rata with each of them; provided that if all or any portion of suchexcess payment is thereafter recovered from the purchasing Lender under any of the circumstancesdescribed in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender inits discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to thepurchasing Lender the purchase price paid therefor, together with an amount equal to such payingLender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s requiredrepayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or otheramount paid or payable by the purchasing Lender in respect of the total amount so recovered, withoutfurther interest thereon. For avoidance of doubt, the provisions of this paragraph shall not be construed toapply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms ofthis Agreement as in effect from time to time (including the application of funds arising from theexistence of a Defaulting Lender) or (B) any payment obtained by a Lender as consideration for theassignment of or sale of a participation in any of its Loans to any assignee or participant permittedhereunder. The Borrower agrees that any Lender so purchasing a participation from another Lender may,to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right ofsetoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were thedirect creditor of the Borrower in the amount of such participation. The Administrative Agent will keeprecords (which shall be conclusive and binding in the absence of manifest error) of participationspurchased under this Section 2.13 and will in each case notify the Lenders following any such purchases131

or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from andafter such purchase have the right to give all notices, requests, demands, directions and othercommunications under this Agreement with respect to the portion of the Obligations purchased to thesame extent as though the purchasing Lender were the original owner of the Obligations purchased.Section 2.14. Incremental Credit Extensions. (a) Incremental Commitments. The Borrowermay, at any time or from time to time after the Closing Date, by notice to the Administrative Agent (an“Incremental Loan Request”), request (A) one or more new commitments which may be in the sameFacility as any outstanding Term Loans of an existing Class (a “Term Loan Increase”) or a new Class ofTerm Loans (each, an “Incremental Term Facility”, collectively with any Term Loan Increase, the“Incremental Term Commitments”) and/or (B) one or more increases in the amount of the RevolvingCredit Commitments of any Class or any Incremental Revolving Facility (a “Revolving CommitmentIncrease”) or the establishment of one or more new revolving credit commitments (each, an“Incremental Revolving Facility” and collectively with any Incremental Term Facility, an “IncrementalFacility” and any such new commitments, collectively with any Revolving Commitment Increases, the“Incremental Revolving Credit Commitments” and the Incremental Revolving Credit Commitments,collectively with any Incremental Term Commitments, the “Incremental Commitments”), whereuponthe Administrative Agent shall promptly deliver a copy to each of the Lenders. The Incremental Facilitiesshall be (A) secured by the Collateral on a pari passu basis with the Liens securing the Initial TermLoans, (B) secured by the Collateral on a junior Lien basis to the Liens securing the Initial Term Loans or(C) unsecured.(b) Incremental Loans. Any Incremental Commitments effected through the establishmentof one or more new revolving credit commitments or new Term Loans not in the same Facility of anyexisting Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separateClass of Incremental Commitments for all purposes of this Agreement. On any Incremental FacilityClosing Date on which any Incremental Term Commitments of any Class are effected (including throughany Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i)each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Partyorganized under the laws of the United States, any state thereof, the District of Columbia or any territorythereof, may be designated as a borrower in respect thereof so long as all obligors under such IncrementalFacility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in anamount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lenderof such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of suchClass and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental FacilityClosing Date on which any Incremental Revolving Credit Commitments of any Class are effected throughthe establishment of one or more new revolving credit commitments (including through any RevolvingCommitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) eachIncremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower(or any Loan Party organized under the laws of the United States, any state thereof, the District ofColumbia or any territory thereof, may be designated as a borrower in respect thereof so long as allobligors under such Incremental Facility are the same as with respect to the Loans hereunder) (whenborrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an“Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of suchClass and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunderwith respect to the Incremental Revolving Credit Commitment of such Class and the IncrementalRevolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, IncrementalTerm Loans may have identical terms to any of the Term Loans and be treated as the same Class as any ofsuch Term Loans. 132

(c) Incremental Loan Request. Each Incremental Loan Request from the Borrower pursuantto this Section 2.14 shall set forth the requested amount, the Approved Currency and proposed terms ofthe relevant Incremental Term Loans or Incremental Revolving Credit Commitments. Incremental TermLoans may be made, and Incremental Revolving Credit Commitments may be provided, by any existingLender (but each existing Lender will not have an obligation to make any Incremental Commitment, norwill the Borrower have any obligation to approach any existing lenders to provide any IncrementalCommitment) or by any other bank or other financial institution or other institutional lender (any suchother bank or other financial institution or other institutional lender being called an “AdditionalLender”) (each such existing Lender or Additional Lender providing such, an “Incremental RevolvingCredit Lender” or “Incremental Term Lender,” as applicable, and, collectively, the “IncrementalLenders”); provided that (i) the Administrative Agent, each Swing Line Lender and each L/C Issuer shallhave consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’smaking such Incremental Term Loans or providing such Incremental Revolving Credit Commitments tothe extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans orRevolving Credit Commitments, as applicable, to such Lender or Additional Lender, (ii) with respect toIncremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitmentshall be subject to the same restrictions set forth in Section 10.07(l) as they would otherwise be subject towith respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii)Affiliated Lenders may not provide Incremental Revolving Credit Commitments, unless subsequentlypurchased from a Defaulting Lender pursuant to Section 10.07(l).(d) Effectiveness of Incremental Amendment. The effectiveness of any IncrementalAmendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the datethereof (the “Incremental Facility Closing Date”) of each of the following conditions:(i) (x) if the proceeds of such Incremental Commitments are being used to finance aPermitted Acquisition, Investment, or irrevocable repayment, repurchase or redemption of anyIndebtedness, no Event of Default under Sections 8.01(a) or, solely with respect to the Borrower,Section 8.01 (f) shall have occurred and be continuing or would exist after giving effect to suchIncremental Commitments, or (y) if otherwise, no Event of Default shall have occurred and becontinuing or would exist after giving effect to such Incremental Commitments;(ii) after giving effect to such Incremental Commitments, the conditions of Section 4.02(i) shall be satisfied (it being understood that all references to “the date of such CreditExtension” or similar language in such Section 4.02 shall be deemed to refer to the effective dateof such Incremental Amendment); provided that if the proceeds of such IncrementalCommitments are being used to finance a Permitted Acquisition, Investment, or irrevocablerepayment, repurchase or redemption of any Indebtedness, there shall be no requirement to satisfyany or all conditions of Section 4.02(i), instead, the accuracy of the representations andwarranties shall refer to the accuracy of the representations and warranties that would constituteSpecified Representations; provided, further, that the Incremental Lenders providing suchIncremental Commitments may waive the requirement regarding the accuracy of SpecifiedRepresentations;(iii) [reserved];(iv) each Incremental Term Commitment shall be in an aggregate principal amountthat is not less than $10,000,000 and shall be in increments of $1,000,000 (provided that suchamount may be less than $10,000,000 if such amount represents all remaining availability underthe limit set forth in Section 2.14(d)(v)) and each Incremental Revolving Credit Commitmentshall be in an aggregate principal amount that is not less than $5,000,000 and shall be in133

increments of $1,000,000 (provided that such amount may be less than $5,000,000 if suchamount represents all remaining availability under the limit set forth in Section 2.14(d)(v));(v) the aggregate principal amount of the Incremental Term Loans and theIncremental Revolving Credit Commitments shall not exceed the sum of (A) the IncrementalBase Amount plus (B) all voluntary prepayments, repurchases, redemptions and other retirementsof Term Loans and Incremental Equivalent First Lien Debt, all voluntary prepayments ofRevolving Credit Loans accompanied by corresponding voluntary permanent reductions ofCommitments in respect of such Revolving Credit Loans prior to or simultaneous with theIncremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders ofthe applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(v) or (y) open-market purchases pursuant to Section 10.07(l), which shall becredited to the extent of the actual purchase price paid in cash in connection with such “DutchAuction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptionsand other retirements of Incremental Term Loans and all voluntary prepayments of RevolvingCredit Loans accompanied by corresponding voluntary permanent reductions of IncrementalRevolving Credit Commitments, to the extent such Incremental Term Loans and IncrementalRevolving Credit Commitments were obtained pursuant to clause (C) below or to the extentfunded with a contemporaneous incurrence of long-term funded Indebtedness (other thanrevolving loans)), plus (C) additional amounts (including at any time prior to the utilization ofamounts under clauses (A) and (B) above) so long as (1) if such Indebtedness is secured by theCollateral on a pari passu basis with the Liens securing the Initial Term Loans, the ConsolidatedFirst Lien Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the mostrecently ended period of four consecutive fiscal quarters for which financial statements areinternally available, does not exceed 4.85 to 1.00, (2) if such Indebtedness is secured by theCollateral on a junior Lien basis to the Liens securing the Initial Term Loans, the ConsolidatedSecured Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the mostrecently ended period of four consecutive fiscal quarters for which financial statements areinternally available, does not exceed 6.25 to 1.00 and (3) if such Indebtedness is unsecured (ornot secured by all or any portion of the Collateral), either (I) the Consolidated Total Net LeverageRatio, determined on a Pro Forma Basis as of the last day of the most recently ended period offour consecutive fiscal quarters for which financial statements are internally available, does notexceed 6.25 to 1.00 or (II) the Consolidated Interest Coverage Ratio, determined on a Pro FormaBasis as of the last day of the most recently ended period of four consecutive fiscal quarters forwhich financial statements are internally available, is not less than 2.00 to 1.00 (the amountsunder the foregoing clauses (A) and (B) are herein referred to as the “Free and ClearIncremental Amount”, and the amounts under the foregoing clause (C) are herein referred to asthe “Incurrence-Based Incremental Amount” (the Free and Clear Incremental Amount,together with the Incurrence-Based Incremental Amount, less the aggregate principal amount ofIndebtedness incurred pursuant to Section 7.03(q) and Section 7.03(w) at or prior to such time,are herein referred to as the “Available Incremental Amount”)); and(vi) such other conditions as the Borrower, each Incremental Lender providing suchIncremental Commitments and the Administrative Agent shall agree.The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free andClear Incremental Amount or any combination thereof, and any portion of any Incremental Facilityincurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower mayelect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrowermeets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro FormaBasis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a134

Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of suchIncremental Facility, such reclassification shall be deemed to have automatically occurred whether or notelected by the Borrower.For purposes of determining Pro Forma Compliance and any testing of any ratios in theIncurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under anyIncremental Revolving Facility then being established are fully drawn, (b) the cash proceeds of anyIncremental Facility shall be excluded from “net” Indebtedness in determining whether such IncrementalFacility can be incurred (provided that the use of proceeds thereof and any other Pro Forma Adjustmentsshall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness inrespect of the Revolving Credit Facility (and/or any Incremental Revolving Facility) prior to, orsimultaneously with, the event for which the Pro Forma Compliance determination of such ratio or othertest is being made, shall be disregarded.(e) Required Terms. The terms, provisions and documentation of the Incremental TermLoans and Incremental Term Commitments or the Incremental Revolving Credit Loans and IncrementalRevolving Credit Commitments, as the case may be, of any Class shall be as agreed between theBorrower and the applicable Incremental Lenders providing such Incremental Commitments, and exceptas otherwise set forth herein, to the extent not consistent with the Initial Term Loans, Initial Term B-1Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility ClosingDate, shall be reasonably satisfactory to Administrative Agent (except for covenants and terms that applysolely to any period after the Latest Maturity Date that is in effect on the effective date of suchIncremental Amendment) (it being understood that to the extent any financial maintenance covenant isadded for the benefit of (A) Incremental Term Loans and Incremental Term Commitments, no consentshall be required from the Administrative Agent or any of the Lenders to the extent that such financialmaintenance covenant is also added for the benefit of each Facility remaining outstanding after theeffectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans andIncremental Revolving Credit Commitments, no consent shall be required from the Administrative Agentor any of the Lenders to the extent that such financial maintenance covenant is also added for the benefitof the Revolving Credit Facility that then benefits from a financial maintenance covenant and isremaining outstanding after the effectiveness of such Incremental Amendment). In any event:(i) the Incremental Term Loans:(A) subject to the Permitted Earlier Maturity Indebtedness Exception, shallnot mature earlier than the Maturity Date of the Initial Term Loans or the Initial Term B-1 Loans,(B) subject to the Permitted Earlier Maturity Indebtedness Exception, shallhave a Weighted Average Life to Maturity not shorter than the remaining WeightedAverage Life to Maturity of the Initial Term Loans or the Initial Term B-1 Loans,(C) shall have an Applicable Rate, and subject to clauses (e) (i) (A) and (e) (i) (B) above and clause (e) (iii) below, amortization determined by the Borrower andthe applicable Incremental Term Lenders, and(D) the Incremental Term Loans may participate on a pro rata basis or lessthan pro rata basis (but not on a greater than pro rata basis) in any mandatoryprepayments of Term Loans hereunder, as specified in the applicable IncrementalAmendment; provided that the Borrower shall be permitted to prepay any Class of Term135

Loans on a better than a pro rata basis as compared to any other Class of Term Loanswith a later maturity date than such Class;(ii) the Incremental Revolving Credit Commitments and Incremental RevolvingCredit Loans shall be identical to the Revolving Credit Commitments and the Revolving CreditLoans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided thatnotwithstanding anything to the contrary in this Section 2.14 or otherwise:(A) any such Incremental Revolving Credit Commitments or IncrementalRevolving Credit Loans shall not mature or provide for mandatory commitmentreductions earlier than the Latest Maturity Date of any Revolving Credit Commitmentsoutstanding at the time of incurrence of such Incremental Revolving CreditCommitments,(B) the borrowing and repayment (except for (1) payments of interest andfees at different rates on Incremental Revolving Credit Commitments (and relatedoutstandings), (2) repayments required upon the maturity date of the IncrementalRevolving Credit Commitments and (3) repayment made in connection with a permanentrepayment and termination of commitments (subject to clause (D) below)) of Loans withrespect to Incremental Revolving Credit Commitments after the associated IncrementalFacility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on apro rata basis or less than a pro rata basis) with all other Revolving Credit Commitmentson the Incremental Facility Closing Date,(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extentdealing with Swing Line Loans and Letters of Credit which mature or expire after amaturity date when there exists Incremental Revolving Credit Commitments with alonger maturity date, all Swing Line Loans and Letters of Credit shall be participated on apro rata basis by all Lenders with Commitments in accordance with their percentage ofthe Revolving Credit Commitments on the Incremental Facility Closing Date (and exceptas provided in Section 2.03(n) and Section 2.04(g), without giving effect to changesthereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credittheretofore incurred or issued),(D) the permanent repayment of Revolving Credit Loans with respect to, andtermination of, Incremental Revolving Credit Commitments after the associatedIncremental Facility Closing Date shall be made on a pro rata basis or less than pro ratabasis (but not on a greater than pro rata basis) with all other Revolving CreditCommitments on the Incremental Facility Closing Date, except that the Borrower shall bepermitted to permanently repay and terminate commitments of any such Class on a betterthan a pro rata basis as compared to any other Class with a later maturity date than suchClass, (E) assignments and participations of Incremental Revolving CreditCommitments and Incremental Revolving Credit Loans shall be governed by the sameassignment and participation provisions applicable to Revolving Credit Commitmentsand Revolving Credit Loans on the Incremental Facility Closing Date, and(F) any Incremental Revolving Credit Commitments may constitute aseparate Class or Classes, as the case may be, of Commitments from the Classes136

constituting the applicable Revolving Credit Commitments prior to the IncrementalFacility Closing Date; and(iii) the amortization schedule applicable to any Incremental Loans and the All-InYield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of eachClass shall be determined by the Borrower and the applicable new Lenders and shall be set forthin each applicable Incremental Amendment; provided, however, that with respect to any Loans(other than in respect of up to $415,000,000 (the “MFN Trigger Amount”) in an aggregateprincipal amount of Incremental Term Loans as designated in writing by the Borrower to theAdministrative Agent) under any Incremental Term Commitments with a maturity date prior tothe date that is 24 months after the Maturity Date of the Initial Term Loans, secured on a paripassu basis with the Initial Term Loans and established on or prior to the date that is 12 monthsafter the Closing Date, if the All-In Yield applicable to such Incremental Term Loans shall begreater than the applicable All-In Yield payable pursuant to the terms of this Agreement asamended through the date of such calculation with respect to such Initial Term Loans by morethan 75 basis points per annum (the amount of such excess of the All-In Yield applicable to suchIncremental Term Loans over the sum of the All-In Yield applicable to the Initial Terms Loansplus 75 basis points per annum, the “Yield Differential”) then the interest rate (together with theEurocurrency Rate or Base Rate floor) with respect to the Initial Term Loans, the FirstIncremental Term Loans and the Second Incremental Term Loans shall be increased by theapplicable Yield Differential (this proviso, the “MFN Protection”).(f) Incremental Amendment. Commitments in respect of Incremental Term Loans andIncremental Revolving Credit Commitment shall become Commitments (or in the case of an IncrementalRevolving Credit Commitment to be provided by an existing Revolving Credit Lender, an increase insuch Lender’s applicable Revolving Credit Commitment), under this Agreement pursuant to anamendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other LoanDocuments, executed by the Borrower, any Loan Party organized under the laws of the United States, anystate thereof, the District of Columbia or any territory thereof, that may be designated as a borrower inrespect thereof (if any), each Incremental Lender providing such Commitments and the AdministrativeAgent. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender,effect such amendments to this Agreement and the other Loan Documents as may be necessary orappropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect theprovisions of this Section 2.14. The Borrower (or any Loan Party organized under the laws of the UnitedStates, any state thereof, the District of Columbia or any territory thereof, that may be designated as aborrower in respect thereof) will use the proceeds of the Incremental Term Loans and IncrementalRevolving Credit Commitments for any purpose not prohibited by this Agreement. No Lender shall beobligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unlessit so agrees.(g) Reallocation of Revolving Credit Exposure. Upon any Incremental Facility Closing Dateon which Incremental Revolving Credit Commitments are effected through an increase in the RevolvingCredit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving CreditFacility, each of the Revolving Credit Lenders shall assign to each of the Incremental Revolving CreditLenders, and each of the Incremental Revolving Credit Lenders shall purchase from each of theRevolving Credit Lenders, at the principal amount thereof, such interests in the Incremental RevolvingCredit Loans outstanding on such Incremental Facility Closing Date as shall be necessary in order that,after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held byexisting Revolving Credit Lenders and Incremental Revolving Credit Lenders ratably in accordance withtheir Revolving Credit Commitments after giving effect to the addition of such Incremental RevolvingCredit Commitments to the Revolving Credit Commitments, (b) each Incremental Revolving Credit137

Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan madethereunder shall be deemed, for all purposes, a Revolving Credit Loan and (c) each IncrementalRevolving Credit Lender shall become a Lender with respect to the Incremental Revolving CreditCommitments and all matters relating thereto. The Administrative Agent and the Lenders hereby agreethat the minimum borrowing and prepayment requirements in Sections 2.02 and 2.05(a) of thisAgreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.(h) This Section 2.14 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.(i) Notwithstanding the foregoing, Incremental Term Facilities and Incremental RevolvingFacilities may be established and incurred as a means of effectively extending the maturity or effecting arepricing or a refinancing, in whole or in part, without regard to the Available Incremental Amount,without regard to whether an Event of Default has occurred and is continuing and, without regard to theminimums set forth in Section 2.14(d)(iv), to the extent that the net cash proceeds from the IncrementalTerm Loans and Incremental Revolving Credit Loans, as applicable, are used to either (x) prepay TermLoans or (y) permanently reduce the Revolving Credit Commitments, Extending Revolving CreditCommitments or Incremental Revolving Credit Commitments; provided that (i) the Lenders with respectto any Class of Loans or Commitments being prepaid are offered the opportunity to participate in suchtransaction on a pro rata basis (and on the same terms) and (ii) the aggregate principal amount of suchClass of Loans or Commitments, as the case may be, does not exceed the sum of (A) the aggregateprincipal amount of the applicable Class of Loans or Commitments being prepaid, (B) fees and expensesassociated with the such prepayment (including any prepayment premium, penalties or other callprotection) and (C) fees and expenses (including any OID, upfront fees, commitment fees, amendmentfees, arrangement fees, underwriting fees or other fees) related to the establishment of such IncrementalTerm Facilities and Incremental Revolving Facilities, as applicable.Section 2.15. Refinancing Amendments. (a) On one or more occasions after the Closing Date,the Borrower may obtain, from any Lender or any other bank, financial institution or other institutionallender or investor that agrees to provide any portion of Refinancing Term Loans or Other RevolvingCredit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each,an “Additional Refinancing Lender”) (provided that (i) solely with respect to Other Revolving CreditCommitments, the Administrative Agent, each Swing Line Lender and each L/C Issuer, if applicable,shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or AdditionalRefinancing Lender’s providing such Other Revolving Credit Commitments to the extent such consent, ifany, would be required under Section 10.07(b) for an assignment of Revolving Credit Commitments tosuch Lender or Additional Refinancing Lender, (ii) with respect to Refinancing Term Loans, anyAffiliated Lender providing Refinancing Term Loans shall be subject to the same restrictions set forth in Section 10.07(l) as they would otherwise be subject to with respect to any purchase by or assignment tosuch Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Other RevolvingCredit Commitments), Credit Agreement Refinancing Indebtedness in respect of all or any portion of anyClass, as selected by the Borrower in its sole discretion, of Term Loans or Revolving Credit Loans (orunused Commitments in respect thereof) then outstanding under this Agreement, in the form ofRefinancing Term Loans, Refinancing Term Commitments, Other Revolving Credit Commitments, orOther Revolving Credit Loans pursuant to a Refinancing Amendment; provided that notwithstandinganything to the contrary in this Section 2.15 or otherwise, (1) the borrowing and repayment (except for(A) payments of interest and fees at different rates on Other Revolving Credit Commitments (and relatedoutstandings), (B) repayments required upon the maturity date of the Other Revolving CreditCommitments and (C) repayment made in connection with a permanent repayment and termination ofcommitments (subject to clause (3) below)) of Loans with respect to Other Revolving CreditCommitments after the date of obtaining any Other Revolving Credit Commitments shall be made on apro rata basis with all other Revolving Credit Commitments, (2) subject to the provisions of Section138

2.03(n) and Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit whichmature or expire after a maturity date when there exist Other Revolving Credit Commitments with alonger maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basisby all Lenders with Commitments in accordance with their percentage of the Commitments in respect ofRevolving Credit Loans (and except as provided in Section 2.03(n) and Section 2.04(g), without givingeffect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters ofCredit theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Loans withrespect to, and termination of, Other Revolving Credit Commitments after the date of obtaining any OtherRevolving Credit Commitments shall be made on a pro rata basis with all other Commitments in respectof Revolving Credit Loans, except that the Borrower shall be permitted to permanently repay andterminate commitments of any such Class on a better than a pro rata basis as compared to any other Classwith a later maturity date than such Class and (4) assignments and participations of Other RevolvingCredit Commitments and Other Revolving Credit Loans shall be governed by the same assignment andparticipation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans.(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction onthe date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requestedby the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, boardresolutions and officers’ certificates consistent with those delivered on the Closing Date other thanchanges to such legal opinion resulting from a change in law, change in fact or change to counsel’s formof opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/orsuch amendments to the Collateral Documents as may be reasonably requested by the AdministrativeAgent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with thebenefit of the applicable Loan Documents.(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shallbe in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of$1,000,000 in excess thereof.(d) Each of the parties hereto hereby agrees that this Agreement and the other LoanDocuments may be amended pursuant to a Refinancing Amendment, without the consent of any otherLenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the CreditAgreement Refinancing Indebtedness incurred pursuant thereto and (ii) make such other changes to thisAgreement and the other Loan Documents consistent with the provisions and intent of the third paragraphof Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect suchother amendments to this Agreement and the other Loan Documents as may be necessary or appropriate,in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter intoany such Refinancing Amendment.(e) This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.Section 2.16. Extension of Term Loans; Extension of Revolving Credit Loans. (a) Extension ofTerm Loans. The Borrower may at any time and from time to time, in its sole discretion, request that ▇▇▇▇▇ a portion of the Term Loans of a given Class (or series or tranche thereof) (each, an “Existing TermLoan Tranche”) be amended to extend the scheduled maturity date(s) with respect to all or a portion ofany principal amount of such Term Loans (any such Term Loans which have been so amended,“Extending Term Loans”) and to provide for other terms consistent with this Section 2.16. In order toestablish any Extending Term Loans, the Borrower shall provide a notice to the Administrative Agent(who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term LoanTranche) (each, a “Term Loan Extension Request”) setting forth the proposed terms of the Extending139

Term Loans to be established, which shall (x) be identical as offered to each Lender under such ExistingTerm Loan Tranche (including as to the proposed interest rates and fees payable) and offered pro rata toeach Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under theExisting Term Loan Tranche from which such Extending Term Loans are to be amended, except that: (i)all or any of the scheduled amortization payments of principal of the Extending Term Loans may bedelayed to later dates than the scheduled amortization payments of principal of the Term Loans of suchExisting Term Loan Tranche, to the extent provided in the applicable Extension Amendment; (ii) theEffective Yield with respect to the Extending Term Loans may be different than the Effective Yield forthe Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in theapplicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants andterms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date ofthe Extension Amendment (immediately prior to the establishment of such Extending Term Loans); and(iv) Extending Term Loans may have prepayment premiums or call protection as may be agreed by theBorrower and the Lenders thereof; provided that no Extending Term Loans may be optionally prepaidprior to the date on which the Term Loans under the Existing Term Loan Tranche from which suchExtending Term Loans were amended are repaid in full, unless such optional prepayment is accompaniedby at least a pro rata optional prepayment of such Existing Term Loan Tranche; provided, further, that(A) subject to the Permitted Earlier Maturity Indebtedness Exception, in no event shall the final maturitydate of any Extending Term Loans of a given Term Loan Extension Series at the time of establishmentthereof be earlier than the then Latest Maturity Date of any Existing Term Loan Tranche hereunder, (B)subject to the Permitted Earlier Maturity Indebtedness Exception, the Weighted Average Life to Maturityof any Extending Term Loans of a given Term Loan Extension Series at the time of establishment thereofshall be no shorter (other than by virtue of amortization or prepayment of such Indebtedness prior to thetime of incurrence of such Extending Term Loans) than the remaining Weighted Average Life to Maturityof the applicable Existing Term Loan Tranche, (C) all documentation in respect of such ExtensionAmendment shall be consistent with the foregoing and (D) any Extending Term Loans may participate ona pro rata basis or less than a pro rata basis (but not greater than a pro rata basis) in any mandatoryrepayments or prepayments hereunder (other than with respect to the Prepayment (as defined in andpursuant to Amendment No. 4), which shall be applied solely to Extended Term Loans in accordance withAmendment No. 4), in each case as specified in the respective Term Loan Extension Request. AnyExtending Term Loans amended pursuant to any Term Loan Extension Request shall be designated aseries (each, a “Term Loan Extension Series”) of Extending Term Loans for all purposes of thisAgreement; provided that any Extending Term Loans amended from an Existing Term Loan Tranchemay, to the extent provided in the applicable Extension Amendment, be designated as an increase in anypreviously established Term Loan Extension Series with respect to such Existing Term Loan Tranche.Each Term Loan Extension Series of Extending Term Loans incurred under this Section 2.16 shall be inan aggregate principal amount that is not less than $10,000,000.(b) Extension of Revolving Credit Commitments. The Borrower may at any time and fromtime to time, in its sole discretion, request that all or a portion of the Revolving Credit Commitments orIncremental Revolving Credit Commitments of a given Class (or series or tranche thereof) (each, an“Existing Revolver Tranche”) be amended to extend the Maturity Date with respect to all or a portion ofany principal amount of such Revolving Credit Commitments or Incremental Revolving CreditCommitments (any such Revolving Credit Commitments or Incremental Revolving Credit Commitmentswhich have been so amended, “Extending Revolving Credit Commitments”) and to provide for otherterms consistent with this Section 2.16. In order to establish any Extending Revolving CreditCommitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copyof such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “RevolverExtension Request”) setting forth the proposed terms of the Extending Revolving Credit Commitmentsto be established, which shall (x) be identical as offered to each Lender under such Existing RevolverTranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender140

under such Existing Revolver Tranche and (y) be identical to the Revolving Credit Commitments underthe Existing Revolver Tranche from which such Extending Revolving Credit Commitments are to beamended, except that: (i) the Maturity Date of the Extending Revolving Credit Commitments may bedelayed to a later date than the Maturity Date of the Revolving Credit Commitments of such ExistingRevolver Tranche, to the extent provided in the applicable Extension Amendment; (ii) the Effective Yieldwith respect to extensions of credit under the Extending Revolving Credit Commitments (whether in theform of interest rate margin, upfront fees, commitment fees, OID or otherwise) may be different than theEffective Yield for extensions of credit under the Revolving Credit Commitments of such ExistingRevolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) theExtension Amendment may provide for other covenants and terms that apply solely to any period afterthe Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediatelyprior to the establishment of such Extending Revolving Credit Commitments); and (iv) all borrowingsunder the applicable Revolving Credit Commitments (i.e., the Existing Revolver Tranche and theExtending Revolving Credit Commitments of the applicable Revolver Extension Series) and repaymentsthereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rateson Extending Revolving Credit Commitments (and related outstandings) and (II) repayments requiredupon the Maturity Date of the non-extending Revolving Credit Commitments); provided, further, that (A)in no event shall the final maturity date of any Extending Revolving Credit Commitments of a givenRevolver Extension Series at the time of establishment thereof be earlier than the then Latest MaturityDate of any other Revolving Credit Commitments hereunder, (B) [reserved], and (C) all documentation inrespect of such Extension Amendment shall be consistent with the foregoing. Any Extending RevolvingCredit Commitments amended pursuant to any Revolver Extension Request shall be designated a series(each, a “Revolver Extension Series”) of Extending Revolving Credit Commitments for all purposes ofthis Agreement; provided that any Extending Revolving Credit Commitments amended from an ExistingRevolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated asan increase in any previously established Revolver Extension Series with respect to such ExistingRevolver Tranche. Each Revolver Extension Series of Extending Revolving Credit Commitmentsincurred under this Section 2.16 shall be in an aggregate principal amount that is not less than $5,000,000.(c) Extension Request. The Borrower shall provide the applicable Extension Request at leastthree (3) Business Days prior to the date on which Lenders under the Existing Term Loan Tranche orExisting Revolver Tranche, as applicable, are requested to respond, and shall agree to such procedures, ifany, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonablyto accomplish the purposes of this Section 2.16. No Lender shall have any obligation to agree to haveany of its Term Loans of any Existing Term Loan Tranche amended into Extending Term Loans or any ofits Revolving Credit Commitments amended into Extending Revolving Credit Commitments, asapplicable, pursuant to any Extension Request. Any Lender holding a Loan under an Existing Term LoanTranche (each, an “Extending Term Lender”) wishing to have all or a portion of its Term Loans underthe Existing Term Loan Tranche subject to such Extension Request amended into Extending Term Loansand any Revolving Credit Lender (each, an “Extending Revolving Credit Lender”) wishing to have ▇▇▇▇▇ a portion of its Revolving Credit Commitments under the Existing Revolver Tranche subject to suchExtension Request amended into Extending Revolving Credit Commitments, as applicable, shall notifythe Administrative Agent (each, an “Extension Election”) on or prior to the date specified in suchExtension Request of the amount of its Term Loans under the Existing Term Loan Tranche or RevolvingCredit Commitments under the Existing Revolver Tranche, as applicable, which it has elected to requestbe amended into Extending Term Loans or Extending Revolving Credit Commitments, as applicable(subject to any minimum denomination requirements imposed by the Administrative Agent). In the eventthat the aggregate principal amount of Term Loans under the Existing Term Loan Tranche or RevolvingCredit Commitments under the Existing Revolver Tranche, as applicable, in respect of which applicableTerm Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevantExtension Request exceeds the amount of Extending Term Loans or Extending Revolving Credit141

Commitments, as applicable, requested to be extended pursuant to the Extension Request, Term Loans orRevolving Credit Commitments, as applicable, subject to Extension Elections shall be amended toExtending Term Loans or Revolving Credit Commitments, as applicable, on a pro rata basis (subject torounding by the Administrative Agent, which shall be conclusive) based on the aggregate principalamount of Term Loans or Revolving Credit Commitments, as applicable, included in each such ExtensionElection.(d) Extension Amendment. Extending Term Loans and Extending Revolving CreditCommitments shall be established pursuant to an amendment (each, an “Extension Amendment”) to thisAgreement among the Borrower, the Administrative Agent and each Extending Term Lender orExtending Revolving Credit Lender, as applicable, providing an Extending Term Loan or ExtendingRevolving Credit Commitment, as applicable, thereunder, which shall be consistent with the provisionsset forth in Sections 2.16(a) or (b) above, respectively (but which shall not require the consent of anyother Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on thedate thereof of each of the conditions set forth in Section 4.02(i) and, to the extent reasonably requestedby the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutionsand officers’ certificates consistent with those delivered on the Closing Date other than changes to suchlegal opinion resulting from a change in law, change in fact or change to counsel’s form of opinionreasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or suchamendments to the Collateral Documents as may be reasonably requested by the Administrative Agent inorder to ensure that the Extending Term Loans or Extending Revolving Credit Commitments, asapplicable, are provided with the benefit of the applicable Loan Documents. The Borrower may, at itselection, specify as a condition to consummating any Extension Amendment that a minimum amount (tobe determined and specified in the relevant Extension Request in the Borrower’s sole discretion and asmay be waived by the Borrower) of Term Loans, Revolving Credit Commitments or IncrementalRevolving Credit Commitments (as applicable) of any or all applicable Classes be tendered. TheAdministrative Agent shall promptly notify each Lender as to the effectiveness of each ExtensionAmendment. Each of the parties hereto hereby agrees that this Agreement and the other Loan Documentsmay be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to theextent (but only to the extent) necessary to (i) reflect the existence and terms of the Extending TermLoans or Extending Revolving Credit Commitments, as applicable, incurred pursuant thereto, (ii) modifythe scheduled repayments set forth in Section 2.07 with respect to any Existing Term Loan Tranchesubject to an Extension Election to reflect a reduction in the principal amount of the Term Loansthereunder in an amount equal to the aggregate principal amount of the Extending Term Loans amendedpursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduledrepayments of such Term Loans required pursuant to Section 2.07), (iii) modify the prepayments set forthin Section 2.05 to reflect the existence of the Extending Term Loans and the application of prepaymentswith respect thereto, (iv) make such other changes to this Agreement and the other Loan Documentsconsistent with the provisions and intent of the second paragraph of Section 10.01 (without the consent ofthe Required Lenders called for therein) and (v) effect such other amendments to this Agreement and theother Loan Documents as may be necessary or appropriate, in the reasonable opinion of theAdministrative Agent and the Borrower, to effect the provisions of this Section 2.16, and the RequiredLenders hereby expressly authorize the Administrative Agent to enter into any such ExtensionAmendment.(e) No conversion of Loans pursuant to any Extension in accordance with this Section 2.16shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.(f) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.142

Section 2.17. Defaulting Lenders. (a) Adjustments. Notwithstanding anything to the contrarycontained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as thatLender is no longer a Defaulting Lender, to the extent permitted by applicable Law:(i) Waivers and Amendments. That Defaulting Lender’s right to approve ordisapprove any amendment, waiver or consent with respect to this Agreement shall be restrictedas set forth in Section 10.01.(ii) Reallocation of Payments. Any payment of principal, interest, fees or otheramounts received by the Administrative Agent for the account of that Defaulting Lender (whethervoluntary or mandatory, at maturity, pursuant to Article 8 or otherwise), shall be applied at suchtime or times as may be determined by the Administrative Agent as follows: first, to the paymentof any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second,to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to L/C Issuersor Swing Line Lender hereunder; third, if so determined by the Administrative Agent orrequested by any L/C Issuer or Swing Line Lender, to be held as Cash Collateral for futurefunding obligations of that Defaulting Lender of any participation in any Swing Line Loan orLetter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Defaulthas occurred and is continuing), to the funding of any Loan in respect of which that DefaultingLender has failed to fund its portion thereof as required by this Agreement, as determined by theAdministrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, tobe held in a non-interest bearing deposit account and released in order to satisfy obligations ofthat Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amountsowing to the Lenders, the L/C Issuers or the Swing Line Lender as a result of any judgment of acourt of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line Lenderagainst that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligationsunder this Agreement; seventh, so long as no Default or Event of Default has occurred and iscontinuing, to the payment of any amounts owing to the Borrower as a result of any judgment ofa court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as aresult of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, tothat Defaulting Lender or as otherwise directed by a court of competent jurisdiction; providedthat if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings inrespect of which that Defaulting Lender has not fully funded its appropriate share and (y) suchLoans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 weresatisfied or waived, such payment shall be applied solely to pay the Loans of, and L/CBorrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to thepayment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments,prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) topay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lenderirrevocably consents hereto.(iii) Certain Fees. That Defaulting Lender (x) shall not be entitled to receive anycommitment fee pursuant to Section 2.09(a) for any period during which that Lender is aDefaulting Lender (and the Borrower shall not be required to pay any such fee that otherwisewould have been required to have been paid to that Defaulting Lender) and (y) shall be limited inits right to receive Letter of Credit fees as provided in Section 2.03(h).(iv) Reallocation of Pro Rata Share to Reduce Fronting Exposure. During anyperiod in which there is a Defaulting Lender, for purposes of computing the amount of theobligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters143

of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Pro Rata Share of eachNon-Defaulting Lender’s Revolving Credit Loans and L/C Obligations shall be computed withoutgiving effect to the Commitment of that Defaulting Lender; provided that (i) each suchreallocation shall be given effect only if, at the date the applicable Lender becomes a DefaultingLender, no Default or Event of Default has occurred and is continuing; and (ii) the aggregateobligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Lettersof Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) theRevolving Credit Commitment of that Non-Defaulting Lender minus (2) the aggregateOutstanding Amount of the Loans of that Lender. Subject to Section 10.23, no reallocationhereunder shall constitute a waiver or release of any claim of any party hereunder against aDefaulting Lender arising from that ▇▇▇▇▇▇ having become a Defaulting Lender, including anyclaim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increasedexposure following such reallocation. If the allocation described in this clause (iv) cannot, or canonly partially, be effected, the Borrower shall, without prejudice to any right or remedy availableto it hereunder or under law, (x) first, prepay Swing Line Loans in an amount equal to the SwingLine Lenders’ Fronting Exposure and (y) second, Cash Collateralize the L/C Issuers’ FrontingExposure in accordance with the procedures satisfactory to such L/C Issuer (in its solediscretion).(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent, Swing Line Lenderand the L/C Issuers agree in writing in their sole discretion that a Defaulting Lender should no longer bedeemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereuponas of the effective date specified in such notice and subject to any conditions set forth therein (which mayinclude arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable,purchase that portion of outstanding Loans of the other Lenders or take such other actions as theAdministrative Agent may determine to be necessary to cause the Revolving Credit Loans and funded andunfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by theLenders in accordance with their Pro Rata Share (without giving effect to Section 2.17(a)(iv)), whereuponthat Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactivelywith respect to fees accrued or payments made by or on behalf of the Borrower while that ▇▇▇▇▇▇ was aDefaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by theaffected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver orrelease of any claim of any party hereunder arising from that ▇▇▇▇▇▇’s having been a Defaulting Lender.ARTICLE 3TAXES, INCREASED COSTS PROTECTION AND ILLEGALITYSection 3.01. Taxes. (a) Except as provided in this Section 3.01, any and all payments madeby or on account of the Borrower (the term Borrower under this Article 3 being deemed to include anySubsidiary for whose account a Letter of Credit is issued) or any Guarantor under any Loan Documentshall be made free and clear of and without deduction for any and all present or future taxes, duties,levies, imposts, assessments or withholdings (including backup withholding) or similar charges imposedby any Governmental Authority including interest, penalties and additions to tax (collectively “Taxes”),except as required by applicable Law. If the Borrower, any Guarantor or other applicable withholdingagent shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under anyLoan Document to any Agent or any Lender, (A) to the extent the Tax in question is an Indemnified Tax,the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after makingall required deductions (including deductions applicable to additional sums payable under this Section3.01), each of such Agent and such Lender receives an amount equal to the sum it would have receivedhad no such deductions been made, (B) the applicable withholding agent shall make such deductions, (C)the applicable withholding agent shall pay the full amount deducted to the relevant Governmental144

Authority in accordance with applicable Laws, and (D) within thirty (30) days after the date of suchpayment (or, if receipts or evidence are not available within thirty (30) days, as soon as possiblethereafter), if the Borrower or any Guarantor is the applicable withholding agent, the Borrower or suchGuarantor, as applicable, shall furnish to such Agent or Lender (as the case may be) the original or a copyof a receipt evidencing payment thereof or other evidence reasonably acceptable to such Agent or Lender.(b) In addition, each Loan Party agrees to pay any and all present or future stamp, court ordocumentary taxes and any other excise, property, intangible or mortgage recording taxes, or charges orlevies of the same character, imposed by any Governmental Authority, that arise from any payment madeunder any Loan Document or from the execution, delivery, performance, enforcement or registration of,or otherwise with respect to, any Loan Document (including additions to tax, penalties and interest relatedthereto) excluding, in each case, such amounts that result from an Agent or Lender’s Assignment andAssumption, grant of a participation, transfer or assignment to or designation of a new applicable LendingOffice or other office for receiving payments under any Loan Document (collectively, “AssignmentTaxes”) to the extent such Assignment Taxes result from a connection that the assignor and/or theassignee has with the taxing jurisdiction other than a connection arising out of the Loan Documents or thetransactions therein, except for such Assignment Taxes resulting from assignment or participation that isrequested or required in writing by the Borrower (all such non-excluded Taxes described in this Section3.01(b) being hereinafter referred to as “Other Taxes”).(c) Each Loan Party agrees to indemnify each Agent and each Lender for (i) the full amountof Indemnified Taxes and Other Taxes payable by such Agent or such Lender and (ii) any reasonableexpenses arising therefrom or with respect thereto, in each case whether or not such Taxes were correctlyor legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount ofsuch payment or liability prepared in good faith by such Agent or Lender (or by an Agent on behalf ofsuch Lender), accompanied by a written statement thereof setting forth in reasonable detail the basis andcalculation of such amounts shall be conclusive absent manifest error.(d) Each Lender (which term, solely for purposes of this 3.01(d) shall include theAdministrative Agent) shall, at such times as are reasonably requested by the Borrower or theAdministrative Agent, provide the Borrower and the Administrative Agent with any documentationprescribed by Law or reasonably requested by the Borrower or the Administrative Agent certifying as toany entitlement of such Lender to an exemption from, or reduction in, withholding Tax with respect toany payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever alapse in time or change in circumstances renders such documentation obsolete or inaccurate in anymaterial respect, deliver promptly to the Borrower and the Administrative Agent updated or otherappropriate documentation (including any new documentation reasonably requested by the Borrower orthe Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of itslegal ineligibility to do so. Unless the applicable withholding agent has received forms or otherdocuments satisfactory to it indicating that payments under any Loan Document to or for a Lender are notsubject to withholding Tax or are subject to such Tax at a rate reduced by an applicable tax treaty, theBorrower, the Administrative Agent or other applicable withholding agent may withhold amountsrequired to be withheld by applicable Law from such payments at the applicable statutory rate.Notwithstanding any other provision of this clause (d), a Lender shall not be required to deliver any formpursuant to this clause (d) that such Lender is not legally eligible to deliver. Without limiting theforegoing: (A) Each Lender that is a United States person (as defined in Section7701(a)(30) of the Code) shall deliver to the Borrower and the Administrative Agent onor before the date on which it becomes a party to this Agreement two properly completed145

and ▇▇▇▇ signed original copies of Internal Revenue Service Form W-9 (or any successorform) certifying that such Lender is exempt from federal backup withholding.(B) Each Lender that is not a United States person (as defined in Section7701(a)(30) of the Code) shall deliver to the Borrower and the Administrative Agent onor before the date on which it becomes a party to this Agreement whichever of thefollowing is applicable:(I) two properly completed and duly signed original copies ofInternal Revenue Service Form W-8BEN or W-8BEN-E (or any successor forms)claiming eligibility for the benefits of an income tax treaty to which the UnitedStates is a party, and such other documentation as required under the Code,(II) two properly completed and duly signed original copies ofInternal Revenue Service Form W-8ECI (or any successor forms),(III) a United States Tax Compliance Certificate in the form ofExhibit M claiming the benefits of the exemption for portfolio interest underSection 881(c) of the Code, and two properly completed and duly signed originalcopies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or anysuccessor form) or(IV) to the extent a Lender is not the beneficial owner (for example,where the Lender is a partnership or a participating Lender), Internal RevenueService Form W-8IMY (or any successor forms) of the Lender, accompanied bya Form W-8ECI, W-8BEN or W-8BEN-E, United States Tax ComplianceCertificate, Form W-9, Form W-8IMY and/or any other required informationfrom each beneficial owner, as applicable and to the extent required under thisSection 3.01(d) as if such beneficial owner were a Lender hereunder (providedthat if the Lender is a partnership and not a participating Lender, and one or moredirect or indirect partners of such Lender are claiming the portfolio interestexemption, the United States Tax Compliance Certificate may be provided ▇▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of such partner(s)).(C) Without limiting the provisions of clause (d)(A) of this Section 3.01, if apayment made to a Lender under any Loan Document would be subject to Tax imposedby FATCA if such Lender were to fail to comply with the applicable reportingrequirements of FATCA (including those contained in Section 1471(b) or 1472(b) of theCode, as applicable), such Lender shall deliver to the Borrower and the AdministrativeAgent, at the time or times prescribed by law and at such time or times reasonablyrequested by the Borrower or the Administrative Agent, such documentation prescribedby applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) andsuch additional documentation reasonably requested by the Borrower or theAdministrative Agent as may be necessary for the Borrower and the AdministrativeAgent to comply with their obligations under FATCA, to determine whether such Lenderhas or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA and to determinethe amount, if any, to deduct and withhold from such payment. Solely for purposes ofthis Section 3.01(d)(C), “FATCA” shall include any amendments made to FATCA afterthe Closing Date. 146

(D) Each Lender hereby authorizes the Administrative Agent to deliver to theLoan Parties and to any successor Administrative Agent any documentation provided ▇▇▇▇▇▇ ▇▇▇▇▇▇ to the Administrative Agent pursuant to this Section 3.01(d).(e) Any Lender claiming any additional amounts payable pursuant to this Section 3.01 and Section 3.04(a) shall, if requested by the Borrower, use its reasonable efforts to change the jurisdiction ofits Lending Office (or take any other measures reasonably requested by the Borrower) if such a change orother measures would reduce any such additional amounts (including any such additional amounts thatmay thereafter accrue) and would not, in the sole determination of such Lender, result in anyunreimbursed cost or expense or be otherwise materially disadvantageous to such Lender.(f) If any Lender or Agent receives a refund in respect of any Indemnified Taxes or OtherTaxes as to which indemnification or additional amounts have been paid to it by any Loan Party pursuantto this Section 3.01, it shall promptly remit such refund to such Loan Party (but only to the extent ofindemnification or additional amounts paid by such Loan Party under this Section 3.01 with respect toIndemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses(including any Taxes) of the Lender or Agent, as the case may be, and without interest (other than anyinterest paid by the relevant Governmental Authority with respect to such refund); provided that suchLoan Party, upon the request of the Lender or Agent, as the case may be, agrees promptly to return suchrefund (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) tosuch Lender or Agent in the event such Lender or Agent is required to repay such refund to the relevantGovernmental Authority. This section shall not be construed to require the Administrative Agent or anyLender to make available its tax returns (or any other information relating to Taxes that it deemsconfidential) to the Borrower or any other person.(g) For the avoidance of doubt, the term “Lender” for purposes of this Section 3.01 shallinclude each L/C Issuer and Swing Line Lender and the term “applicable Law” shall include FATCA.Section 3.02. Illegality. If any Lender determines that any Law has made it unlawful, or thatany Governmental Authority has asserted that it is unlawful, for any Lender or its applicable LendingOffice to make, maintain or fund Eurocurrency Rate Loans (whether denominated in Dollars or any otherApproved Currency) or Term SOFR Loans, or to determine or charge interest rates based upon theEurocurrency Rate or Term SOFR, then, on notice thereof by such Lender to the Borrower through theAdministrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans orTerm SOFR Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans andTerm SOFR Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans orTerm SOFR Loans, as applicable, shall be suspended until such ▇▇▇▇▇▇ notifies the Administrative Agentand the Borrower that the circumstances giving rise to such determination no longer exist. Upon receiptof such notice, the Borrower shall, upon demand from such Lender (with a copy to the AdministrativeAgent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicableEurocurrency Rate Loans or Term SOFR Loans, as applicable, of such Lender to Base Rate Loans, eitheron the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain suchEurocurrency Rate Loans or such Term SOFR Loans to such day, or promptly, if such Lender may notlawfully continue to maintain such Eurocurrency Rate Loans or Term SOFR Loans. Upon any suchprepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid orconverted and all amounts due, if any, in connection with such prepayment or conversion under Section3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the needfor such notice and will not, in the good faith judgment of such Lender, otherwise be materiallydisadvantageous to such Lender. For the avoidance of doubt, invalidity of the Term SOFR determined147

pursuant to clause (a) thereof without giving effect to clause (a)(ii) thereof shall not affect ability of theBorrower to incur Daily SOFR Loans pursuant to clause (a)(ii) of the definition thereof.Section 3.03. Inability to Determine Rates. If either the Required Lenders determine or theAdministrative Agent reasonably determines in good faith that (i) for any reason adequate and reasonablemeans do not exist for determining the applicable Eurocurrency Rate for any requested Interest Period orTerm SOFR for any requested Interest Period, as applicable, with respect to a proposed EurocurrencyRate Loan or Term SOFR Loan in a given Approved Currency, or (ii) that the Eurocurrency Rate for anyrequested Interest Period with respect to a proposed Eurocurrency Rate Loan in such Approved Currencydoes not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits inthe applicable Approved Currency in which such proposed Eurocurrency Rate Loan is to be denominatedare not being offered to banks in the applicable offshore interbank market for the applicable amount andthe Interest Period of such Eurocurrency Rate Loan, in each case, in the applicable Approved Currency,the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, theobligation of the Lenders to make or maintain Eurocurrency Rate Loans or Term SOFR Loans, asapplicable, in the affected Approved Currency shall be suspended until the Administrative Agent (uponthe instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrowermay revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency RateLoans or a Borrowing of or conversion to Term SOFR Loans, in each case, denominated in the affectedApproved Currency, and make any such request into a request for a Borrowing of Daily SOFR Loans or,failing that, will be deemed to have converted such request, if applicable, into a request for a Borrowingof Base Rate Loan in the amount specified therein.Section 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves onEurocurrency Rate Loans and Term SOFR Revolving Loans. (a) If any Lender reasonably determinesthat as a result of the introduction of or any change in or in the interpretation of any Law, in each caseafter the Closing Date, or such Lender’s compliance therewith, there shall be any increase in the cost tosuch Lender of agreeing to make or making, funding or maintaining any Eurocurrency Rate Loans orTerm SOFR Revolving Loans, as applicable, or (as the case may be) issuing or participating in Letters ofCredit, or a reduction in the amount received or receivable by such Lender in connection with any of theforegoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amountresulting from (i) Indemnified Taxes or Other Taxes, or any Taxes excluded from the definition ofIndemnified Taxes under exceptions (i) through (v) thereof or (ii) reserve requirements contemplated by Section 3.04(c)) and the result of any of the foregoing shall be to increase the cost to such Lender ofmaking or maintaining the Eurocurrency Rate Loan or Term SOFR Revolving Loans, as applicable (or ofmaintaining its obligations to make any Loan), or to reduce the amount of any sum received or receivableby such Lender, then from time to time within fifteen (15) days after demand by such Lender setting forthin reasonable detail such increased costs (with a copy of such demand to the Administrative Agent givenin accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as willcompensate such Lender for such increased cost or reduction. Notwithstanding anything herein to thecontrary, for all purposes under this Agreement, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and ConsumerProtection Act and all requests, rules, guidelines or directives thereunder or issued in connectiontherewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for Internationalsettlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or theUnited States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case bedeemed to be a change in Law, regardless of the date enacted, adopted or issued.(b) If any Lender determines that the introduction of any Law regarding capital adequacy orany change therein or in the interpretation thereof, in each case after the Closing Date, or compliance bysuch Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capitalof such Lender or any Person controlling such Lender as a consequence of such Lender’s obligations148

hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’sdesired return on capital), then from time to time upon demand of such Lender setting forth in reasonabledetail the charge and the calculation of such reduced rate of return (with a copy of such demand to theAdministrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender suchadditional amounts as will compensate such Lender for such reduction within fifteen (15) days afterreceipt of such demand.(c) The Borrower shall pay to each Lender, (i) as long as such Lender shall be required tomaintain reserves, capital or liquidity with respect to liabilities or assets consisting of or including fundsor deposits, additional interest on the unpaid principal amount of each applicable Eurocurrency Rate Loanor Term SOFR Revolving Loan, as applicable, of the Borrower equal to the actual costs of such reserves,capital or liquidity allocated to such Loan by such Lender (as determined by such Lender in good faith,which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Lendershall be required to comply with any reserve ratio, capital or liquidity requirement or analogousrequirement of any other central banking or financial regulatory authority imposed in respect of themaintenance of the Commitments or the funding of any Eurocurrency Rate Loans or Term SOFRRevolving Loans, as applicable, of the Borrower, such additional costs (expressed as a percentage perannum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costsallocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith,which determination shall be conclusive absent manifest error) which in each case shall be due andpayable on each date on which interest is payable on such Loan; provided the Borrower shall havereceived at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of suchadditional interest or cost from such Lender. If a Lender fails to give notice fifteen (15) days prior to therelevant Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) daysfrom receipt of such notice.(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such ▇▇▇▇▇▇’s right to demand such compensation.(e) If any Lender requests compensation under this Section 3.04, then such Lender will, ifrequested by the Borrower, use commercially reasonable efforts to designate another Lending Office forany Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, inthe reasonable judgment of such Lender, cause such Lender and its Lending Office(s) to suffer nomaterial economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section3.04(e) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lenderpursuant to Sections 3.04 (a), (b), (c) or (d).(f) Notwithstanding anything set forth in clauses (a)-(c) above, any Lender shall becompensated pursuant to this Section 3.04 only if such Lender imposes such costs or charges under othersyndicated credit facilities involving similarly situated borrowers that such Lender is a lender under.Section 3.05. Funding Losses. Upon written demand of any Lender (with a copy to theAdministrative Agent) from time to time, the Borrower shall promptly compensate such Lender for andhold such Lender harmless from any loss, cost or expense actually incurred by it as a result of:(a) any continuation, conversion, payment or prepayment of any Eurocurrency Rate Loan ofthe Borrower on a day prior to the last day of the Interest Period for such Loan;(b) any failure by the Borrower (for a reason other than the failure of such Lender to make aLoan) to prepay, borrow, continue or convert any Eurocurrency Rate Loan of the Borrower on the date ▇▇▇▇ the amount notified by the Borrower, including any loss or expense (excluding loss of anticipated149

profits) arising from the liquidation or reemployment of funds obtained by it to maintain such Loan orfrom fees payable to terminate the deposits from which such funds were obtained; or(c) any failure by the Borrower to make payment of any Loan or drawing under any Letter ofCredit (or interest due thereon) denominated in an Approved Foreign Currency on its scheduled due dateor any payment thereof in a different currency.For purposes of calculating amounts payable by the Borrower to the Lenders under this Section3.05, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at theEurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore interbankmarket for the applicable currency for a comparable amount and for a comparable period, whether or notsuch Eurocurrency Rate Loan was in fact so funded; provided, that in the case of Section 3.05(a), if anysuch Eurocurrency Rate Loan has an Eurocurrency Rate floor, any amount owing by the Borrower to theLender shall be reduced by the amount of interest income accrued during the completed portion of theInterest Period at a rate equal to the Eurocurrency Rate floor over the applicable Eurocurrency Rate forsuch Interest Period.Section 3.06. Matters Applicable to All Requests for Compensation. (a) Any Agent or anyLender claiming compensation under this Article 3 shall deliver a certificate to the Borrower setting forththe additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence ofmanifest error. In determining such amount, such Agent or such Lender may use any reasonableaveraging and attribution methods.(b) With respect to any Lender’s claim for compensation under Sections 3.01, 3.02, 3.03 or 3.04, the Borrower shall not be required to compensate such Lender for any amount incurred more thanone hundred and eighty (180) days prior to the date that such Lender notifies the Borrower of the eventthat gives rise to such claim; provided that if the circumstance giving rise to such claim is retroactive,then such 180-day period referred to above shall be extended to include the period of retroactive effectthereof. If any Lender requests compensation by the Borrower under Section 3.04, the Borrower may, bynotice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender tomake or continue from one Interest Period to another applicable Eurocurrency Rate Loan, to make TermSOFR Loans or, if applicable, to convert Base Rate Loans into Eurocurrency Rate Loans or Term SOFRLoans, as applicable, until the event or condition giving rise to such request ceases to be in effect (inwhich case the provisions of Section 3.06(c) shall be applicable); provided that such suspension shall notaffect the right of such Lender to receive the compensation so requested.(c) If the obligation of any Lender to make or continue any Eurocurrency Rate Loan, makeTerm SOFR Loans or to convert Base Rate Loans into Eurocurrency Rate Loans or Term SOFR Loans, asapplicable, shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s applicable EurocurrencyRate Loans or Term SOFR Loan, as applicable, shall be automatically converted into Base Rate Loans(or, if such conversion is not possible, repaid) on the last day(s) of the then current Interest Period(s) forsuch Eurocurrency Rate Loans or Term SOFR Loans (or, in the case of an immediate conversion requiredby Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives noticeas provided below that the circumstances specified in Sections 3.02, 3.03 or 3.04 hereof that gave rise tosuch conversion no longer exist:(i) to the extent that such Lender’s Eurocurrency Rate Loans or Term SOFR Loans,as applicable, have been so converted, all payments and prepayments of principal that wouldotherwise be applied to such Lender’s applicable Eurocurrency Rate Loans or Term SOFR Loans,as applicable, shall be applied instead to its Base Rate Loans; and150

(ii) all Loans that would otherwise be made or continued from one Interest Period toanother by such Lender as Eurocurrency Rate Loans or made as Term SOFR Loans, asapplicable, shall be made or continued instead as Base Rate Loans (if possible), and all Base RateLoans of such Lender that would otherwise be converted into Eurocurrency Rate Loans or TermSOFR Loans, as applicable, shall remain as Base Rate Loans.(d) If any Lender gives notice to the Borrower (with a copy to the Administrative Agent) thatthe circumstances specified in Sections 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of any ofsuch Lender’s Eurocurrency Rate Loans or Term SOFR Loans, as applicable, pursuant to this Section3.06 no longer exist (which such ▇▇▇▇▇▇ agrees to do promptly upon such circumstances ceasing to exist)at a time when Eurocurrency Rate Loans or Term SOFR Loans made by other Lenders under theapplicable Facility are outstanding, if applicable, such Lender’s Base Rate Loans shall be automaticallyconverted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding EurocurrencyRate Loans or Term SOFR Loans, to the extent necessary so that, after giving effect thereto, all Loansheld by the Lenders holding Eurocurrency Rate Loans or Term SOFR Loans under such Facility and bysuch Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) inaccordance with their respective Commitments for the applicable Facility.Section 3.07. Replacement of Lenders under Certain Circumstances. (a) If at any time (i) theBorrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01(with respect to Indemnified Taxes) or Section 3.04 as a result of any condition described in suchSections or any Lender ceases to make any Eurocurrency Rate Loans or Term SOFR Loans, in each case,as a result of any condition described in Section 3.02 or Section 3.04, (ii) any Lender becomes aDefaulting Lender or (iii) any Lender becomes a Non-Consenting Lender, then the Borrower, may so longas no Event of Default has occurred and is continuing, at its sole cost and expense, on ten (10) BusinessDays’ prior written notice to the Administrative Agent and such Lender, (x) replace such Lender bycausing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (withthe assignment fee to be paid by the Borrower in such instance) all of its rights and obligations under thisAgreement (in respect of any applicable Facility only in the case of clause (i) or (ii) or, with respect to aClass vote, clause (iii)) to one or more Eligible Assignees (or with respect to any assignment to anyAffiliated Lender, pursuant to Section 10.07(l)); provided that neither the Administrative Agent nor anyLender shall have any obligation to the Borrower to find a replacement Lender or other such Person; andprovided, further, that (A) in the case of any such assignment resulting from a claim for compensationunder Section 3.04 or payments required to be made pursuant to Section 3.01 (with respect to IndemnifiedTaxes), such assignment will result in a reduction in such compensation or payments and (B) in the caseof any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicableEligible Assignees shall have agreed to, and shall be sufficient (together with all other consentingLenders) to cause the adoption of, the applicable departure, waiver or amendment of the LoanDocuments; or (y) terminate the Commitment of such Lender or L/C Issuer (in respect of any applicableFacility only in the case of clauses (i) - (iii)), as the case may be, and (1) in the case of a Lender (otherthan an L/C Issuer), repay all Obligations of the Borrower owing to such Lender relating to the Loans andparticipations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repayall Obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held bythe L/C Issuer as well as all Letters of Credit issued by such L/C Issuer as of such termination date andcancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; providedthat in the case of any such termination of a Non-Consenting Lender such termination shall be sufficient(together with all other consenting Lenders) to cause the adoption of the applicable departure, waiver oramendment of the Loan Documents and such termination shall be in respect of any applicable Facilityonly in the case of clause (i) or (ii) or, with respect to a Class vote, clause (iii).151

(b) Any Lender being replaced pursuant to Section 3.07(a)(x) above shall (i) execute anddeliver an Assignment and Assumption with respect to such Lender’s applicable Commitment andoutstanding Loans and participations in L/C Obligations and Swing Line Loans in respect thereof, and (ii)deliver any Notes evidencing such Loans to the Borrower or Administrative Agent. Pursuant to suchAssignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, ofthe assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations andSwing Line Loans, (B) all obligations of the Borrower owing to the assigning Lender relating to theLoans, Commitments and participations so assigned shall be paid in full by the assignee Lender to suchassigning Lender concurrently with such Assignment and Assumption and (C) upon such payment and, ifso requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notesexecuted by the Borrower, the assignee Lender shall become a Lender hereunder and the assigningLender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitmentsand participations, except with respect to indemnification provisions under this Agreement, which shallsurvive as to such assigning Lender. In connection with any such replacement, if any such Non-Consenting Lender or Defaulting Lender does not execute and deliver to the Administrative Agent a dulyexecuted Assignment and Assumption reflecting such replacement within five (5) Business Days of thedate on which the assignee Lender executes and delivers such Assignment and Assumption to such Non-Consenting Lender or Defaulting Lender, then such Non-Consenting Lender or Defaulting Lender shallbe deemed to have executed and delivered such Assignment and Assumption without any action on thepart of the Non-Consenting Lender or Defaulting Lender.(c) Notwithstanding anything to the contrary contained above, any Lender that acts as an L/CIssuer may not be replaced hereunder at any time that it has any Letter of Credit outstanding hereunderunless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a backupstandby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/CIssuer or the depositing of cash collateral into a cash collateral account in amounts and pursuant toarrangements reasonably satisfactory to such L/C Issuer) have been made with respect to each suchoutstanding Letter of Credit and the Lender that acts as the Administrative Agent may not be replacedhereunder except in accordance with the terms of Section 9.09.(d) In the event that (i) the Borrower or the Administrative Agent has requested that theLenders consent to a departure or waiver of any provisions of the Loan Documents or agree to anyamendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of eachLender, each affected Lender or each affected Lender of a certain Class in accordance with the terms of Section 10.01 or all the Lenders with respect to a certain Class of the Loans and (iii) the RequiredLenders (or, in the case of a consent, waiver or amendment involving all affected Lenders of a certainClass, the Required Class Lenders as applicable) have agreed to such consent, waiver or amendment, thenany Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”Section 3.08. Survival. Each party’s obligations under this Article 3 shall survive terminationof the Aggregate Commitments and repayment of all other Obligations hereunder.ARTICLE 4CONDITIONS PRECEDENT TO CREDIT EXTENSIONSSection 4.01. Conditions to Initial Credit Extension. The obligation of each Lender to make aCredit Extension hereunder on the Closing Date is subject to satisfaction of the following conditionsprecedent, except as otherwise agreed between the Borrower and the Administrative Agent:152

(a) The Administrative Agent’s receipt of the following, each of which shall be originals orpdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properlyexecuted by a Responsible Officer of the signing Loan Party each in form and substance reasonablysatisfactory to the Administrative Agent and its legal counsel:(i) a Committed Loan Notice in accordance with the requirements hereof;(ii) executed counterparts of this Agreement;(iii) each Collateral Document set forth on Schedule 1.01B required to be executed onthe Closing Date as indicated on such schedule, duly executed by each Loan Party thereto,together with (subject to the last paragraph of this Section 4.01):(A) certificates, if any, representing the Pledged Equity in the Borrower and,to the extent received from the Company after the Borrower’s use of commerciallyreasonable efforts to obtain such Pledged Equity, in each wholly owned DomesticSubsidiary of the Borrower (other than those described under clause (b) of the definitionof “Excluded Subsidiary”), accompanied by undated stock or membership interestpowers executed in blank and instruments evidencing the Pledged Debt (including theIntercompany Note) indorsed in blank (or confirmation in lieu thereof reasonablysatisfactory to the Administrative Agent or its counsel that such certificates, powers andinstruments have been sent for overnight delivery to the Collateral Agent or its counsel);(B) copies of proper financing statements, filed or duly prepared for filingunder the Uniform Commercial Code in all United States jurisdictions that theAdministrative Agent may deem reasonably necessary in order to perfect and protect theLiens created under the Security Agreement on assets of Holdings, the Borrower andeach Subsidiary Guarantor that is party to the Security Agreement, covering theCollateral described in the Security Agreement; and(C) evidence that all other actions, recordings and filings required by theCollateral Documents as of the Closing Date or that the Administrative Agent may deemreasonably necessary to satisfy the Collateral and Guarantee Requirement shall have beentaken, completed or otherwise provided for in a manner reasonably satisfactory to theAdministrative Agent (it being understood that no insurance certificate, includingevidence of flood insurance, shall be required to be delivered on or prior to the ClosingDate);(iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actionsnecessary to cause the Collateral Agent to have a perfected first priority security interest in theCollateral (subject to Liens permitted under Section 7.01 which by operation of law or contractwould have priority over the Liens securing the Obligations) shall have been taken;(v) such certificates of good standing (to the extent such concept exists) from theapplicable secretary of state of the state of organization of each Loan Party, certificates ofresolutions or other action, incumbency certificates, certificates of incorporation and/or othercertificates of Responsible Officers of each Loan Party as the Administrative Agent mayreasonably require evidencing the identity, authority and capacity of each Responsible Officerthereof authorized to act as a Responsible Officer in connection with this Agreement and the153

other Loan Documents to which such Loan Party is a party or is to be a party on the ClosingDate; (vi) an opinion from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Loan Parties;(vii) a solvency certificate from the chief financial officer, chief accounting officer orother officer with equivalent duties of the Borrower (after giving effect to the Transactions)substantially in the form attached hereto as Exhibit E-2 (or, at the sole option and discretion ofthe Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on aconsolidated basis issued by a nationally recognized firm);(viii) a certificate, dated the Closing Date and signed by a Responsible Officer of theBorrower, confirming satisfaction of the conditions set forth in Sections 4.01(c) and (g); and(ix) the Perfection Certificate, duly completed and executed by the Loan Parties.(b) The Closing Fees and all fees and expenses due to the Lead Arrangers and their Affiliatesrequired to be paid on the Closing Date and (in the case of expenses) invoiced at least three BusinessDays before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have beenpaid from the proceeds of the initial funding under the Facilities.(c) The Equity Investment shall have been consummated, or shall be consummatedsubstantially concurrently with the borrowing of the Initial Term Loans on the Closing Date.(d) The Lead Arrangers shall have received the Audited Financial Statements and the ProForma Financial Statements.(e) The Administrative Agent shall have received at least 3 Business Days prior to theClosing Date all documentation and other information about the Borrower and the Guarantors requiredunder applicable “know your customer” and anti-money laundering rules and regulations, including theUSA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 BusinessDays prior to the Closing Date.(f) Since September 30, 2016, there has been no Material Adverse Effect (as defined in thePurchase Agreement).(g) The Acquisition shall have been consummated, or shall be consummated substantiallyconcurrently with the initial borrowing under any Facility on the Closing Date, in accordance with theterms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived,amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (intheir capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld,delayed or conditioned).(h) The Specified Purchase Agreement Representations and the Specified Representationsshall be true and correct in all material respects on the Closing Date (except to the extent suchrepresentations and warranties expressly relate to an earlier date, in which case they shall be true andcorrect in all material respects as of such earlier date).Without limiting the generality of the provisions of Section 9.03(b), for purposes of determiningcompliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreementshall be deemed to have consented to, approved or accepted or to be satisfied with, each document or154

other matter required thereunder to be consented to or approved by or acceptable or satisfactory to aLender unless the Administrative Agent shall have received notice from such Lender prior to theproposed Closing Date specifying its objection thereto.Notwithstanding anything herein to the contrary, it is understood that other than with respect tothe execution and delivery of those certain Collateral Documents required to be delivered on the ClosingDate pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on anyCollateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commerciallyreasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall notconstitute a condition precedent for purposes of this Section 4.01, but instead shall be required to beprovided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subjectto extensions as agreed by the Administrative Agent in its reasonable discretion); provided that theAdministrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section4.01(a)(iii)(A) (subject to the limitations set forth therein).Section 4.02. Conditions to All Credit Extensions. The obligation of each Lender to honor anyRequest for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loansto the other Type, or a continuation of Eurocurrency Rate Loans or Term SOFR Loans and other than aRequest for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)), other than on the Closing Date, is subject to the following conditions precedent:(i) The representations and warranties of each Loan Party set forth in Article 5 andin each other Loan Document shall be true and correct in all material respects (except that anyrepresentation and warranty that is qualified as to “materiality” or “Material Adverse Effect”shall be true and correct in all respects as so qualified) on and as of the date of such CreditExtension with the same effect as though made on and as of such date, except to the extent suchrepresentations and warranties expressly relate to an earlier date, in which case they shall be trueand correct in all material respects as of such earlier date.(ii) No Default shall exist or would result from such proposed Credit Extension orfrom the application of the proceeds therefrom.(iii) The Administrative Agent and, if applicable, the relevant L/C Issuer or the SwingLine Lender shall have received a Request for Credit Extension in accordance with therequirements hereof.Each Request for Credit Extension (other than a Committed Loan Notice requesting only aconversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Term SOFR RateLoans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditionsspecified in Sections 4.02(i) and (ii) (or, in the case of a Request for Credit Extension in connection withan Incremental Amendment, the conditions specified in Section 2.14(d)) have been satisfied on and as ofthe date of the applicable Credit Extension. ARTICLE 5REPRESENTATIONS AND WARRANTIESThe Borrower, Holdings (solely to the extent applicable to it) and each of the SubsidiaryGuarantors party hereto represent and warrant to the Agents and the Lenders at the time of each CreditExtension that: 155

Section 5.01. Existence, Qualification and Power; Compliance with Laws. Each Loan Partyand each Restricted Subsidiary (a) is a Person duly organized or formed, validly existing and in goodstanding (where relevant) under the Laws of the jurisdiction of its incorporation or organization, (b) hasall requisite power and authority to (i) own or lease its assets and carry on its business as currentlyconducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under theLoan Documents to which it is a party, (c) is duly qualified and in good standing (where relevant) underthe Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of itsbusiness requires such qualification, (d) is in compliance with all Laws, orders, writs and injunctions and(e) has all requisite governmental licenses, authorizations, consents and approvals to operate its businessas currently conducted; except in each case, referred to in clause (a) (other than with respect to theBorrower), (b)(i) (other than with respect to the Borrower), (c), (d) and (e), to the extent that failure to doso would not reasonably be expected to have a Material Adverse Effect.Section 5.02. Authorization; No Contravention. The execution, delivery and performance byeach Loan Party of each Loan Document to which such Person is a party are within such Loan Party’scorporate or other powers, (a) have been duly authorized by all necessary corporate or otherorganizational action, and (b) do not (i) contravene the terms of any of such Person’s OrganizationalDocuments, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under(other than as permitted by Section 7.01), or require any payment to be made under (x) any ContractualObligation to which such Person is a party or affecting such Person or the properties of such Person orany of its Subsidiaries or (y) any material order, injunction, writ or decree of any Governmental Authorityor any arbitral award to which such Person or its property is subject, or (iii) violate any applicable Law;except with respect to any conflict, breach or contravention or payment (but not creation of Liens)referred to in clause (b) (ii)(x), to the extent that such violation, conflict, breach, contravention or paymentwould not reasonably be expected to have a Material Adverse Effect.Section 5.03. Governmental Authorization; Other Consents. No material approval, consent,exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority isnecessary or required in connection with (a) the execution, delivery or performance by, or enforcementagainst, any Loan Party of this Agreement or any other Loan Document, or for the consummation of theTransactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the CollateralDocuments, (c) the perfection or maintenance of the Liens created under the Collateral Documents(including the priority thereof) or (d) the exercise by the Administrative Agent or any Lender of its rightsunder the Loan Documents or the remedies in respect of the Collateral pursuant to the CollateralDocuments, except for (i) filings, recordings and registrations with Governmental Authorities necessaryto perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) theapprovals, consents, exemptions, authorizations, actions, notices and filings which have been dulyobtained, taken, given or made and are in full force and effect (except to the extent not required to beobtained, taken, given or made or be in full force and effect pursuant to the Collateral and GuaranteeRequirement) and (iii) those approvals, consents, exemptions, authorizations or other actions, notices orfilings, the failure of which to obtain or make would not reasonably be expected to have a MaterialAdverse Effect.Section 5.04. Execution, Delivery and Enforceability. This Agreement and each other LoanDocument has been duly executed and delivered by each Loan Party that is a party thereto. ThisAgreement and each other Loan Document constitutes, a legal, valid and binding obligation of such LoanParty, enforceable against each Loan Party that is a party thereto in accordance with its terms, except assuch enforceability may be limited by (i) Debtor Relief Laws and by general principles of equity, (ii) theneed for filings, recordations and registrations necessary to create or perfect the Liens on the Collateral156

granted by the Loan Parties in favor of the Secured Parties and (iii) the effect of foreign Laws, rules andregulations as they relate to pledges, if any, of Equity Interests in Foreign Subsidiaries.Section 5.05. Financial Statements; No Material Adverse Effect. (a) The Audited FinancialStatements fairly present in all material respects the financial condition of the Borrower and itsSubsidiaries as of the dates thereof and their results of operations for the periods covered thereby inaccordance with GAAP consistently applied throughout the periods covered thereby, except as otherwiseexpressly noted therein.(b) The forecasts of consolidated balance sheets and consolidated statements of income andcash flow of the Borrower and its Subsidiaries which have been furnished to the Administrative Agentprior to the Closing Date have been prepared in good faith on the basis of the assumptions stated therein,which assumptions were believed to be reasonable at the time of preparation of such forecasts, it beingunderstood that actual results may vary from such forecasts and that such variations may be material.(c) Since the Closing Date, there has been no event or circumstance, either individually or inthe aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.(d) As of the Closing Date, none of the Borrower and its Subsidiaries has any Indebtednessor other obligations or liabilities, direct or contingent (other than (i) the liabilities reflected on Schedule5.05, (ii) obligations arising under the Loan Documents or under the Senior Notes Documents and (iii)liabilities incurred in the ordinary course of business that, either individually or in the aggregate, have nothad nor would reasonably be expected to have a Material Adverse Effect).Section 5.06. Litigation. Except as set forth on Schedule 5.06, there are no actions, suits,proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing, atlaw, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any ofits Restricted Subsidiaries or against any of their properties or revenues that either individually or in theaggregate, would reasonably be expected to have a Material Adverse Effect.Section 5.07. Ownership of Property; Liens; Real Property. (a) The Borrower and each of itsRestricted Subsidiaries has good record title to, or valid leasehold interests in, or easements or otherlimited property interests in, all Real Property necessary in the ordinary conduct of its business, free andclear of all Liens except as set forth on Schedule 5.07 hereto and except for minor defects in title that donot materially interfere with its ability to conduct its business or to utilize such assets for their intendedpurposes and Liens permitted by Section 7.01 and except where the failure to have such title or otherinterest would not reasonably be expected to have, individually or in the aggregate, a Material AdverseEffect. (b) As of the Closing Date, Schedule 7 to the Perfection Certificate dated as of the ClosingDate contains a true and complete list of each Material Real Property owned by the Borrower or any of itsSubsidiaries.Section 5.08. Environmental Matters. Except as would not reasonably be expected to have,individually or in the aggregate, a Material Adverse Effect:(a) each Loan Party and its Restricted Subsidiaries and their respective properties andoperations are and, other than any matters which have been finally resolved without further liability orobligation, have been in compliance with all Environmental Laws, which includes obtaining, maintaining157

and complying with all applicable Environmental Permits required under such Environmental Laws tocarry on the business of the Loan Parties and their respective Restricted Subsidiaries;(b) none of the Loan Parties or their respective Restricted Subsidiaries have received anywritten notice that alleges any of them is in violation of or potentially liable under any EnvironmentalLaws and none of the Loan Parties or their respective Restricted Subsidiaries nor any of the Real Propertyowned, leased or operated by any Loan Party or its Restricted Subsidiaries is the subject of any claims,investigations, liens, demands, or judicial, administrative or arbitral proceedings pending or, to theknowledge of the Borrower, threatened, under or relating to any Environmental Law;(c) there has been no Release of Hazardous Materials on, at, under or from any Real Propertyor facilities currently or formerly owned, leased or operated by any Loan Party or its RestrictedSubsidiaries, or arising out of the conduct of the Loan Parties or their respective Restricted Subsidiaries,in each case that would reasonably be expected to require investigation, remedial activity, correctiveaction or cleanup by, or on behalf of, any Loan Party or its Restricted Subsidiaries or would reasonably beexpected to result in any Environmental Liability;(d) there are no facts, circumstances or conditions arising out of or relating to the LoanParties or their respective Restricted Subsidiaries or any of their respective operations or any facilitiescurrently or, to the knowledge of the Borrower, formerly owned, leased or operated by any of the LoanParties or their respective Restricted Subsidiaries that would reasonably be expected to result in anyEnvironmental Liability; and(e) the Borrower has made available to the Administrative Agent all environmental reports,studies, assessments, audits, or other similar documents containing information regarding anyEnvironmental Liability that are in the possession of any Loan Party or its Subsidiary.Section 5.09. Taxes. Except as would not, either individually or in the aggregate, reasonablybe expected to result in a Material Adverse Effect, each of the Loan Parties and their Subsidiaries havefiled all tax returns required to be filed, and have paid all Taxes levied or imposed upon them or theirproperties, that are due and payable, except those that are being contested in good faith by appropriateproceedings diligently conducted. Except as described on Schedule 5.09, there is no proposed Taxdeficiency or assessment known to any of the Loan Parties against any of the Loan Parties that would, ifmade, individually or in the aggregate, have a Material Adverse Effect.Section 5.10. ERISA Compliance. (a) Except as would not, either individually or in theaggregate, reasonably be expected to result in a Material Adverse Effect, each Plan maintained by a LoanParty, any Restricted Subsidiary or any ERISA Affiliate is in compliance with the applicable provisionsof ERISA and the Code and the regulations and published interpretations thereunder and other federal orstate Laws.(b) (i) No ERISA Event has occurred during the six-year period prior to the date onwhich this representation is made or deemed made or is reasonably expected to occur; (ii) neither anyLoan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under TitleIV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent underSection 4007 of ERISA); (iii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonablyexpects to incur, any liability (and no event has occurred which, with the giving of notice under Section4219 of ERISA, would result in such liability) under Section 4201 of ERISA with respect to aMultiemployer Plan; and (iv) neither any Loan Party nor any ERISA Affiliate has engaged in atransaction that would be subject to Section 4069 or Section 4212(c) of ERISA, except, with respect to158

each of the foregoing clauses of this Section 5.10(b), as would not reasonably be expected, individually ▇▇▇▇ the aggregate, to result in a Material Adverse Effect.(c) With respect to each Pension Plan, the adjusted funding target attainment percentage (asdefined in Section 436 of the Code), as determined by the applicable Pension Plan’s Enrolled Actuaryunder Sections 436(j) and 430(d)(2) of the Code and all applicable regulatory guidance promulgatedthereunder, would not reasonably be expected to result, individually or in the aggregate, in a MaterialAdverse Effect. Neither any Loan Party nor any ERISA Affiliate maintains or contributes to a Plan thatis, or is expected to be, in at-risk status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) ofthe Code) in each case, except as would not reasonably be expected, individually or in the aggregate, tohave a Material Adverse Effect.Section 5.11. Subsidiaries; Equity Interests. As of the Closing Date (after giving effect to theTransactions), no Loan Party has any Subsidiaries (other than Excluded Subsidiaries pursuant to clause(b) of the definition thereof) other than those specifically disclosed in Schedule 5.11, and all of theoutstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in suchmaterial Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a LoanParty in such material Subsidiaries are owned free and clear of all Liens except (i) those created under theCollateral Documents and (ii) any Lien that is permitted under Section 7.01. As of the Closing Date,Schedules 1(a) and 9(a) to the Perfection Certificate (a) set forth the name and jurisdiction of eachDomestic Subsidiary that is a Loan Party and (b) set forth the ownership interest of the Borrower and anyother Guarantor in each wholly owned Subsidiary (other than Excluded Subsidiaries pursuant to clause(b) of the definition thereof), including the percentage of such ownership.Section 5.12. Margin Regulations; Investment Company Act. (a) (i) The Borrower is notengaged nor will it engage, principally or as one of its important activities, in the business of (1)purchasing or carrying Margin Stock or (2) extending credit for the purpose of purchasing or carryingMargin Stock, in each case of the foregoing clauses (1) and (2) in a manner that violates Regulation U ofthe Board of Governors of the United States Federal Reserve System, and (ii) no proceeds of anyBorrowings or drawings under any Letter of Credit will be used for any purpose that violates RegulationU of the Board of Governors of the United States Federal Reserve System.(b) No Loan Party is required to be registered as an “investment company” under theInvestment Company Act of 1940.Section 5.13. Disclosure. To the best of the Borrower’s knowledge, no report, financialstatement, certificate or other written information furnished by or on behalf of any Loan Party (other thanprojected financial information, pro forma financial information and information of a general economic orindustry nature) to any Agent or any Lender in connection with the transactions contemplated hereby andthe negotiation of this Agreement or delivered hereunder or under any other Loan Document (as modifiedor supplemented by other information so furnished), when taken as a whole, contains any untruestatement of a material fact or omits to state any material fact necessary to make the statements therein(when taken as a whole), in the light of the circumstances under which they were made, not materiallymisleading. With respect to projected financial information and pro forma financial information, theBorrower represents that such information was prepared in good faith based upon assumptions believed tobe reasonable at the time of preparation; it being understood that such projections may vary from actualresults and that such variances may be material.Section 5.14. Labor Matters. Except as, in the aggregate, would not reasonably be expected tohave a Material Adverse Effect as of the Closing Date (a) there are no strikes or other labor disputesagainst the Borrower or any of its Restricted Subsidiaries pending or, to the knowledge of the Borrower,159

threatened, (b) hours worked by and payment made to employees of the Borrower or any of its RestrictedSubsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Laws, (c)the Borrower and the other Loan Parties have complied with all applicable labor Laws including workauthorization and immigration and (d) all payments due from the Borrower or any of its RestrictedSubsidiaries on account of employee wages and health and welfare and other benefits insurance havebeen paid or accrued as a liability on the books of the relevant party.Section 5.15. Intellectual Property; Licenses, Etc. The Borrower and its RestrictedSubsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names,domain names, copyrights, patents, patent rights, licenses, technology, software, know-how databaserights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonablynecessary for the operation of their respective businesses as currently conducted, and, to the knowledge ofthe Borrower, such IP Rights do not conflict with the rights of any Person, except to the extent suchfailure to own, license or possess or such conflicts, either individually or in the aggregate, would notreasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, thebusiness of any Loan Party or any of its Subsidiaries as currently conducted does not infringe upon,misappropriate or otherwise violate any IP Rights held by any Person except for such infringements,misappropriations and violations, individually or in the aggregate, which would not reasonably beexpected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights, is filedand presently pending or, to the knowledge of the Borrower, presently threatened in writing against anyLoan Party or any of its Subsidiaries, which, either individually or in the aggregate, would reasonably beexpected to have a Material Adverse Effect.Except pursuant to licenses and other user agreements entered into by each Loan Party in theordinary course of business, as of the Closing Date, to the knowledge of the Borrower, all registrationsand applications for registration of IP Rights listed in Schedule 8 to the Perfection Certificate are validand subsisting, except, in each case, to the extent failure of such registrations and applications forregistration to be valid and subsisting would not reasonably be expected, individually or in the aggregate,to have a Material Adverse Effect.Section 5.16. Solvency. On the Closing Date, after giving effect to the Transactions, theBorrower and its Subsidiaries, on a consolidated basis, are Solvent.Section 5.17. Subordination of Junior Financing. The Obligations are “Senior Debt,” “SeniorIndebtedness,” “Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable term)under, and as defined in, any Junior Financing Documentation.Section 5.18. OFAC; USA PATRIOT Act; FCPA. (a) To the extent applicable, each ofHoldings, the Borrower and its Subsidiaries is in compliance, in all material respects, with (i) the Tradingwith the Enemy Act, as amended, the International Emergency Economic Powers Act, as amended, andeach of the foreign assets control regulations of the United States Treasury Department (31 CFR SubtitleB, Chapter V, as amended) and any other enabling legislation or executive order relating thereto and (ii)the USA PATRIOT Act.(b) Neither the Borrower nor any of its Subsidiaries nor, to the knowledge of the Borrowerand the other Loan Parties, any director, officer, employee, agent or controlled affiliate of the Borrower orany of its Subsidiaries is currently the target of any Sanctions, nor is the Borrower or any of itsSubsidiaries located, organized or resident in any country or territory that is the subject of Sanctions.(c) No part of the proceeds of the Loans will be used, directly or indirectly, by the Borrower(i) in violation of the United States Foreign Corrupt Practices Act of 1977, as amended or (ii) for the160

purpose of financing any activities or business of or with any Person that, at the time of such financing, isthe subject of any Sanctions.Section 5.19. Security Documents. (a) Valid Liens. Each Collateral Document deliveredpursuant to Section 4.01 and Sections 6.11, 6.13 and 6.16 will, upon execution and delivery thereof, beeffective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid andenforceable Liens on, and security interests in, the Collateral described therein to the extent intended to becreated thereby, and (i) when financing statements and other filings in appropriate form are filed in theoffices specified on Schedule 4 to the Perfection Certificate and (ii) upon the taking of possession orcontrol by the Collateral Agent of such Collateral with respect to which a security interest may beperfected only by possession or control (which possession or control shall be given to the CollateralAgent to the extent possession or control by the Collateral Agent is required by the Security Agreement),the Liens created by the Collateral Documents (other than the Mortgages) shall constitute fully perfectedLiens on, and security interests in (to the extent intended to be created thereby), all right, title and interestof the grantors in such Collateral to the extent perfection can be obtained by filing financing statements orthe taking of possession or control, in each case subject to no Liens other than Liens permitted by Section7.01. (b) PTO Filing; Copyright Office Filing. When the Intellectual Property SecurityAgreements are properly filed in the United States Patent and Trademark Office and the United StatesCopyright Office, as applicable, to the extent such filings may perfect such interests, the Liens created bythe Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, titleand interest of the grantors thereunder in Patents and Trademarks (each as defined in the SecurityAgreement) registered or applied for with the United States Patent and Trademark Office and Copyrights(as defined in the Security Agreement) registered or applied for with the United States Copyright Office,as the case may be, in each case subject to no Liens other than Liens permitted hereunder (it beingunderstood that subsequent recordings in the United States Patent and Trademark Office and the UnitedStates Copyright Office may be necessary to perfect the Collateral Agent’s Lien on registered Patents,Trademarks and Copyrights acquired by the grantors thereof after the Closing Date).(c) Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage iseffective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties,legal, valid and enforceable perfected Liens on, and security interest in, all of the Loan Parties’ right, titleand interest in and to the Mortgaged Property thereunder and the proceeds thereof, subject only to Lienspermitted by Section 7.01 and when the Mortgages are filed in the offices specified on Schedule 7 to thePerfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and deliveredafter the date thereof in accordance with the provisions of Sections 6.11, 6.13 and 6.16, when suchMortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto inaccordance with the provisions of Sections 6.11, 6.13 and 6.16), such Mortgage shall constitute fullyperfected Liens on, and security interests in, all right, title and interest of the Loan Parties in theMortgaged Property thereunder and the proceeds thereof, in each case prior and superior in right to anyother Person, other than Liens permitted by Section 7.01.Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document tothe contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to(A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of orsecurity interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of theAgents or any Lender with respect thereto, under foreign Law or (B) the pledge or creation of anysecurity interest, or the effects of perfection or non-perfection, the priority or the enforceability of any161

pledge of or security interest to the extent such pledge, security interest, perfection or priority is notrequired pursuant to the Collateral and Guarantee Requirement.ARTICLE 6AFFIRMATIVE COVENANTSSo long as any Lender shall have any Commitment hereunder, any Loan or other Obligation(other than obligations under Treasury Services Agreements or obligations under Secured HedgeAgreements) hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter ofCredit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related theretohas been Cash Collateralized or a backstop letter of credit reasonably satisfactory to the applicable L/CIssuer is in place), then from and after the Closing Date, the Borrower shall, and shall (except in the caseof the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each of its Restricted Subsidiaries to:Section 6.01. Financial Statements. (a) Deliver to the Administrative Agent for prompt furtherdistribution to each Lender, within one hundred twenty (120) days after the end of the fiscal year endingon or about December 31, 2017 and within ninety (90) days after the end of each subsequent fiscal year, aconsolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and therelated consolidated statements of income or operations, stockholders’ equity and cash flows for suchfiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all inreasonable detail and prepared in accordance with GAAP, audited and accompanied by a report andopinion of any independent registered public accounting firm of nationally recognized standing, whichreport and opinion shall be prepared in accordance with generally accepted auditing standards and shallnot contain any qualifications or exceptions as to the scope of such audit or any “going concern”explanatory paragraph or like qualification (excluding any “emphasis of matter” paragraph) (other thanresulting from (w) activities, operations, financial results or liabilities of any Unrestricted Subsidiary, (x)the impending maturity of any Indebtedness, (y) with respect to the Term Loans, any actual orprospective default under any financial covenant and (z) with respect to the Revolving Credit Facility,any prospective default under any financial covenant).(b) Deliver to the Administrative Agent for prompt further distribution to each Lender,within sixty (60) days (or seventy-five (75) days in the case of the fiscal quarters ending on or about June30, 2017, September 30, 2017 and March 31, 2018) after the end of each of the first three fiscal quartersof each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as atthe end of such fiscal quarter and the related consolidated statements of income or operations for suchfiscal quarter and the portion of the fiscal year then ended, setting forth in comparative form the figuresfor the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of theprevious fiscal year, and statements of stockholders’ equity for the current fiscal quarter and consolidatedstatement of cash flows for the portion of the fiscal year then ended, setting forth in each case incomparative form the figures for the corresponding portion of the previous fiscal year, all in reasonabledetail and certified by a Responsible Officer of the Borrower as fairly presenting in all material respectsthe financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and itsSubsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and theabsence of footnotes;(c) Prior to a Qualified IPO, deliver to the Administrative Agent for prompt furtherdistribution to each Lender, no later than one hundred twenty (120) days after the end of the fiscal yearending on or about December 31, 2017 and within ninety (90) days after the end of each subsequent fiscalyear, a detailed consolidated budget for the following fiscal year on a quarterly basis in form customarilyprepared by the Borrower or otherwise as provided to its direct or indirect equityholders (including aprojected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following162

fiscal year, the related consolidated statements of projected cash flow and projected income and asummary of the material underlying assumptions applicable thereto) (collectively, the “Projections”),which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating thatsuch Projections have been prepared in good faith on the basis of the assumptions stated therein, whichassumptions were believed to be reasonable at the time of preparation of such Projections, it beingunderstood that actual results may vary from such Projections and that such variations may be material;and (d) Deliver to the Administrative Agent with each set of consolidated financial statementsreferred to in Sections 6.01(a) and 6.01(b) above, supplemental financial information necessary toeliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements.Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 maybe satisfied with respect to financial information of the Borrower and the Subsidiaries by furnishing (A)the applicable financial statements of the Borrower (or any direct or indirect parent of the Borrower) or(B) the Borrower’s (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, asapplicable, filed with the SEC; provided that with respect to clauses (A) and (B), (i) to the extent suchinformation relates to a parent of the Borrower, such information is accompanied by consolidatinginformation that explains in reasonable detail the differences between the information relating to theBorrower (or such parent), on the one hand, and the information relating to the Borrower and theSubsidiaries on a stand-alone basis, on the other hand and (ii) to the extent such information is in lieu ofinformation required to be provided under Section 6.01(a), (x) such materials are accompanied by a reportand opinion of any independent registered public accounting firm of nationally recognized standing,which report and opinion shall be prepared in accordance with generally accepted auditing standards and,except as permitted in Section 6.01(a), shall not contain any qualifications or exceptions as to the scope ofsuch audit or any “going concern” explanatory paragraph or like qualification and (y) such materials neednot be audited.Documents required to be delivered pursuant to Section 6.01 and Sections 6.02(b) and (c) may bedelivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) onwhich the Borrower (or any direct or indirect parent of the Borrower) posts such documents, or provides alink thereto on the website on the Internet at the Borrower’s website; or (ii) on which such documents areposted on the Borrower’s behalf on Debtdomain, Roadshow Access (if applicable) or another relevantwebsite, if any, to which each Lender and the Administrative Agent have access (whether a commercial,third-party website or whether sponsored by the Administrative Agent); provided that:(i) upon written request by the Administrative Agent, the Borrower shall deliverpaper copies of such documents to the Administrative Agent for further distribution to eachLender until a written request to cease delivering paper copies is given by the AdministrativeAgent; and(ii) the Borrower shall notify (which may be by facsimile or electronic mail) theAdministrative Agent of the posting of any such documents and provide to the AdministrativeAgent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lendershall be solely responsible for timely accessing posted documents or requesting delivery of papercopies of such documents from the Administrative Agent and maintaining its copies of suchdocuments.Section 6.02. Certificates; Other Information. Deliver to the Administrative Agent for promptfurther distribution to each Lender: 163

(a) no later than five (5) days after the actual delivery of the financial statements referred toin Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer ofthe Borrower and, to the extent resulting in any change to the Applicable ECF Percentage or ApplicableRate, setting forth the Consolidated First Lien Net Leverage Ratio (but without the requirement to provideany calculations thereof) as of the most recently ended Test Period;(b) promptly after the same are publicly available, copies of all annual, regular, periodic andspecial reports and registration statements which Holdings, the Borrower or any Restricted Subsidiaryfiles with the SEC or with any Governmental Authority that may be substituted therefor (other thanamendments to any registration statement (to the extent such registration statement, in the form it becameeffective, is delivered), exhibits to any registration statement and, if applicable, any registration statementon Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuanthereto; provided that notwithstanding the foregoing, the obligations in this Section 6.02(b) may besatisfied so long as such information is publicly available on the SEC’s ▇▇▇▇▇ website;(c) promptly after the furnishing thereof, copies of any material requests or material noticesreceived by any Loan Party (other than in the ordinary course of business) or material statements ormaterial reports furnished to any holder of debt securities (other than in connection with any boardobserver rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of anySenior Notes Documents or any Junior Financing Documentation with a principal amount in excess of theThreshold Amount and, in each case, any Permitted Refinancing thereof, and not otherwise required to befurnished to the Lenders pursuant to any other clause of this Section 6.02;(d) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i)in the case of annual Compliance Certificates only, a report setting forth the information required bysections describing the legal name and the jurisdiction of formation of each Loan Party and the location ofthe chief executive office of each Loan Party of the Perfection Certificate or confirming that there hasbeen no change in such information since the later of the Closing Date or the date of the last such report,(ii) a description of each event, condition or circumstance during the last fiscal quarter covered by suchCompliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of eachSubsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary, an UnrestrictedSubsidiary or an Excluded Subsidiary as of the date of delivery of such Compliance Certificate orconfirmation that there has been no change in such information since the later of the Closing Date or thedate of the last such list; and(e) promptly, such additional information regarding the business, legal, financial or corporateaffairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the termsof the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agentmay from time to time reasonably request.The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangerswill make available to the Lenders and the L/C Issuers materials and/or information provided by or onbehalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the BorrowerMaterials on Debtdomain, Roadshow Access (if applicable) or another similar electronic system (the“Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wishto receive material non-public information with respect to the Borrower or its securities) (each, a “PublicLender”). The Borrower hereby agrees to make all Borrower Materials that the Borrower intends to bemade available to Public Lenders clearly and conspicuously designated as “PUBLIC.” By designatingBorrower Materials as “PUBLIC,” the Borrower authorizes such Borrower Materials to be madeavailable to a portion of the Platform designated “Public Investor,” which is intended to contain onlyinformation that is publicly available or not material information (though it may be sensitive and164

proprietary) with respect to the Borrower or its securities for purposes of United States federal and statesecurities laws or is of a type that would be publicly available if the Borrower were a public reportingcompany (as reasonably determined by the Borrower). Notwithstanding the foregoing, the Borrower shallnot be under any obligation to mark any Borrower Materials “PUBLIC.” The Borrower agrees that (i)any Loan Documents, (ii) any financial statements delivered pursuant to Section 6.01 (excluding, for theavoidance of doubt, 6.01(c)) and (iii) any Compliance Certificates delivered pursuant to Section 6.02(a)and (iv) notices delivered pursuant to Section 6.03(a) will be deemed to be “public-side” BorrowerMaterials and may be made available to Public Lenders.Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lenderto at all times have selected the “Private Side Information” or similar designation on the contentdeclaration screen of the Platform in order to enable such Public Lender or its delegate, in accordancewith such Public Lender’s compliance procedures and applicable law, including United States federal andstate securities laws, to make reference to communications that are not made available through the“Public Side Information” portion of the Platform and that may contain material non-public informationwith respect to the Borrower or its securities for purposes of United States federal or state securities laws.Section 6.03. Notices. Promptly after a Responsible Officer of Holdings or the Borrower hasobtained knowledge thereof, notify the Administrative Agent:(a) of the occurrence of any Default;(b) of any matter that has resulted or would reasonably be expected to result in a MaterialAdverse Effect; and(c) of the filing or commencement of any action, suit, litigation or proceeding, whether atlaw or in equity by or before any Governmental Authority, (i) against Holdings, the Borrower or any ofits Subsidiaries thereof that would reasonably be expected to result in a Material Adverse Effect or (ii)with respect to any Loan Document affecting the rights and obligations of the Borrower or any otherLoan Party.Each notice pursuant to this Section 6.03 shall be accompanied by a written statement of aResponsible Officer of the Borrower (x) that such notice is being delivered pursuant to Sections 6.03(a), (b) or (c) (as applicable) and (y) setting forth details of the occurrence referred to therein and stating whataction the Borrower has taken and proposes to take with respect thereto.Section 6.04. Payment of Taxes. Pay, discharge or otherwise satisfy as the same shall becomedue and payable in the normal conduct of its business, all its obligations and liabilities in respect of Taxesimposed upon it or upon its income or profits or in respect of its property, except, in each case, (i) to theextent any such Tax is being contested in good faith and by appropriate proceedings for whichappropriate reserves have been established in accordance with GAAP or (ii) if such failure to pay ordischarge such obligations and liabilities would not reasonably be expected to have, individually or in theaggregate, a Material Adverse Effect.Section 6.05. Preservation of Existence, Etc.. (a) Preserve, renew and maintain in full forceand effect its legal existence under the Laws of the jurisdiction of its organization except (x) in atransaction permitted by Sections 7.04 or 7.05 and (y) any Restricted Subsidiary may merge orconsolidate with any other Restricted Subsidiary and(b) take all reasonable action to maintain all rights, privileges (including its good standingwhere applicable in the relevant jurisdiction), permits, licenses and franchises necessary or desirable in165

the normal conduct of its business, except, in the case of (a) (other than with respect to the Borrower) or(b), (i) to the extent that failure to do so would not reasonably be expected to have, individually or in theaggregate, a Material Adverse Effect or (ii) pursuant to a transaction permitted by Article 7 or clause(a)(y) of this Section 6.05.Section 6.06. Maintenance of Properties. Except if the failure to do so would not reasonablybe expected to have, individually or in the aggregate, a Material Adverse Effect, maintain, preserve andprotect all of its material tangible or intangible properties and equipment necessary in the operation of itsbusiness in good working order, repair and condition, ordinary wear and tear excepted and fire, casualtyor condemnation excepted.Section 6.07. Maintenance of Insurance. (a) Generally. Maintain with financially sound andreputable insurance companies, insurance with respect to its properties and business, against loss ordamage of the kinds customarily insured against by Persons engaged in the same or similar business, ofsuch types and in such amounts (after giving effect to any self-insurance reasonable and customary forsimilarly situated Persons engaged in the same or similar businesses as the Borrower and the RestrictedSubsidiaries) as are customarily carried under similar circumstances by such other Persons.(b) Requirements of Insurance. All such insurance shall (i) provide that no cancellation,material reduction in amount or material change in coverage thereof shall be effective until at least 10days (or, to the extent reasonably available, 30 days) after receipt by the Collateral Agent of writtennotice thereof (the Borrower shall deliver a copy of the policy (and to the extent any such policy iscancelled or renewed, a renewal or replacement policy) or other evidence thereof to the AdministrativeAgent and the Collateral Agent, or insurance certificate with respect thereto) and (ii) name the CollateralAgent as loss payee (in the case of property insurance) or additional insured on behalf of the SecuredParties (in the case of liability insurance) (it being understood that, absent an Event of Default, anyproceeds of any such property insurance shall be delivered by the insurer(s) to the Borrower or one of itsSubsidiaries and applied in accordance with this Agreement), as applicable.(c) Flood Insurance. If any portion of any Mortgaged Property is at any time located in anarea identified by the Federal Emergency Management Agency (or any successor agency) as a specialflood hazard area with respect to which flood insurance has been made available under the FloodInsurance Laws, then the Borrower shall, or shall cause each Loan Party to (i) maintain, or cause to bemaintained, with a financially sound and reputable insurer, flood insurance in an amount and on suchterms sufficient to comply with all applicable rules and regulations promulgated pursuant to the FloodInsurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form andsubstance reasonably acceptable to the Administrative Agent. Following the Closing Date, the Borrowershall deliver to the Administrative Agent annual renewals of such flood insurance. As a conditionprecedent to any amendment to this Agreement pursuant to which any increase, extension, or renewal ofLoans is contemplated, the Borrower shall cause to be delivered to the Administrative Agent for anyMortgaged Property, a completed “life of the loan” Federal Emergency Management Agency StandardFlood Hazard Determination, duly executed and acknowledged by the appropriate Loan Parties, andevidence of flood insurance, as may be required pursuant to the Flood Insurance Laws.Section 6.08. Compliance with Laws. Comply with, the requirements of all Laws and allorders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure tocomply therewith would not reasonably be expected to have, individually or in the aggregate, a MaterialAdverse Effect.Section 6.09. Books and Records. Maintain proper books of record and account, in whichentries that are full, true and correct in all material respects and are in conformity with GAAP consistently166

applied and which reflect all material financial transactions and matters involving the assets and businessof the Borrower or a Restricted Subsidiary, as the case may be (it being understood and agreed thatcertain Foreign Subsidiaries maintain individual books and records in conformity with generally acceptedaccounting principles in their respective countries of organization and that such maintenance shall notconstitute a breach of the representations, warranties or covenants hereunder).Section 6.10. Inspection Rights. Permit representatives and independent contractors of theAdministrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate,financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs,finances and accounts with its directors, officers, and independent public accountants (subject to suchaccountants’ customary policies and procedures), all at the reasonable expense of the Borrower and atsuch reasonable times during normal business hours and as often as may be reasonably desired, uponreasonable advance notice to the Borrower; provided that, excluding any such visits and inspectionsduring the continuation of an Event of Default, only the Administrative Agent on behalf of the Lendersmay exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and theAdministrative Agent shall not exercise such rights more often than two times during any calendar yearand only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event ofDefault exists, the Administrative Agent or any Lender (or any of their respective representatives orindependent contractors) may do any of the foregoing at the expense of the Borrower at any time duringnormal business hours and upon reasonable advance notice.The Administrative Agent and the Lenders shall give the Borrower the opportunity to participatein any discussions with the Borrower’s independent public accountants. Notwithstanding anything to thecontrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary shall be required todisclose, permit the inspection, examination or making copies or abstracts of, or discussion of, anydocument, information or other matter that (i) constitutes non-financial trade secrets or non-financialproprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (ortheir respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client orsimilar privilege or constitutes attorney work-product.Section 6.11. Additional Collateral; Additional Guarantors. At the Borrower’s expense, takeall action either necessary or as reasonably requested by the Administrative Agent or the Collateral Agentto ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:(a) Upon (x) the formation or acquisition of any new direct or indirect wholly ownedDomestic Subsidiary (in each case, other than an Excluded Subsidiary) by the Borrower, (y) anyExcluded Subsidiary ceasing to constitute an Excluded Subsidiary or (z) the designation in accordancewith Section 6.14 of an existing direct or indirect wholly owned Domestic Subsidiary (other than anExcluded Subsidiary) as a Restricted Subsidiary:(i) within sixty (60) days after such formation, acquisition, cessation or designation,or such longer period as the Administrative Agent may agree in writing in its discretion, notifythe Administrative Agent thereof and:(A) cause each such Domestic Subsidiary to duly execute and deliver to theAdministrative Agent or the Collateral Agent (as appropriate) joinders to this Agreementas Guarantors, Security Agreement Supplements, Intellectual Property SecurityAgreements, Mortgages, a counterpart of the Intercompany Note, each IntercreditorAgreement, if applicable, and other security agreements and documents (including, withrespect to such Mortgages, the documents listed in clause (f) of the definition of“Collateral and Guarantee Requirement”), as reasonably requested by and in form and167

substance reasonably satisfactory to the Administrative Agent (consistent with the,Security Agreement and other security agreements in effect on the Closing Date), in eachcase granting Liens required by the Collateral and Guarantee Requirement;(B) cause each such Domestic Subsidiary (and the parent of each suchDomestic Subsidiary that is a Guarantor) to deliver any and all certificates representingEquity Interests (to the extent certificated) and intercompany notes (to the extentcertificated) that are required to be pledged pursuant to the Collateral and GuaranteeRequirement, accompanied by undated stock powers or other appropriate instruments oftransfer executed in blank;(C) take and cause such Domestic Subsidiary and each direct or indirectparent of such Domestic Subsidiary to take whatever action (including the recording ofMortgages, the filing of Uniform Commercial Code financing statements and IntellectualProperty Security Agreements, and delivery of stock and membership interestcertificates) as may be necessary in the reasonable opinion of the Collateral Agent to vestin the Collateral Agent (or in any representative of the Collateral Agent designated by it)valid and perfected Liens to the extent required by the Collateral and GuaranteeRequirement, and to otherwise comply with the requirements of the Collateral andGuarantee Requirement;(ii) if reasonably requested by the Administrative Agent or the Collateral Agent,within sixty (60) days after such request (or such longer period as the Administrative Agent mayagree in writing in its discretion), deliver to the Administrative Agent a signed copy of anopinion, addressed to the Administrative Agent and the Lenders, of counsel for the Loan Partiesreasonably acceptable to the Administrative Agent as to such matters set forth in this Section6.11(a) as the Administrative Agent may reasonably request;(iii) as promptly as practicable after the request therefor by the Administrative Agentor Collateral Agent, deliver to the Collateral Agent with respect to each Material Real Property,any existing title reports, abstracts, surveys, appraisals or environmental assessment reports, tothe extent available and in the possession of the Loan Parties or their respective Subsidiaries;provided, however, that there shall be no obligation to deliver to the Administrative Agent anyexisting environmental assessment report or appraisal whose disclosure to the AdministrativeAgent would require the consent of a Person other than the Loan Parties or one of their respectiveSubsidiaries, where, despite the commercially reasonable efforts of the Loan Parties or theirrespective Subsidiaries to obtain such consent, such consent cannot be obtained; and(iv) if reasonably requested by the Administrative Agent or the Collateral Agent,within sixty (60) days after such request (or such longer period as the Administrative Agent mayagree in writing in its discretion), deliver to the Collateral Agent any other items necessary fromtime to time to satisfy the Collateral and Guarantee Requirement with respect to perfection andexistence of security interests with respect to property of any Guarantor acquired after theClosing Date and subject to the Collateral and Guarantee Requirement, but not specificallycovered by the preceding clauses (i), (ii) or (iii) or clause (b) below.(b) (i) Not later than forty five (45) days (or such longer period as the Administrative Agentmay agree in writing in its discretion) after the later of (x) confirmation from the Lenders that flood duediligence and flood insurance compliance as required by Section 6.07 hereto has been completed and (y)45 days after the acquisition by any Loan Party of any Material Real Property as determined by theBorrower (acting reasonably and in good faith) that is required to be provided as Collateral pursuant to168

the Collateral and Guarantee Requirement, cause such property to be subject to a Lien and Mortgage infavor of the Collateral Agent for the benefit of the Secured Parties and take, or cause the relevant LoanParty to take, such actions as shall be necessary or reasonably requested by the Administrative Agent togrant and perfect or record such Lien, in each case to the extent required by, and subject to the limitationsand exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with therequirements of the Collateral and Guarantee Requirement; and (ii) as promptly as practicable after therequest therefor by the Administrative Agent or Collateral Agent, deliver to the Collateral Agent withrespect to each such acquired Material Real Property, any existing title reports, abstracts, surveys,appraisals or environmental assessment reports, to the extent available and in the possession of the LoanParties or their respective Subsidiaries; provided, however, that there shall be no obligation to deliver tothe Administrative Agent any existing environmental assessment report or appraisal whose disclosure tothe Administrative Agent would require the consent of a Person other than the Loan Parties or one of theirrespective Subsidiaries, where, despite the commercially reasonable efforts of the Loan Parties or theirrespective Subsidiaries to obtain such consent, such consent cannot be obtained.Section 6.12. Compliance with Environmental Laws. Except, in each case, to the extent thatthe failure to do so would not reasonably be expected to have, individually or in the aggregate, a MaterialAdverse Effect, comply, and take all commercially reasonable actions to cause all lessees and otherPersons operating or occupying its properties to comply with all applicable Environmental Laws andEnvironmental Permits; obtain, maintain and renew all Environmental Permits necessary for itsoperations and properties; and, in each case to the extent the Loan Parties or their respective Subsidiariesare required by Environmental Laws, conduct any investigation, remedial or other corrective actionnecessary to address Hazardous Materials at any property or facility in accordance with applicableEnvironmental Laws.Section 6.13. Further Assurances. Promptly upon reasonable request by the AdministrativeAgent (i) correct any material defect or error that may be discovered in the execution, acknowledgment,filing or recordation of any Intercreditor Agreement or any Collateral Document or other document orinstrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and otherinstruments as the Administrative Agent may reasonably request from time to time in order to carry outmore effectively the purposes of any Intercreditor Agreement or the Collateral Documents, to the extentrequired pursuant to the Collateral and Guarantee Requirement. If the Administrative Agent or theCollateral Agent reasonably determines that it is required by applicable Law to have appraisals preparedin respect of the Real Property of any Loan Party subject to a Mortgage constituting Collateral, theBorrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements ofFIRREA.Section 6.14. Designation of Subsidiaries. The Borrower may at any time designate anyRestricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as aRestricted Subsidiary; provided that (i) immediately before and after such designation, no Event ofDefault shall have occurred and be continuing and (ii) no Subsidiary may be designated as anUnrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Senior Notes Documentsor any Junior Financing with an aggregate outstanding principal amount in excess of the ThresholdAmount. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shallconstitute an Investment by the Borrower therein at the date of designation in an amount equal to the fairmarket value of the Borrower’s or its Subsidiary’s (as applicable) Investment therein. The designation ofany Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time ofdesignation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) areturn on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence169

in an amount equal to the fair market value at the date of such designation of the Borrower’s or itsSubsidiary’s (as applicable) Investment in such Subsidiary.Section 6.15. Maintenance of Ratings. In respect of the Borrower, use commerciallyreasonable efforts to (i) cause the Term Loans to be continuously rated (but not any specific rating) byS&P and ▇▇▇▇▇’▇ and (ii) maintain a public corporate rating (but not any specific rating) from S&P and apublic corporate family rating (but not any specific rating) from ▇▇▇▇▇’▇.Section 6.16. Post-Closing Covenants. Except as otherwise agreed by the AdministrativeAgent in its sole discretion, the Borrower shall, and shall cause each of the other Loan Parties to, delivereach of the documents, instruments and agreements and take each of the actions set forth on Schedule6.16 within the time periods set forth therein (or such longer time periods as determined by theAdministrative Agent in its sole discretion).Section 6.17. Change in Nature of Business. The Borrower shall not, nor shall the Borrowerpermit any of the Restricted Subsidiaries to, directly or indirectly, engage in any material line of businesssubstantially different from those lines of business conducted by the Borrower and the RestrictedSubsidiaries on the Closing Date or any business reasonably related, complementary, synergistic orancillary thereto or reasonable extensions thereof.Section 6.18. Use of Proceeds. The proceeds of the Initial Term Loans received on the ClosingDate, together with the proceeds of the Senior Notes, shall not be used for any purpose other than for theTransactions and to fund cash to the Borrower’s balance sheet. The proceeds of the Initial RevolvingBorrowing will be used to finance the Transactions and fees and expenses related to the Transactions andfor working capital needs of the Borrower and its Subsidiaries. The proceeds of the First IncrementalTerm Loans received on the Amendment No. 1 Effective Date, together with the proceeds of theAdditional Notes and cash on hand of the Borrower, will be used to finance the Amendment No. 1Transactions. The proceeds of the Second Incremental Term Loans received on the Amendment No. 2Effective Date, together with cash on hand of the Borrower, will be used to finance the Amendment No. 2Transactions. The proceeds of the Third Incremental Term Loans received on the Amendment No. 6Effective Date will be used to finance the Amendment No. 6 Transactions. The proceeds of the InitialTerm B-1 Loans and the Incremental Term B-1 Loans received on the Amendment No. 7 Effective Datewill be used to finance the Amendment No. 7 Transactions. The proceeds of the Fourth Incremental TermLoans received on the Amendment No. 8 Increase Effective Date will be used to finance the AmendmentNo. 8 Transactions. The proceeds of the Fifth Incremental Term Loans received on the Amendment No.9 Effective Date will be used to finance the Amendment No. 9 Transactions. The proceeds of the SixthIncremental Term Loans received on the Amendment No. 10 Effective Date will be used to finance theAmendment No. 10 Transactions. The proceeds of the Seventh Incremental Term Loans received on theAmendment No. 11 Effective Date will be used to finance the Amendment No. 11 Transactions.After the Closing Date, the proceeds of the Revolving Credit Loans and Swing Line Loans shallbe used for working capital, general corporate purposes and any other purpose not prohibited by thisAgreement, including Permitted Acquisitions and other Investments. The Letters of Credit shall be usedto support obligations of the Borrower and its Subsidiaries incurred for working capital, general corporatepurposes and any other purpose not prohibited by this Agreement (including Permitted Acquisitions andother Investments).Section 6.19. Accounting Changes. The Borrower shall not make any change in its fiscal year;provided, however, that the Borrower may, upon written notice to the Administrative Agent, change itsfiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, the170

Borrower and the Administrative Agent will, and are hereby authorized by the Lenders to, make anyadjustments to this Agreement that are necessary to reflect such change in fiscal year.ARTICLE 7NEGATIVE COVENANTSSo long as any Lender shall have any Commitment hereunder, any Loan or other Obligationhereunder (other than obligations under Treasury Services Agreements or obligations under SecuredHedge Agreements) which is accrued and payable shall remain unpaid or unsatisfied, or any Letter ofCredit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related theretohas been Cash Collateralized or a backstop letter of credit reasonably satisfactory to the applicable L/CIssuer is in place), then from and after the Closing Date:Section 7.01. Liens. Neither the Borrower nor the Restricted Subsidiaries shall, directly orindirectly, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues,whether now owned or hereafter acquired, other than the following:(a) Liens pursuant to any Loan Document;(b) Liens existing on the Closing Date and listed on Schedule 7.01(b) and any modifications,replacements, renewals, refinancings or extensions thereof; provided that (i) the Lien does not extend toany additional property other than (A) after-acquired property that is affixed or incorporated into theproperty covered by such Lien or financed by Indebtedness permitted under Section 7.03, and (B)proceeds and products thereof, and (ii) the replacement, renewal, extension or refinancing of theobligations secured or benefited by such Liens, to the extent constituting Indebtedness, is permitted by Section 7.03;(c) Liens for taxes, governmental duties, levies, assessments and charges (including any Lienimposed by the PBGC or similar Liens) that are not overdue for a period of more than thirty (30) days ornot yet payable or subject to penalties for nonpayment, that are being contested in good faith and byappropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on thebooks of the applicable Person to the extent required in accordance with GAAP (as determined by theBorrower in good faith);(d) statutory or common law Liens of landlords, sublandlords, carriers, warehousemen,mechanics, materialmen, repairmen, construction contractors or other like Liens that secure amounts notoverdue for a period of more than forty-five (45) days or if more than forty-five (45) days overdue, thatare unfiled and no other action has been taken to enforce such Lien or that are being contested in goodfaith and by appropriate actions diligently conducted, if adequate reserves with respect thereto aremaintained on the books of the applicable Person to the extent required in accordance with GAAP (asdetermined by the Borrower in good faith);(e) (i) pledges or deposits in the ordinary course of business in connection with workers’compensation, unemployment insurance and other social security legislation and (ii) pledges and depositsin the ordinary course of business securing liability for reimbursement or indemnification obligations of(including obligations in respect of letters of credit or bank guarantees for the benefit of) insurancecarriers providing property, casualty or liability insurance or self-insurance to the Borrower or any of itsRestricted Subsidiaries;(f) Liens to secure the performance of bids, trade contracts, governmental contracts andleases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and171

appeal bonds, performance bonds and other obligations of a like nature (including (i) those to securehealth, safety and environmental obligations and (ii) letters of credit and bank guarantees required orrequested by any Governmental Authority in connection with any contract or Law) incurred in theordinary course of business;(g) easements, rights-of-way, restrictions, encroachments, protrusions and other similarencumbrances and other minor title defects affecting Real Property, and any exceptions on the finalMortgage Policies issued in connection with the Mortgaged Properties, that do not in the aggregatematerially interfere with the ordinary conduct of the business of the Borrower or any of its RestrictedSubsidiaries, taken as a whole;(h) Liens securing judgments or orders for the payment of money not constituting an Eventof Default under Section 8.01(h);(i) leases, licenses, subleases or sublicenses granted to others in the ordinary course ofbusiness which do not interfere in any material respect with the business of the Borrower and itsRestricted Subsidiaries, taken as a whole and (ii) leases, licenses, subleases or sublicenses constituting aDisposition permitted under Section 7.05;(j) Liens (i) in favor of customs and revenue authorities arising as a matter of Law to securepayment of customs duties in connection with the importation of goods in the ordinary course of businessand (ii) Liens on specific items of inventory or other goods and proceeds thereof of any Person securingsuch Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for theaccount of such Person to facilitate the purchase, shipment or storage of such inventory or other goods inthe ordinary course of business;(k) Liens (i) of a collection bank arising under Section 4-210 of the Uniform CommercialCode on items in the course of collection, (ii) attaching to commodity trading accounts or othercommodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of abanking or other financial institution arising as a matter of Law or under customary general terms andconditions encumbering deposits or other funds maintained with a financial institution (including the rightof set-off) and that are within the general parameters customary in the banking industry;(l) Liens (i) on cash advances or Cash Equivalents in favor of (x) the seller of any propertyto be acquired in an Investment permitted pursuant to Sections 7.02(i) and (n) to be applied against thepurchase price for such Investment or (y) the buyer of any property to be Disposed of pursuant toSections 7.05(j), (o) or (t) to secure obligations in respect of indemnification, termination fee or similarseller obligations and (ii) consisting of an agreement to Dispose of any property in a Dispositionpermitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the casemay be, would have been permitted on the date of the creation of such Lien;(m) Liens (i) in favor of the Borrower or a Restricted Subsidiary on assets of a RestrictedSubsidiary that is not a Loan Party securing permitted intercompany Indebtedness and (ii) in favor of theBorrower or any Subsidiary Guarantor;(n) any interest or title of a lessor, sublessor, licensor or sublicensor under leases, subleases,licenses or sublicenses entered into by the Borrower or any of its Restricted Subsidiaries in the ordinarycourse of business, or with respect to intellectual property that is not material to the conduct of thebusiness of the Borrower and its Restricted Subsidiaries, taken as a whole;172

(o) Liens arising out of conditional sale, title retention, consignment or similar arrangementsfor sale of goods entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary courseof business permitted by this Agreement;(p) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02;(q) Liens encumbering reasonable customary initial deposits and margin deposits and similarLiens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinarycourse of business and not for speculative purposes;(r) Liens that are contractual rights of set-off or rights of pledge (i) relating to theestablishment of depository relations with banks not given in connection with the issuance ofIndebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any of its RestrictedSubsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course ofbusiness of the Borrower or any of its Restricted Subsidiaries or (iii) relating to purchase orders and otheragreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in theordinary course of business;(s) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of itsRestricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;(t) ground leases in respect of Real Property on which facilities owned or leased by theBorrower or any of its Restricted Subsidiaries are located;(u) Liens to secure Indebtedness permitted under Section 7.03(e); provided that (i) suchLiens are created within 365 days of the acquisition, construction, repair, lease or improvement of theproperty subject to such Liens, (ii) such Liens do not at any time encumber property (except forreplacements, additions and accessions to such property) other than the property financed by suchIndebtedness and the proceeds and products thereof and customary security deposits and (iii) with respectto Financing Leases, such Liens do not at any time extend to or cover any assets (except for replacements,additions and accessions to such assets) other than the assets subject to such Financing Leases and theproceeds and products thereof and customary security deposits; provided that individual financings ofequipment provided by one lender may be cross collateralized to other financings of equipment providedby such lender;(v) Liens on property of any Restricted Subsidiary that is not a Loan Party and that does notconstitute Collateral, which Liens secure Indebtedness of Restricted Subsidiaries that are not Loan Partiespermitted under Section 7.03;(w) Liens existing on property at the time of its acquisition or existing on the property of anyPerson at the time such Person becomes a Restricted Subsidiary (other than by designation as a RestrictedSubsidiary pursuant to Section 6.14), in each case after the Closing Date (other than Liens on the EquityInterests of any Person that becomes a Restricted Subsidiary); provided that (i) such Lien was not createdin contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien doesnot extend to or cover any other assets or property (other than the proceeds or products thereof and otherthan after-acquired property subjected to a Lien securing Indebtedness and other obligations incurredprior to such time and which Indebtedness and other obligations are permitted hereunder that require,pursuant to their terms at such time, a pledge of after-acquired property, it being understood that suchrequirement shall not be permitted to apply to any property to which such requirement would not have173

applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section7.03(g);(x) (i) zoning, building, entitlement and other land use regulations by GovernmentalAuthorities with which the normal operation of the business complies, and (ii) any zoning or similar lawor right reserved to or vested in any Governmental Authority to control or regulate the use of any realproperty that does not materially interfere with the ordinary conduct of the business of the Borrower andits Restricted Subsidiaries, taken as a whole;(y) Liens arising from precautionary Uniform Commercial Code financing statement orsimilar filings;(z) Liens on insurance policies and the proceeds thereof securing the financing of thepremiums with respect thereto;(aa) the modification, replacement, renewal or extension of any Lien permitted by clauses (u)and (w) of this Section 7.01; provided that (i) the Lien does not extend to any additional property, otherthan (A) after-acquired property that is affixed or incorporated into the property covered by such Lien and(B) proceeds and products thereof, and (ii) the renewal, extension or refinancing of the obligationssecured or benefited by such Liens is permitted by Section 7.03 (to the extent constituting Indebtedness);(bb) Liens with respect to property or assets of the Borrower or any of its RestrictedSubsidiaries securing obligations in an aggregate principal amount at the time of incurrence of such Liensnot to exceed the Available RP Capacity Amount;(cc) Liens with respect to property or assets of the Borrower or any of its RestrictedSubsidiaries securing obligations in an aggregate principal amount at the time of incurrence of such Liensnot to exceed the greater of (i) $140,000,000 and (ii) 25% of LTM Consolidated EBITDA, in each casedetermined as of the date of incurrence;(dd) Liens to secure Indebtedness permitted under Sections 7.03(g), 7.03(q) or 7.03(s);provided that an Other Debt Representative acting on behalf of the holders of such Indebtedness shallhave become party to (i) if such Indebtedness is secured by the Collateral on a pari passu basis (butwithout regard to the control of remedies) with the Obligations, the Junior Lien Intercreditor Agreement(if any) as a “Senior Representative” (or similar term, in each case, as defined in the Junior LienIntercreditor Agreement), if applicable, and the First Lien Intercreditor Agreement or (ii) if suchIndebtedness is secured by the Collateral on a junior Lien basis to the Liens securing the Obligations, theJunior Lien Intercreditor Agreement as a “Junior Priority Representative” (or similar term, in each case,as defined in the Junior Lien Intercreditor Agreement);(ee) Liens on the Collateral securing obligations in respect of Credit Agreement RefinancingIndebtedness constituting Permitted First Priority Refinancing Debt or Permitted Junior Lien RefinancingDebt (and any Permitted Refinancing of any of the foregoing); provided that (x) any such Liens securingany Permitted Refinancing in respect of such Permitted First Priority Refinancing Debt are subject to theFirst Lien Intercreditor Agreement and (y) any such Liens securing any Permitted Refinancing in respectof such Permitted Junior Lien Refinancing Debt are subject to the Junior Lien Intercreditor Agreement;(ff) Liens on accounts receivable, Securitization Assets and related assets incurred inconnection with a Qualified Securitization Facility;174

(gg) Liens on specific items of inventory or other goods and the proceeds thereof securingsuch Person’s obligations in respect of documentary letters of credit or banker’s acceptances issued orcreated for the account of such Person to facilitate the purchase, shipment or storage of such inventory orgoods; (hh) Liens securing any Permitted Refinancing directly or indirectly permitted under Section7.03 (b), (g), (m), (q), (s), (t), (v) or (y)that are secured by Liens on the same assets as the assets securingthe Indebtedness being modified, refinanced, refunded, renewed, replaced or extended by such PermittedRefinancing, plus improvements, accessions, dividends, distributions, proceeds or products thereof andafter-acquired property;(ii) any encumbrance or restriction (including put and call arrangements) with respect toEquity Interests of any joint venture or similar arrangement pursuant to any joint venture or similaragreement;(jj) Liens on Equity Interests of an Unrestricted Subsidiary that secure Indebtedness or otherobligations of such Unrestricted Subsidiary;(kk) deposits of cash with the owner or lessor of premises leased and operated by theBorrower or any of its Subsidiaries in the ordinary course of business of the Borrower and suchSubsidiary to secure the performance of the Borrower’s or such Subsidiary’s obligations under the termsof the lease for such premises;(ll) security given to a public utility or any municipality or governmental authority whenrequired by such utility or authority in connection with the operations of that Person in the ordinarycourse of business; and(mm) Liens on any funds or securities held in escrow accounts established for the purpose ofholding proceeds from issuances of debt securities by the Borrower or any of its Restricted Subsidiariesissued after the Closing Date, together with any additional funds required in order to fund any mandatoryredemption or sinking fund payment on such debt securities within 360 days of their issuance; providedthat such Liens do not extend to any assets other than such proceeds and such additional funds.Notwithstanding the foregoing, no consensual Liens shall exist on Equity Interests of theBorrower or any Restricted Subsidiary that constitute Collateral other than pursuant to clauses (a), (w), (dd) and (ee) above.For purposes of determining compliance with this Section 7.01, (A) Liens need not be incurredsolely by reference to one category of Liens permitted by this Section 7.01 but are permitted to beincurred in part under any combination thereof and of any other available exemption, (B) in the event thatLien (or any portion thereof) meets the criteria of one or more of the categories of Liens permitted by thisSection 7.01, the Borrower may, in its sole discretion, classify or reclassify such Lien (or any portionthereof) in any manner that complies with this provision, (C) in the event that a portion of Indebtedness orother obligations secured by a Lien could be classified as secured in part pursuant to Section 7.01(dd)above (giving pro forma effect to the incurrence of such portion of such Indebtedness or otherobligations), the Borrower, in its sole discretion, may classify such portion of such Indebtedness (and anyobligations in respect thereof) as having been secured pursuant to Section 7.01(dd) above and thereafterthe remainder of the Indebtedness or other obligations as having been secured pursuant to one or more ofthe other clauses of this Section 7.01 and if any such test would be satisfied in any subsequent fiscalquarter following the relevant date of determination, then such reclassification shall be deemed to haveautomatically occurred at such time and (D) with respect to any Lien securing Indebtedness that was175

permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness, such Lien shallalso be permitted to secure any amount permitted under Section 7.03(z) in respect of such Indebtedness.Section 7.02. Investments. Neither the Borrower nor the Restricted Subsidiaries shall, directlyor indirectly, make any Investments, except:(a) Investments by the Borrower or any of its Restricted Subsidiaries in assets that were CashEquivalents when such Investment was made;(b) loans or advances to officers, directors, managers, consultants and employees of anyLoan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable andcustomary business-related travel, entertainment, relocation and analogous ordinary business purposes,(ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirectparent thereof directly from such issuing entity (provided that the amount of such loans and advancesshall be contributed to the Borrower in cash as Equity Interests other than Disqualified Equity Interests)and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that theaggregate principal amount outstanding at any time under clause (iii) above shall not exceed $20,000,000;(c) Investments by the Borrower or any of its Restricted Subsidiaries in the Borrower or anyof its Restricted Subsidiaries or any Person that will, upon such Investment become a RestrictedSubsidiary; provided that (x) any Investment made by any Person that is not a Loan Party in any LoanParty pursuant to this clause (c) shall be subordinated in right of payment to the Loans and (y) anyInvestment made by any Loan Party in any Person that is not a Loan Party shall either (i) be made in theordinary course of business or (ii) be evidenced by a note pledged as Collateral on a first priority basisfor the benefit of the Obligations, which note shall be in form and substance reasonably satisfactory to theAdministrative Agent (it being understood that an Intercompany Note shall be satisfactory to theAdministrative Agent);(d) Investments consisting of extensions of credit in the nature of accounts receivable ornotes receivable arising from the grant of trade credit in the ordinary course of business, and Investmentsreceived in satisfaction or partial satisfaction thereof from financially troubled account debtors and othercredits to suppliers in the ordinary course of business;(e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuantto and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01 (otherthan 7.01(p)), 7.03 (other than 7.03(c) and (d)), 7.04 (other than 7.04(c), (d) and (e)), 7.05 (other than 7.05(e)), 7.06 (other than 7.06(e) and (i) (v)) and 7.13, respectively;(f) Investments (i) existing or contemplated on the Closing Date and, with respect to eachsuch Investments in an amount in excess of $5,000,000, set forth on Schedule 7.02(f) and anymodification, replacement, renewal, reinvestment or extension thereof and (ii) existing on the ClosingDate by the Borrower or any Restricted Subsidiary in the Borrower or any other Restricted Subsidiary andany modification, renewal or extension thereof; provided that the amount of the original Investment is notincreased except by the terms of such Investment as of the Closing Date or as otherwise permitted by this Section 7.02;(g) Investments in Swap Contracts permitted under Section 7.03(f);(h) [reserved]; 176

(i) any acquisition of all or substantially all the assets of a Person, or any Equity Interests ina Person that becomes a Restricted Subsidiary or a division or line of business of a Person (or anysubsequent Investment made in a Person, division or line of business previously acquired in a PermittedAcquisition), in a single transaction or series of related transactions, if immediately after giving effectthereto: (i) no Event of Default under Sections 8.01(a) or (f) with respect to the Borrower shall haveoccurred and be continuing, (ii) any acquired or newly formed Restricted Subsidiary shall not be liablefor any Indebtedness except for Indebtedness otherwise permitted by Section 7.03 and (iii) to the extentrequired by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired insuch purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquiredSubsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor,in each case, in accordance with Section 6.11 (any such acquisition, a “Permitted Acquisition”);(j) so long as no Event of Default under Sections 8.01(a) or (f) with respect to the Borrowerhas occurred and is continuing or would result therefrom, the Borrower and its Restricted Subsidiariesmay make Investments in an unlimited amount so long as the Consolidated Total Net Leverage Ratiocalculated on a Pro Forma Basis is less than or equal to 5.00 to 1.00;(k) Investments in the ordinary course of business consisting of UCC Article 3 endorsementsfor collection or deposit and UCC Article 4 customary trade arrangements with customers consistent withpast practices;(l) Investments (including debt obligations and Equity Interests) received in connection withthe bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of,or other disputes with, customers and suppliers arising in the ordinary course of business or upon theforeclosure with respect to any secured Investment or other transfer of title with respect to any securedInvestment;(m) loans and advances to the Borrower and any other direct or indirect parent of theBorrower, and not in excess of the amount of (after giving effect to any other loans, advances orRestricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to suchparent in accordance with Sections 7.06(g), (h) or (i);(n) other Investments in an aggregate amount outstanding pursuant to this clause (n) (valuedat the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) atany time not to exceed (x) the greater of (i) $230,000,000 and (ii) 37.5% of LTM Consolidated EBITDA(in each case, net of any return in respect thereof, including dividends, interest, distributions, returns ofprincipal, profits on sale, repayments, income and similar amounts) plus (y) the portion, if any, of theCumulative Credit on such date that the Borrower elects to apply to this clause (y) plus (z) the AvailableRP Capacity Amount;(o) advances of payroll payments to employees in the ordinary course of business;(p) Investments to the extent that payment for such Investments is made solely with EquityInterests (other than Disqualified Equity Interests and the Equity Investment) of the Borrower (or anydirect or indirect parent of the Borrower);(q) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Personmerged or amalgamated or consolidated into the Borrower or merged, amalgamated or consolidated witha Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that suchInvestments were not made in contemplation of or in connection with such acquisition, merger,177

amalgamation or consolidation and were in existence on the date of such acquisition, merger orconsolidation;(r) the contribution, assignment, licensing, sub-licensing or other Investment of intellectualproperty or other general intangibles pursuant to any Intercompany License Agreement and any otherInvestments made in connection therewith;(s) Investments constituting the non-cash portion of consideration received in a Dispositionpermitted by Section 7.05;(t) Guarantees by the Borrower or any of its Restricted Subsidiaries of leases (other thanFinancing Leases) or of other obligations that do not constitute Indebtedness, in each case entered into inthe ordinary course of business;(u) Investments in or relating to a Securitization Subsidiary that, in the good faithdetermination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility(including any contribution of replacement or substitute assets to such subsidiary) or any repurchaseobligation in connection therewith;(v) Investments in Unrestricted Subsidiaries having an aggregate fair market value, takentogether with all other Investments made pursuant to this clause (v) that are at the time outstanding,without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale donot consist of cash or marketable securities (until such proceeds are converted to Cash Equivalents), notto exceed the greater of (i) $130,000,000 and (ii) 20% of LTM Consolidated EBITDA at the time of suchInvestment (with the fair market value of each Investment being measured at the time made and withoutgiving effect to subsequent changes in value); provided that any Investment made by any Loan Partypursuant to this clause (v) shall be subordinated in right of payment to the Loans;(w) any Investment in a Similar Business when taken together with all other Investmentsmade pursuant to this clause (w) that are at that time outstanding not to exceed the greater of (i)$230,000,000 and (ii) 37.5% of LTM Consolidated EBITDA (in each case, determined on the date suchInvestment is made, with the fair market value of each Investment being measured at the time made andwithout giving effect to subsequent changes in value); provided, however, that if any Investment pursuantto this clause (w) is made in any Person that is not a Restricted Subsidiary of the Borrower at the date ofthe making of such Investment and such Person becomes a Restricted Subsidiary after such date, suchinvestment shall thereafter be deemed to have been made pursuant to clause (c) above and shall cease tohave been made pursuant to this clause (w);(x) Permitted Intercompany Activities;(y) Investments that are made in (i) an amount equal to the amount of ExcludedContributions previously received and the Borrower elects to apply under this clause (y) or (ii) withoutduplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect ofproperty or assets acquired after the Closing Date, if the acquisition of such property or assets wasfinanced with Excluded Contributions, in each case, to the extent Not Otherwise Applied;(z) Investments in joint ventures of the Borrower or any of its Restricted Subsidiaries, takentogether with all other Investments made pursuant to this clause (z) that are at that time outstanding, notto exceed the greater of (i) $165,000,000 and (ii) 30% of LTM Consolidated EBITDA (in each case,178

determined on the date such Investment is made, with the fair market value of each Investment beingmeasured at the time made and without giving effect to subsequent changes in value);(aa) ▇▇▇▇▇▇▇ money deposits required in connection with Permitted Acquisitions (or similarInvestments); and(bb) contributions to a “rabbi” trust for the benefit of employees or other grantor trusts subjectto claims of creditors in the case of bankruptcy of the Borrower.For purposes of determining compliance with this Section 7.02, in the event that an item ofInvestment meets the criteria of more than one of the categories of Investments described in clauses (a)through (bb) above, the Borrower may, in its sole discretion, classify or later divide, classify or reclassifyall or a portion of such item of Investment or any portion thereof in a manner that complies with thisSection 7.02 and will only be required to include the amount and type of such Investment in one or moreof the above clauses. In the event that a portion of the Investments could be classified as incurred under a“ratio-based” basket (giving pro forma effect to the making of such Investments), the Borrower, in its solediscretion, may classify such portion of such Investment as having been incurred pursuant to such “ratio-based” basket and thereafter the remainder of the Investments as having been incurred pursuant to one ormore of the other clauses of this Section 7.02 and if any such test would be satisfied in any subsequentfiscal quarter following the relevant date of determination, then such reclassification shall be deemed tohave automatically occurred at such time.Section 7.03. Indebtedness. Neither the Borrower nor any of the Restricted Subsidiaries shall,directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, except:(a) Indebtedness of any Loan Party under (i) the Loan Documents and (ii) the Senior NotesDocuments in an aggregate principal amount under this clause (ii) not to exceed $500,000,000 and anyPermitted Refinancing thereof;(b) (i) Indebtedness outstanding on the Closing Date and as listed on Schedule 7.03(b) andany Permitted Refinancing thereof and (ii) Indebtedness owed to the Borrower or any RestrictedSubsidiary outstanding on the Closing Date and any refinancing thereof with Indebtedness owed to theBorrower or any Restricted Subsidiary in a principal amount that does not exceed the principal amount(or accreted value, if applicable) of the intercompany Indebtedness so refinanced; provided that (x) anyIndebtedness advanced by any Person that is not a Loan Party to any Loan Party pursuant to this clause(b) shall be subordinated in right of payment to the Loans and (y) any Indebtedness advanced by anyLoan Party to any Person that is not a Loan Party shall either (i) be made in the ordinary course ofbusiness or (ii) be evidenced by a note pledged as Collateral on a first priority basis for the benefit of theObligations, which note shall be in form and substance reasonably satisfactory to the AdministrativeAgent (it being understood that an Intercompany Note shall be satisfactory to the Administrative Agent);(c) Guarantees by the Borrower and any Restricted Subsidiary in respect of Indebtedness ofthe Borrower or any Restricted Subsidiary of the Borrower otherwise permitted hereunder; provided that(A) no Guarantee (other than Guarantees by a Foreign Subsidiary of Indebtedness of another ForeignSubsidiary) of any Senior Notes or any Indebtedness constituting Junior Financing with a principalamount in excess of the Threshold Amount shall be permitted unless such guaranteeing party shall havealso provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtednessbeing Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to theGuarantee of the Obligations on terms at least as favorable to the Lenders as those contained in thesubordination of such Indebtedness; 179

(d) Indebtedness of the Borrower or any Restricted Subsidiary owing to the Borrower or anyRestricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which issubstantially contemporaneously transferred to a Loan Party or any Restricted Subsidiary of a Loan Party)to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtednessadvanced by any Loan Party to any Person that is not a Loan Party shall be evidenced by anIntercompany Note and any such Indebtedness advanced by any Person that is not a Loan Party to anyLoan Party shall be subordinated in right of payment to the Loans (for the avoidance of doubt, any suchIndebtedness owing to a Restricted Subsidiary that is not a Loan Party shall be deemed to be expresslysubordinated in right of payment to the Loans unless the terms of such Indebtedness expressly provideotherwise);(e) (i) Attributable Indebtedness and other Indebtedness (including Financing Leases)financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capitalasset incurred by the Borrower or any Restricted Subsidiary prior to or within 365 days after theacquisition, construction, repair, replacement, lease or improvement of the applicable asset in anaggregate amount not to exceed (A) the amount of such Indebtedness outstanding on the Closing Dateplus (B) the greater of (1) $160,000,000 and (2) 30% of LTM Consolidated EBITDA, in each casedetermined at the time of incurrence at any time outstanding (together with any Permitted Refinancingsthereof but without giving effect to any increase in principal amount permitted under clause (a) of theproviso to the definition of “Permitted Refinancing”), (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any of theforegoing;(f) Indebtedness in respect of Swap Contracts (i) entered into to hedge or mitigate risks towhich the Borrower or any Restricted Subsidiary has actual or anticipated exposure (other than those inrespect of shares of capital stock or other equity ownership interests of the Borrower or any RestrictedSubsidiary), (ii) entered into in order to effectively cap, collar or exchange interest rates (from fixed tofloating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary and (iii) entered into to hedgecommodities, currencies, general economic conditions, raw materials prices, revenue streams or businessperformance, in each case incurred in the ordinary course of business and not for speculative purposes;(g) (i) Indebtedness of the Borrower or any Restricted Subsidiary incurred or assumed inconnection with any Permitted Acquisition or similar Investment expressly permitted hereunder; providedthat after giving pro forma effect to such Permitted Acquisition or Investment and the incurrence orassumption of such Indebtedness, the aggregate principal amount of such Indebtedness does not exceed(x) the greater of (1) $100,000,000 and (2) 20% of LTM Consolidated EBITDA at any time outstandingplus (y) any additional amount of such Indebtedness so long (A) if such incurred Indebtedness is securedby all or any portion of the Collateral on a pari passu basis with the Facilities, either (1) the ConsolidatedFirst Lien Net Leverage Ratio determined on a Pro Forma Basis would not exceed the Consolidated FirstLien Net Leverage Ratio immediately prior thereto or (2) the Borrower could incur $1.00 of PermittedFirst Lien Ratio Debt, (B) if such Indebtedness is secured by all or any portion of the Collateral on ajunior Lien basis to the Facilities, either (1) the Consolidated Secured Net Leverage Ratio determined ona Pro Forma Basis would not exceed the Consolidated Secured Net Leverage Ratio immediately priorthereto or (2) the Borrower could incur $1.00 of Permitted Junior Secured Ratio Debt or (C) if suchIndebtedness is unsecured or not secured by all or any portion of the Collateral (and including all suchIndebtedness of Restricted Subsidiaries that are not Loan Parties), either (1) either (I) the ConsolidatedInterest Coverage Ratio determined on a Pro Forma Basis would be greater than or equal to theConsolidated Interest Coverage Ratio immediately prior thereto or (II) the Consolidated Total NetLeverage Ratio determined on a Pro Forma Basis would not exceed the Consolidated Total Net LeverageRatio immediately prior thereto or (2) the Borrower could incur $1.00 of Permitted Unsecured Ratio180

Debt; provided that any such Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party,together with any Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party pursuant toSections 7.03(q), 7.03(s) or 7.03(w), does not exceed in the aggregate at any time outstanding the greaterof (i) $200,000,000 and (ii) 35% of LTM Consolidated EBITDA, in each case determined at the time ofincurrence; provided, further, that any Indebtedness incurred (but not assumed) pursuant to this clause (g)shall be subject to the requirements included in the first proviso under the definition of “Permitted RatioDebt”, and (ii) any Permitted Refinancing thereof;(h) Indebtedness representing deferred compensation to employees of the Borrower (or anydirect or indirect parent thereof) or any of its Restricted Subsidiaries incurred in the ordinary course ofbusiness;(i) Indebtedness consisting of promissory notes issued by the Borrower or any of itsRestricted Subsidiaries to future, present or former officers, managers, consultants, directors andemployees, their respective Controlled Investment Affiliates or Immediate Family Members, in each case,to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parentof the Borrower permitted by Section 7.06;(j) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries prior to theClosing Date or thereafter in a Permitted Acquisition, any other Investment expressly permitted hereunderor any Disposition, in each case, constituting indemnification obligations or obligations in respect ofpurchase price (including earn-outs) or other similar adjustments;(k) Indebtedness consisting of obligations of the Borrower or any of its RestrictedSubsidiaries under deferred purchase price or other similar arrangements incurred by such Person prior tothe Closing Date or thereafter in connection with Permitted Acquisitions or any other Investmentexpressly permitted hereunder;(l) obligations in respect of Treasury Services Agreements and other Indebtedness in respectof netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangementsin each case in connection with deposit accounts;(m) Indebtedness of the Borrower or any of its Restricted Subsidiaries, in an aggregateprincipal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed(x) the greater of (i) $230,000,000 and (ii) 37.5% of LTM Consolidated EBITDA at any time outstandingplus (y) 200% of the cumulative amount of the net cash proceeds and Cash Equivalent proceeds from thesale of Equity Interests (other than Excluded Contributions, proceeds of Disqualified Equity Interests,Designated Equity Contributions or sales of Equity Interests to the Borrower or any of its Subsidiaries) ofthe Borrower or any direct or indirect parent of the Borrower after the Closing Date and on or prior tosuch time (including upon exercise of warrants or options) which proceeds have been contributed ascommon equity to the capital of the Borrower that has been Not Otherwise Applied;(n) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-payobligations contained in supply arrangements, in each case, in the ordinary course of business;(o) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in respect ofletters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in theordinary course of business, including in respect of workers’ compensation claims, health, disability orother employee benefits or property, casualty or liability insurance or self-insurance or other Indebtednesswith respect to reimbursement-type obligations regarding workers compensation claims; provided that181

any reimbursement obligations in respect thereof are reimbursed within 45 Business Days following theincurrence thereof;(p) obligations in respect of performance, bid, appeal and surety bonds and performance andcompletion guarantees and similar obligations provided by the Borrower or any of its RestrictedSubsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments relatedthereto, in each case in the ordinary course of business or consistent with past practice;(q) (i) Indebtedness incurred (x) and secured on a pari passu basis with the Facilities(“Incremental Equivalent First Lien Debt”) or (y) and secured on a junior Lien basis with the Facilitiesand any Permitted Refinancing thereof (“Incremental Equivalent Junior Lien Debt”), in an aggregateprincipal amount under this clause (q), when aggregated with the amount of Incremental Term Loans andIncremental Revolving Credit Commitments incurred pursuant to Section 2.14(d)(v) and IncrementalEquivalent Unsecured Debt incurred pursuant to Section 7.03(w), not to exceed the Available IncrementalAmount, so long as (x) if the proceeds of such Indebtedness are being used to finance a PermittedAcquisition, Investment, or irrevocable repayment, repurchase or redemption of any Indebtedness, noEvent of Default under Sections 8.01(a) or (f) with respect to the Borrower shall have occurred and becontinuing or would exist after giving effect to such Indebtedness, or (y) if otherwise, no Event of Defaultshall have occurred and be continuing or would exist after giving effect to such Indebtedness; providedthat such Indebtedness shall (A) in the case of Incremental Equivalent First Lien Debt, have a maturitydate that is after the Latest Maturity Date at the time such Indebtedness is incurred, and in the case ofIncremental Equivalent Junior Lien Debt, have a maturity date that is at least ninety-one (91) days afterthe Latest Maturity Date at the time such Indebtedness is incurred (and in each case subject to thePermitted Earlier Maturity Indebtedness Exception); provided that the foregoing requirements of thisclause (A) shall not apply to the extent such Indebtedness constitutes a customary bridge facility, so longas the long-term Indebtedness into which such customary bridge facility is to be converted or exchangedsatisfies the requirements of this clause (A) and such conversion or exchange is subject only to conditionscustomary for similar conversions or exchanges, (B) in the case of Incremental Equivalent First LienDebt, have a Weighted Average Life to Maturity not shorter than the longest remaining WeightedAverage Life to Maturity of the Facilities and, in the case of Incremental Equivalent Junior Lien Debt,shall not be subject to scheduled amortization prior to maturity (and in each case subject to the PermittedEarlier Maturity Indebtedness Exception); provided that the foregoing requirements of this clause (B)shall not apply to the extent such Indebtedness constitutes a customary bridge facility, so long as the long-term Indebtedness into which such customary bridge facility is to be converted or exchanged satisfies therequirements of this clause (B) and such conversion or exchange is subject only to conditions customaryfor similar conversions or exchanges, (C) if such Indebtedness is secured on a junior Lien basis by a LoanParty with respect to Collateral, be subject to the Junior Lien Intercreditor Agreement and, if theIndebtedness is secured on a pari passu basis with the Facilities, be subject to the First Lien IntercreditorAgreement, (D) in the case of Incremental Equivalent First Lien Debt in the form of term loans, besubject to the MFN Protection (but subject to the MFN Trigger Amount exception to such MFNProtection) as if such Indebtedness were an Incremental Term Loan and (E) have terms and conditions(other than (x) pricing, rate floors, discounts, fees, premiums and optional prepayment or redemptionprovisions and (y) covenants or other provisions applicable only to periods after the Latest Maturity Dateat the time of incurrence of such Indebtedness and to the extent any financial maintenance covenant isadded for the benefit of such Incremental Equivalent First Lien Debt or Incremental Equivalent JuniorLien Debt, to the extent that such financial maintenance covenant is also added for the benefit of eachFacility remaining outstanding after the incurrence or issuance of such Incremental Equivalent First LienDebt or Incremental Equivalent Junior Lien Debt, as applicable) that in the good faith determination ofthe Borrower (i) are not materially less favorable (when taken as a whole) to the Borrower than the termsand conditions of the Loan Documents (when taken as a whole) or (ii) reflect market terms and conditions(taken as a whole) at the time of incurrence or issuance (provided that a certificate of the Borrower as to182

the satisfaction of the conditions described in this clause (E) delivered at least five (5) Business Daysprior to the incurrence of such Indebtedness, together with a reasonably detailed description of thematerials terms and conditions of such Indebtedness or drafts of documentation relating thereto, statingthat the Borrower has determined in good faith that such terms and conditions satisfy the foregoingrequirements of this clause (E), shall be conclusive); provided, that any such Indebtedness incurred by aRestricted Subsidiary that is not a Loan Party, together with any Indebtedness incurred by a RestrictedSubsidiary that is not a Loan Party pursuant to Sections 7.03(g), 7.03(s) or 7.03(w), does not exceed inthe aggregate at any time outstanding, the greater of (ii) $200,000,000 and (ii) 35% of LTM ConsolidatedEBITDA, in each case determined at the time of incurrence, and (ii) any Permitted Refinancing thereof;(r) Indebtedness supported by a letter of credit, in a principal amount not to exceed the faceamount of such letter of credit;(s) Permitted Ratio Debt and any Permitted Refinancing thereof;(t) Credit Agreement Refinancing Indebtedness;(u) [reserved];(v) Indebtedness incurred by a Foreign Subsidiary which, when aggregated with the principalamount of all other Indebtedness incurred pursuant to this clause (v) and then outstanding, does notexceed the greater of (i) $60,000,000 and (ii) 10% of Foreign Subsidiary Total Assets;(w) (i) unsecured (or not secured by the Collateral) Indebtedness of the Borrower or anyRestricted Subsidiary in an aggregate principal amount under this clause (w), and when aggregated withthe amount of Incremental Term Loans and Incremental Revolving Credit Commitments pursuant toSection 2.14(d)(v) and Incremental Equivalent First Lien Debt and Incremental Equivalent Junior LienDebt incurred pursuant to Section 7.03(q) not to exceed the Available Incremental Amount(“Incremental Equivalent Unsecured Debt”), so long as (x) if the proceeds of such Indebtedness arebeing used to finance a Permitted Acquisition, Investment, or irrevocable repayment, repurchase orredemption of any Indebtedness, no Event of Default under Sections 8.01(a) or (f) with respect to theBorrower shall have occurred and be continuing or would exist after giving effect to such Indebtedness,or (y) if otherwise, no Event of Default shall have occurred and be continuing or would exist after givingeffect to such Indebtedness; provided that such Incremental Equivalent Unsecured Debt shall (A) have amaturity date that is at least ninety-one (91) days after the Latest Maturity Date at the time suchIncremental Equivalent Unsecured Debt is incurred, (B) have a Weighted Average Life to Maturity notshorter than the longest remaining Weighted Average Life to Maturity of the Facilities (in each casesubject to the Permitted Earlier Maturity Indebtedness Exception) and (C) have terms and conditions(other than (x) pricing, rate floors, discounts, fees, premiums and optional prepayment or redemptionprovisions and (y) covenants or other provisions applicable only to periods after the Latest Maturity Dateat the time of incurrence of such Indebtedness and to the extent any financial maintenance covenant isadded for the benefit of such Incremental Equivalent Unsecured Debt, to the extent that such financialmaintenance covenant is also added for the benefit of each Facility remaining outstanding after theincurrence or issuance of such Incremental Equivalent Unsecured Debt) that in the good faithdetermination of the Borrower (1) are not materially less favorable (when taken as a whole) to theBorrower than the terms and conditions of the Loan Documents (when taken as a whole) or (2) reflectmarket terms and conditions (taken as a whole) at the time of incurrence or issuance (provided that acertificate of the Borrower as to the satisfaction of the conditions described in this clause (C) delivered atleast five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonablydetailed description of the materials terms and conditions of such Indebtedness or drafts of documentationrelating thereto, stating that the Borrower has determined in good faith that such terms and conditions183

satisfy the foregoing requirements of this clause (iii), shall be conclusive); provided that the foregoingrequirements shall not apply to the extent such Indebtedness constitutes a customary bridge facility, solong as the long-term Indebtedness into which such customary bridge facility is to be converted orexchanged satisfies the requirements of this clause (w) and such conversion or exchange is subject only toconditions customary for similar conversions or exchanges; provided, further, that any such Indebtednessincurred by a Restricted Subsidiary that is not a Loan Party, together with any Indebtedness incurred by aRestricted Subsidiary that is not a Loan Party pursuant to Sections 7.03(g), 7.03(q) or 7.03(s), does notexceed in the aggregate at any time outstanding, the greater of (i) $200,000,000 and (ii) 35% of LTMConsolidated EBITDA, in each case determined at the time of incurrence, and (ii) any PermittedRefinancing thereof;(x) Indebtedness arising from Permitted Intercompany Activities;(y) Indebtedness in an amount not to exceed at any time outstanding the Available RPCapacity Amount; and(z) all premiums (if any), interest (including post-petition interest and paid-in-kind interest),fees, expenses, charges and additional or contingent interest on obligations described in clauses (a)through (y) above.For purposes of determining compliance with this Section 7.03, in the event that an item ofIndebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a)through (z) above, the Borrower may, in its sole discretion, classify or later divide, classify or reclassifyall or a portion of such item of Indebtedness or any portion thereof (including as between the Free andClear Incremental Amount and the Incurrence-Based Incremental Amount) in a manner that complieswith this Section 7.03 and will only be required to include the amount and type of such Indebtedness inone or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documentsand any Senior Notes Documents and, in each case, any Permitted Refinancing thereof, will at all timesbe deemed to be outstanding in reliance only on the exception in Section 7.03(a) (but without limiting theright of the Borrower to classify and reclassify, or later divide, classify or reclassify, Indebtednessincurred under Section 2.14 or Sections 7.03(q), 7.03(s) or 7.03(w)). In the event that a portion ofIndebtedness or other obligations could be classified as incurred under a “ratio-based” basket (giving proforma effect to the incurrence of such portion of such Indebtedness or other obligations), the Borrower, inits sole discretion, may classify such portion of such Indebtedness (and any obligations in respect thereof)as having been incurred pursuant to such “ratio-based” basket and thereafter the remainder of theIndebtedness or other obligations as having been incurred pursuant to one or more of the other clauses ofthis Section 7.03 and if any such test would be satisfied in any subsequent fiscal quarter following therelevant date of determination, then such reclassification shall be deemed to have automatically occurredat such time. The accrual of interest, the accretion of accreted value and the payment of interest in theform of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes ofthis Section 7.03.Section 7.04. Fundamental Changes. Neither the Borrower nor any of the RestrictedSubsidiaries shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of(whether in one transaction or in a series of transactions) all or substantially all of its assets (whether nowowned or hereafter acquired) to or in favor of any Person, except that:(a) any Restricted Subsidiary may merge, amalgamate or consolidate with (i) the Borrower(including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); providedthat the Borrower shall be the continuing or surviving Person and such merger does not result in theBorrower ceasing to be a corporation, partnership or limited liability company organized under the Laws184

of the United States, any state thereof or the District of Columbia or (ii) one or more other RestrictedSubsidiaries; provided that when any Person that is a Loan Party is merging with a Restricted Subsidiary,a Loan Party shall be the continuing or surviving Person;(b) (i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with orinto any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve or theBorrower or any Subsidiary may change its legal form (x) if the Borrower determines in good faith thatsuch action is in the best interest of the Borrower and its Subsidiaries and if not materiallydisadvantageous to the Lenders and (y) to the extent such Restricted Subsidiary is a Loan Party, anyassets or business not otherwise disposed of or transferred in accordance with Sections 7.02 (other than Section 7.02(e)) or Section 7.05 or, in the case of any such business, discontinued, shall be transferred tootherwise owned or conducted by another Loan Party after giving effect to such liquidation or dissolution(it being understood that in the case of any change in legal form, a Subsidiary that is a Guarantor willremain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (uponvoluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that ifthe transferor in such a transaction is a Guarantor, then (i) the transferee must be a Guarantor or theBorrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investmentin or Indebtedness of a Restricted Subsidiary that is not a Loan Party in accordance with Sections 7.02and 7.03, respectively;(d) so long as no Default exists or would result therefrom, the Borrower may merge orconsolidate with any other Person; provided that (i) the Borrower shall be the continuing or survivingcorporation or (ii) if the Person formed by or surviving any such merger or consolidation is not theBorrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entityorganized or existing under the Laws of the United States, any state thereof or the District of Columbia,(B) the Successor Company shall expressly assume all the obligations of the Borrower under thisAgreement and the other Loan Documents to which the Borrower is a party pursuant to a supplementhereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unlessit is the other party to such merger or consolidation, shall have confirmed that its Guaranty shall apply tothe Successor Company’s obligations under the Loan Documents, (D) each Guarantor, unless it is theother party to such merger or consolidation, shall have by a supplement to the Security Agreement andother applicable Collateral Documents confirmed that its obligations thereunder shall apply to theSuccessor Company’s obligations under the Loan Documents, (E) if requested by the AdministrativeAgent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger orconsolidation, shall have by an amendment to or restatement of the applicable Mortgage (or otherinstrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereundershall apply to the Successor Company’s obligations under the Loan Documents, and (F) the Borrowershall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, eachstating that such merger or consolidation and such supplement to this Agreement or any CollateralDocument preserves the enforceability of this Agreement, the Guaranty and the Collateral Documents andthe perfection of the Liens under the Collateral Documents; provided, further, that if the foregoing aresatisfied, the Successor Company will succeed to, and be substituted for, the Borrower under thisAgreement;(e) so long as no Default exists or would result therefrom (in the case of a merger involving aLoan Party), any Restricted Subsidiary may merge or consolidate with any other Person in order to effectan Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shallbe a Restricted Subsidiary or the Borrower, which together with each of its Restricted Subsidiaries, shall185

have complied with the requirements of Section 6.11 to the extent required pursuant to the Collateral andGuarantee Requirement;(f) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation,consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section7.05; and(g) the Borrower and its Subsidiaries may consummate Permitted Intercompany Activities.Section 7.05. Dispositions. Neither the Borrower nor any of the Restricted Subsidiaries shall,directly or indirectly, make any Disposition, except:(a) (i) Dispositions of obsolete, non-core, worn out or surplus property, whether now ownedor hereafter acquired, and Dispositions of property no longer used or useful in the conduct of the businessof the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used oruseful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinarycourse of business (and for consideration complying with the requirements applicable to Dispositionspursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000;(b) Dispositions of inventory or goods held for sale and immaterial assets (includingallowing any registrations or any applications for registration of any immaterial intellectual property tolapse or go abandoned in the ordinary course of business), in each case, in the ordinary course ofbusiness;(c) Dispositions of property to the extent that (i) such property is exchanged for creditagainst the purchase price of similar replacement property or (ii) the proceeds of such Disposition arepromptly applied to the purchase price of such replacement property;(d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that ifthe transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) ifsuch transaction constitutes an Investment, such transaction is permitted under Section 7.02;(e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02(other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.06;(f) Dispositions contemplated as of the Closing Date and listed on Schedule 7.05(f);(g) Dispositions of Cash Equivalents;(h) (i) leases, subleases, licenses or sublicenses (including the provision of software under anopen source license), in each case in the ordinary course of business and which do not materially interferewith the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectualproperty that do not materially interfere with the business of the Borrower or any of its RestrictedSubsidiaries;(i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of suchCasualty Event;(j) Dispositions of property; provided that (i) at the time of such Disposition, no Event ofDefault under Section 8.01(a) or 8.01(f) with respect to the Borrower shall exist or would result from suchDisposition (other than any such Disposition made pursuant to a legally binding commitment entered into186

at a time when no such Event of Default exists) and (ii) with respect to any Disposition pursuant to thisclause (j) for a purchase price in excess of $50,000,000, the Borrower or any of its Restricted Subsidiariesshall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in eachcase, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r) (i), (r) (ii), (dd) (only to the extent theObligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligationsare secured by such cash and Cash Equivalents)); provided, however, that for the purposes of this clause (j) (ii), the following shall be deemed to be cash:(A) any liabilities (as shown on the Borrower’s (or the RestrictedSubsidiaries’, as applicable) most recent balance sheet provided hereunder or in thefootnotes thereto or, if incurred or increased subsequent to the date of such balance sheet,such liabilities that would have been shown on the Borrower’s or such RestrictedSubsidiary’s balance sheet or in the footnotes thereto if such incurrence or increase hadtaken place on or prior to the date of such balance sheet, as determined by the Borrower)of the Borrower or such Restricted Subsidiary, other than liabilities (other thanintercompany liabilities owing to a Restricted Subsidiary being Disposed of) that are bytheir terms subordinated to the payment in cash of the Obligations, (i) assumed by thetransferee of any such assets (or a third party in connection with such transfer) pursuantto a written agreement which releases or indemnifies the Borrower or such RestrictedSubsidiary from such liabilities or (ii) otherwise cancelled or terminated in connectionwith the transaction,(B) any securities, notes or other obligations or assets received by theBorrower or the applicable Restricted Subsidiary from such transferee that are convertedby the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to theextent of the cash or Cash Equivalents received) or by their terms are required to besatisfied for Cash Equivalents within 180 days following the closing of the applicableDisposition, and(C) aggregate non-cash consideration received by the Borrower or theapplicable Restricted Subsidiary having an aggregate fair market value (determined as ofthe closing of the applicable Disposition for which such non-cash consideration isreceived) not to exceed the greater of $135,000,000 and 25% of LTM ConsolidatedEBITDA at any time (net of any non-cash consideration converted into cash and CashEquivalents);(k) the sale, assignment, licensing, sub-licensing or other Disposition of intellectual propertyor other general intangibles pursuant to any Intercompany License Agreement;(l) Dispositions or discounts without recourse of accounts receivable, or participationstherein, or Securitization Assets or related assets, or any disposition of the Equity Interests in aSubsidiary, all or substantially all of the assets of which are Securitization Assets, in each case inconnection with any Qualified Securitization Facility or the disposition of an account receivable inconnection with the collection or compromise thereof in the ordinary course of business;(m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fairmarket value of all property so Disposed of after the Closing Date shall not exceed $75,000,000;187

(n) any swap of assets in exchange for services or other assets of comparable or greater valueor usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faithby the management of the Borrower;(o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, anUnrestricted Subsidiary (other than Unrestricted Subsidiaries the primary assets of which are cash and/orCash Equivalents) (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as suchRestricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary);(p) the unwinding of any Swap Contract pursuant to its terms;(q) Dispositions of Investments in joint ventures to the extent required by, or made pursuantto customary buy/sell arrangements between, the joint venture parties set forth in joint venturearrangements and similar binding arrangements;(r) the lapse or abandonment in the ordinary course of business of any registrations orapplications for registration of any immaterial IP Rights;(s) Permitted Intercompany Activities;(t) Dispositions of assets acquired pursuant to or in order to effectuate a PermittedAcquisition which assets are not used or useful to the core or principal business of the Borrower and theRestricted Subsidiaries;(u) any surrender or waiver of contract rights or the settlement, release or surrender ofcontract rights or other litigation claims, in each case, in the ordinary course of business;(v) the issuance of directors’ qualifying shares and shares issued to foreign nationals asrequired by applicable law; and(w) any sale of property or assets, if the acquisition of such property or assets was financedwith Excluded Contributions and the proceeds of such sale are used to make Investments or RestrictedPayments pursuant to Sections 7.02(y) or 7.06(p);provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (k), (p), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party)shall be for no less than the fair market value of such property at the time of such Disposition asdetermined by the Borrower in good faith. To the extent any Collateral is Disposed of as expresslypermitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold freeand clear of the Liens created by the Loan Documents, and the Administrative Agent or the CollateralAgent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect theforegoing.Section 7.06. Restricted Payments. Neither the Borrower nor any of the RestrictedSubsidiaries shall, directly or indirectly, declare or make any Restricted Payment, except:(a) each Restricted Subsidiary may make Restricted Payments to the Borrower, and otherRestricted Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly ownedRestricted Subsidiary, to the Borrower and any other Restricted Subsidiary, as compared to the other188

owners of Equity Interests in such Restricted Subsidiary, on a pro rata or more than pro rata basis basedon their relative ownership interests of the relevant class of Equity Interests);(b) the Borrower and each Restricted Subsidiary may declare and make Restricted Paymentspayable solely in the Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of such Person;(c) Restricted Payments made on or after the Closing Date in connection with theTransactions, including the settlement of claims or actions in connection with the Acquisition or to satisfyindemnity or other similar obligations or any other earnouts, purchase price adjustments, working capitaladjustments and any other payments under the Purchase Agreement;(d) so long as no Event of Default has occurred and is continuing or would result therefrom,the Borrower and its Restricted Subsidiaries may make Restricted Payments in an unlimited amount solong as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equalto 5.00 to 1.00;(e) to the extent constituting Restricted Payments, the Borrower and its RestrictedSubsidiaries may enter into and consummate transactions expressly permitted by any provision ofSections 7.02 (other than Sections 7.02(e) and (m)), 7.04 or 7.08 (other than Sections 7.08(e) and (j));(f) repurchases of Equity Interests in the Borrower (or any direct or indirect parent thereof)or any Restricted Subsidiary of the Borrower deemed to occur upon exercise of stock options or warrantsif such Equity Interests represent a portion of the exercise price of such options or warrants;(g) the Borrower and each Restricted Subsidiary may pay (or make Restricted Payments toallow the Borrower or any other direct or indirect parent thereof to pay) for the repurchase, retirement orother acquisition or retirement for value of Equity Interests of such Restricted Subsidiary (or of theBorrower or any other such direct or indirect parent thereof) from any future, present or former employee,officer, director, manager or consultant (or their respective Controlled Investment Affiliates or ImmediateFamily Members) of such Restricted Subsidiary (or the Borrower or any other direct or indirect parent ofsuch Restricted Subsidiary) or any of its Subsidiaries upon the death, disability, retirement or terminationof employment of any such Person or pursuant to any employee or director equity plan, employee,manager or director stock option plan or any other employee or director benefit plan or any agreement(including any stock subscription or shareholder agreement) with any employee, manager, director,officer or consultant of such Restricted Subsidiary (or the Borrower or any other direct or indirect parentthereof) or any of its Restricted Subsidiaries; provided that the aggregate amount of Restricted Paymentsmade pursuant to this clause (g) shall not exceed $35,000,000 in any calendar year (which shall increaseto $70,000,000 subsequent to the consummation of a Qualified IPO) (with unused amounts in anycalendar year being carried over to succeeding calendar years subject to a maximum of $60,000,000 inany calendar year or $120,000,000 subsequent to the consummation of a Qualified IPO, respectively);provided, further, that such amount in any calendar year may be increased by an amount not to exceed:(i) to the extent contributed to the Borrower, the net cash proceeds from the sale ofEquity Interests (other than Disqualified Equity Interests or Designated Equity Contributions) ofany of the Borrower’s direct or indirect parent companies, in each case to any future, present orformer employees, officers, members of management, managers, directors or consultants (or theirrespective Controlled Investment Affiliates or Immediate Family Members) of the Borrower, anyof its Subsidiaries or any of its direct or indirect parent companies that occurs after the Closing189

Date, to the extent net cash proceeds from the sale of such Equity Interests have been NotOtherwise Applied; plus(ii) the net cash proceeds of key man life insurance policies received by theBorrower or its Restricted Subsidiaries; less(iii) the amount of any Restricted Payments previously made with the cash proceedsdescribed in clauses (i) and (ii) of this Section 7.06(g);(h) the Borrower may make Restricted Payments in an aggregate amount not to exceed, whencombined with prepayment of Indebtedness pursuant to Section 7.13(a)(v), (x) the greater of (i)$230,000,000 and (ii) 37.5% of LTM Consolidated EBITDA, plus (y) so long as no Event of Default hasoccurred and is continuing or would result therefrom, the portion, if any, of the Cumulative Credit onsuch date that the Borrower elects to apply to this paragraph;(i) the Borrower may make Restricted Payments to any direct or indirect parent of theBorrower: (i) to pay its operating costs and expenses incurred in the ordinary course ofbusiness and other corporate overhead costs and expenses (including administrative, legal,accounting and similar expenses provided by third parties), which are reasonable and customaryand incurred in the ordinary course of business and attributable to the ownership or operations ofthe Borrower and its Restricted Subsidiaries, any costs, expenses and liabilities incurred by theCompany in connection with any litigation or arbitration attributable to the ownership oroperations of the Borrower and its Restricted Subsidiaries, Transaction Expenses and anyreasonable and customary indemnification claims made by directors, managers or officers of suchparent attributable to the ownership or operations of the Borrower and its Restricted Subsidiaries,and following a Qualified IPO, listing fees and other costs and expenses attributable to being apublicly traded company;(ii) the proceeds of which shall be used by such parent to pay franchise Taxes andother fees, Taxes and expenses required to maintain its (or any of its direct or indirect parents’)corporate existence;(iii) for any taxable period in which the Borrower and/or any of its Subsidiaries is amember of a consolidated, combined or similar foreign, federal, state or local income or similartax group that includes the Borrower and/or its Subsidiaries (a “Tax Group”) and whosecommon parent is a direct or indirect parent of Borrower, to the extent such income or similarTaxes are attributable to the income of the Borrower and/or its Restricted Subsidiaries and, to theextent of any cash amounts actually received from its Unrestricted Subsidiaries for such purpose,to the income of such Unrestricted Subsidiaries, to pay U.S. federal, state and local and foreignTaxes that are attributable to the taxable income, revenue, receipts, gross receipts, gross profits,capital or margin of the Borrower and/or its applicable Subsidiaries; provided, that in each casethe amount of such payments in respect of any fiscal year does not exceed the amount that theBorrower and/or its Restricted Subsidiaries (and, to the extent permitted above, its UnrestrictedSubsidiaries), as applicable, would have been required to pay in respect of the relevant foreign,federal, state or local income or similar Taxes for such fiscal year had the Borrower and itsSubsidiaries (including its Unrestricted Subsidiaries to the extent described above), as applicable,(A) paid such Taxes separately from any such parent company or (B) if the Borrower is treated asa disregarded entity or partnership for U.S. federal, state and/or local income tax purposes forsuch period, were the Borrower a taxpayer and parent of a consolidated group and had paid such190

taxes for the Borrower and its Subsidiaries (including its Unrestricted Subsidiaries to the extentdescribed above);(iv) in amounts sufficient for Tempo Holding Company LLC (“Tempo Holding”) tomake (A) if and for so long as Tempo Holding is treated as a partnership for U.S. federal, state orlocal income tax purposes, any dividends or distributions required or permitted by Section 4.01(c)of the Second Amended and Restated Limited Liability Company Agreement of Tempo HoldingCompany, LLC (as amended, restated, amended and restated, supplemented or otherwisemodified from time to time, the “Tempo Holding LLCA”) and (B) if there is a successor toTempo Holding (whether by way of merger, consolidation, conversion, acquisition ofsubstantially all of such Tempo Holding’s assets or otherwise) or if Tempo Holding becomes anentity disregarded as separate from a new parent entity, if and for so long as such successor orparent is treated as a partnership for U.S. federal, state or local income tax purposes, anydividends or distributions required or permitted to be made by such successor or parent (ordividends or distributions to such parent in amounts sufficient for such parent to make anydividends or distributions required or permitted) by the provision in such successor’s or suchparent’s operating agreement that is analogous to Section 4.01(c) of the Tempo Holding LLCA,as applicable; provided, that such amounts described in this clause (iv) shall not be in excess ofthe amounts required or permitted by Section 4.01(c) of the form of the Tempo Holding LLCAattached as Exhibit I to the Business Combination Agreement as in effect on the Amendment No.7 Effective Date;(v) without duplication of clauses (iii) or (iv) above, for any taxable period (orportion thereof) in which Tempo Holding is treated as a disregarded entity for U.S. federalincome tax purposes (other than as described in clause (iv)(B) above), payments to the owner orowners of equity of Tempo Holding (or, if a direct owner is a pass-through entity, of indirectowner(s)) in an aggregate amount equal to (A) the aggregate taxable income of Tempo Holdingand its direct and indirect Subsidiaries, multiplied by (B) the highest combined marginal federal,state and/or local income tax rate applicable to an individual residing in California or New York,New York (whichever is higher for the relevant period);(vi) to finance any Investment that would be permitted to be made pursuant to Section 7.02 if such parent were subject to such Section 7.02; provided that (A) such RestrictedPayment shall be made substantially concurrently with the closing of such Investment and (1)such parent shall, immediately following the closing thereof, cause (2) all property acquired(whether assets or Equity Interests) to be contributed to the Borrower or the RestrictedSubsidiaries or (3) the merger (to the extent permitted in Section 7.04) of the Person formed oracquired into the Borrower or its Restricted Subsidiaries in order to consummate such PermittedAcquisition or Investment, in each case, in accordance with the requirements of Section 6.11;(vii) the proceeds of which shall be used to pay customary salary, bonus and otherbenefits payable to officers and employees of Holdings, the Borrower or any direct or indirectparent company of the Borrower to the extent such salaries, bonuses and other benefits areattributable to the ownership or operation of the Borrower and the Restricted Subsidiaries; and(viii) the proceeds of which shall be used by Holdings or the Borrower to pay (or tomake Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses(other than to Affiliates) related to any unsuccessful equity or debt offering by the Borrower (orany direct or indirect parent thereof) that is directly attributable to the operations of the Borrowerand its Restricted Subsidiaries; 191

(j) payments made or expected to be made by the Borrower or any of the RestrictedSubsidiaries in respect of required withholding or similar non-U.S. Taxes with respect to any future,present or former employee, director, manager or consultant (or their respective Controlled InvestmentAffiliates and Immediate Family Members) and any repurchases of Equity Interests in consideration ofsuch payments including deemed repurchases in connection with the exercise of stock options or theissuance of restricted stock units or similar stock based awards;(k) the Borrower or any Restricted Subsidiary may (i) pay cash in lieu of fractional EquityInterests in connection with any dividend, split or combination thereof or any Permitted Acquisition and(ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieuof fractional shares in connection with any such conversion and may make payments on convertibleIndebtedness in accordance with its terms;(l) after a Qualified IPO and so long as no Event of Default has occurred and is continuingor would result therefrom, (i) any Restricted Payment by the Borrower or any other direct or indirectparent of the Borrower to pay listing fees and other costs and expenses attributable to being a publiclytraded company which are reasonable and customary and (ii) Restricted Payments not to exceed up to thesum of (A) up to 6.00% per annum of the net proceeds received by (or contributed to) the Borrower andits Restricted Subsidiaries from such Qualified IPO and (B) Restricted Payments in an aggregate amountper annum not to exceed 5.00% of Market Capitalization;(m) distributions or payments of Securitization Fees;(n) payments or distributions to dissenting stockholders pursuant to applicable law (includingin connection with, or as a result of, exercise of appraisal rights and the settlement of any claims or action(whether actual, contingent or potential)), pursuant to or in connection with a consolidation, merger ortransfer of all or substantially all of the assets of the Borrower and its Restricted Subsidiaries, taken as awhole; (o) the distribution, by dividend or otherwise, of Equity Interests of an UnrestrictedSubsidiary (or a Restricted Subsidiary that owns one or more Unrestricted Subsidiaries and no othermaterial assets) or Indebtedness owed to the Borrower or a Restricted Subsidiary by an UnrestrictedSubsidiary (or a Restricted Subsidiary that owns one or more Unrestricted Subsidiaries and no othermaterial assets), in each case, other than Unrestricted Subsidiaries the primary assets of which are cashand/or Cash Equivalents;(p) Restricted Payments that are made in (i) an amount equal to the amount of ExcludedContributions previously received and the Borrower elects to apply under this clause (p) or (ii) withoutduplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect ofproperty or assets acquired after the Closing Date, if the acquisition of such property or assets wasfinanced with Excluded Contributions, in each case, to the extent Not Otherwise Applied; and(q) the payment of any dividend or other distribution or the consummation of any irrevocableredemption within 60 days after the date of declaration of the dividend or other distribution or the givingof the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or otherdistribution or redemption payment would have complied with the provisions of this Agreement.Section 7.07. [Reserved].Section 7.08. Transactions with Affiliates. The Borrower shall not, nor shall the Borrowerpermit any of the Restricted Subsidiaries to, directly or indirectly, enter into any transaction of any kind192

with any Affiliate of the Borrower, whether or not in the ordinary course of business, involving aggregatepayments or consideration in excess of $25,000,000, other than (a) loans and other transactions among theBorrower and its Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result ofsuch loan or other transaction to the extent permitted under this Article 7, (b) on terms substantially asfavorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or suchRestricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than anAffiliate, (c) the Transactions and the payment of Transaction Expenses as part of or in connection withthe Transactions, (d) [reserved], (e) Restricted Payments permitted under Section 7.06 and Investmentspermitted under Section 7.02, (f) employment and severance arrangements between the Borrower and itsRestricted Subsidiaries and their respective officers and employees in the ordinary course of business andtransactions pursuant to equity-based plans and employee benefit plans and arrangements in the ordinarycourse of business, (i) the payment of customary fees and reasonable out of pocket costs to, andindemnities provided on behalf of, directors, managers, officers, employees and consultants of theBorrower and its Restricted Subsidiaries (or any direct or indirect parent of the Borrower) in the ordinarycourse of business to the extent attributable to the ownership or operation of the Borrower and itsRestricted Subsidiaries, (g) transactions pursuant to agreements in existence on the Closing Date and setforth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to theLenders in any material respect, (h) customary payments by the Borrower and any of its RestrictedSubsidiaries to the Investors made for any financial advisory, financing, underwriting or placementservices or in respect of other investment banking activities (including in connection with acquisitions ordivestitures), which payments are approved by a majority of the members of the board of directors ormanagers or a majority of the disinterested members of the board of directors or managers of theBorrower, in good faith, (i) payments by the Borrower or any of its Subsidiaries pursuant to any taxsharing agreements with any direct or indirect parent of the Borrower to the extent attributable to theownership or operation of the Borrower and its Subsidiaries, but only to the extent permitted by Section7.06(i)(iii), (j) the issuance or transfer of Equity Interests (other than Disqualified Equity Interests) ofHoldings to any Permitted Holder or to any former, present or future director, manager, officer, employeeor consultant (or any Affiliate or any Immediate Family Member of any of the foregoing) of theBorrower, any of its Subsidiaries or any direct or indirect parent thereof, (k) sales of accounts receivable,or participations therein, or Securitization Assets or related assets in connection with any QualifiedSecuritization Facility, (l) Permitted Intercompany Activities or (m) a joint venture which wouldconstitute a transaction with an Affiliate solely as a result of the Borrower or any Restricted Subsidiaryowning an equity interest or otherwise controlling such joint venture or similar entity.Section 7.09. Burdensome Agreements. The Borrower shall not, nor shall the Borrower permitany of the Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation (other thanthis Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary of theBorrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or tomake or repay intercompany loans and advances to the Borrower or any Guarantor or (b) any Loan Partyto create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenderswith respect to the Facilities and the Obligations or under the Loan Documents; provided that theforegoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the ClosingDate and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 heretoand (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreementevidencing Indebtedness, are set forth in any agreement evidencing any permitted modification,replacement, renewal, extension or refinancing of such Indebtedness so long as such modification,replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation,(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes aRestricted Subsidiary of the Borrower, so long as such Contractual Obligations were not entered intosolely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower; provided,further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that193

becomes a Restricted Subsidiary pursuant to Section 6.14, (iii) represent Indebtedness of a RestrictedSubsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, (iv) arise inconnection with any Disposition permitted by Sections 7.04 or 7.05 and relate solely to the assets orPerson subject to such Disposition, (v) are customary provisions in joint venture agreements and othersimilar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to suchjoint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions onLiens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent anynegative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions onleases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictionsrelate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating tosecured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that suchrestrictions apply only to the property or assets securing such Indebtedness or to the RestrictedSubsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restrictingsubletting or assignment of any lease governing a leasehold interest of the Borrower or any RestrictedSubsidiary or the assignment of any license or sublicense agreement, (x) are customary provisionsrestricting assignment of any agreement entered into in the ordinary course of business, (xi) arerestrictions on cash or other deposits imposed by customers under contracts entered into in the ordinarycourse of business, (xii) are restrictions created in connection with any Qualified Securitization Facilitythat in the good faith determination of the Borrower are necessary or advisable to effect such QualifiedSecuritization Facility and relate solely to the Securitization Assets subject thereto, (xiii) arise inconnection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash ordeposit and (xiv) are customary restrictions contained in any Senior Notes Documents or any PermittedRefinancing thereof.Section 7.10. [Reserved].Section 7.11. Financial Covenant. Except with the written consent of the Required RevolvingCredit Lenders, the Borrower will not permit the Consolidated First Lien Net Leverage Ratio as of the lastday of a Test Period (commencing with the Test Period ending on or about September 30, 2017) toexceed 7.50 to 1.00 (the “Financial Covenant”) (provided that the provisions of this Section 7.11 shallnot be applicable to any such Test Period if on the last day of such Test Period the aggregate principalamount of Revolving Credit Loans, Swing Line Loans and/or Letters of Credit (excluding up to$50,000,000 of Letters of Credit and other Letters of Credit which have been Cash Collateralized orbackstopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer) that are issuedand/or outstanding is equal to or less than 35% of the Revolving Credit Facility). In the event that anyAccounting Change shall occur which would have resulted in the Financial Covenant not having been setat the same cushion to Consolidated EBITDA for the most recent Test Period then ended prior to suchAccounting Change, then the Financial Covenant shall be recalculated to maintain such cushion; providedthat, for the avoidance of doubt, and notwithstanding the foregoing, in no event shall the FinancialCovenant be adjusted to a level below 7.50 to 1.00.Section 7.12. [Reserved].Section 7.13. Prepayments, Etc. of Indebtedness. (a) The Borrower shall not, nor shall theBorrower permit any of the Restricted Subsidiaries to, directly or indirectly, voluntarily prepay, redeem,purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it beingunderstood that (A) payments of regularly scheduled principal and interest, (B) customary “AHYDOcatchup” payments and (C) any prepayment, redemption, purchase, defeasance or other retirement inanticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case,due within one year of such prepayment redemption, purchase, defeasance or other retirement thereofshall be permitted), any subordinated Indebtedness incurred under Section 7.03(g), (q), (s) or (w) or any194

other Indebtedness that is or is required to be subordinated, in right of payment to the Obligationspursuant to the terms of the Loan Documents (collectively, “Junior Financing”), in each case, in anamount in excess of the Threshold Amount or make any payment in violation of any subordination termsof any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of anyIndebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if suchIndebtedness was originally incurred under Section 7.03(g), (q), (s) or (w), is permitted pursuant to Section 7.03(g), (q), (s) or (w)), to the extent not required to prepay any Loans pursuant to Section2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified EquityInterests) of the Borrower or any of its direct or indirect parents, (iii) the prepayment of Indebtedness ofthe Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary to the extent notprohibited by the subordination provisions contained in the Intercompany Note, (iv) [reserved], (v)prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financingsprior to their scheduled maturity in an aggregate amount not to exceed, when combined with the amountof Restricted Payments pursuant to Section 7.06(h), (x) the greater of (I) $230,000,000 and (II) 37.5% ofLTM Consolidated EBITDA plus (y) so long as no Event of Default has occurred and is continuing orwould result therefrom, the portion, if any, of the Cumulative Credit on such date that the Borrower electsto apply to this clause (a), (vi) prepayments, redemptions, purchases, defeasances and other payments inrespect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed theAvailable RP Capacity Amount and (vii) so long as no Event of Default has occurred and is continuing orwould result therefrom, prepayments, redemptions, or purchases, defeasances and other payments inrespect of Junior Financings prior to their scheduled maturity in an unlimited amount so long as theConsolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.00 to1.00. (b) The Borrower shall not, nor shall it permit any of the Restricted Subsidiaries to amend,modify or change in any manner materially adverse to the interests of the Lenders any term or conditionof any Junior Financing Documentation in respect of any Junior Financing having an aggregateoutstanding principal amount in excess of the Threshold Amount without the consent of theAdministrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).Section 7.14. Permitted Activities. Holdings shall not engage in any material operating orbusiness activities; provided that the following and activities incidental thereto shall be permitted in anyevent: (i) its ownership of the Equity Interests of Borrower and activities incidental thereto, (ii) themaintenance of its legal existence (including the ability to incur fees, costs and expenses relating to suchmaintenance), (iii) the performance of its obligations with respect to the Loan Documents, the SeniorNotes Documents and any other Indebtedness, (iv) any public offering of its common stock or any otherissuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities,payment of dividends, making contributions to the capital of the Borrower, (vi) incurrence of debt andguaranteeing the obligations of the Borrower (other than as described under clause (iii) above), (vii)participating in tax, accounting and other administrative matters as owner of the Borrower, (viii) holdingany cash incidental to any activities permitted under this Section 7.14, (ix) providing indemnification toofficers, managers and directors and (x) any activities incidental to the foregoing.ARTICLE 8EVENTS OF DEFAULT AND REMEDIESSection 8.01. Events of Default. Any of the following from and after the Closing Date shallconstitute an event of default (an “Event of Default”):(a) Non-Payment. Any Loan Party fails to pay (i) when and as required to be paid herein,any amount of principal of any Loan, or (ii) within five (5) Business Days after the same becomes due,195

any interest on any Loan or any other amount payable hereunder or with respect to any other LoanDocument; or(b) Specific Covenants. The Borrower, any Restricted Subsidiary or, in the case of Section7.14, Holdings, fails to perform or observe any term, covenant or agreement contained in any of Section6.03(a), 6.05(a) (solely with respect to the Borrower), 6.16 or Article 7; provided that a Default as a resultof a breach of Section 7.11 (a “Financial Covenant Event of Default”) is subject to cure pursuant to Section 8.05; provided, further, that a Financial Covenant Event of Default or any breach of a financialmaintenance covenant under any Incremental Revolving Credit Loan or any revolving facility thatconstitutes Credit Agreement Refinancing Indebtedness shall not constitute an Event of Default withrespect to any Term Loans unless and until the Revolving Credit Lenders have declared all amountsoutstanding under the Revolving Credit Facility to be immediately due and payable and all outstandingRevolving Credit Commitments to be immediately terminated, in each case in accordance with thisAgreement and such declaration has not been rescinded on or before such date (the “Term LoanStandstill Period”); or(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant oragreement (not specified in Sections 8.01(a) or (b) above) contained in any Loan Document on its part tobe performed or observed and such failure continues for thirty (30) days after written notice thereof bythe Administrative Agent to the Borrower; or(d) Representations and Warranties. Any representation, warranty, certification or statementof fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in anyother Loan Document, or in any document required to be delivered in connection herewith or therewithshall be incorrect in any material respect when made or deemed made and, to the extent capable of beingcured, such incorrect representation or warranty shall remain incorrect for a period of thirty (30) daysafter written notice thereof from the Administrative Agent to the Borrower; provided that the failure ofany representation or warranty (other than Specified Representations or Specified Purchase AgreementRepresentations) to be true and correct on the Closing Date shall not constitute a Default or Event ofDefault with respect to the Term Loans; or(e) Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make anypayment beyond the applicable grace period with respect thereto, if any, (whether by scheduled maturity,required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other thanIndebtedness hereunder) having an outstanding aggregate principal amount of not less than the ThresholdAmount, or (B) fails to observe or perform any other agreement or condition relating to any suchIndebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of SwapContracts, termination events or equivalent events pursuant to the terms of such Swap Contracts), theeffect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness(or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with thegiving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased orredeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem suchIndebtedness to be made, prior to its stated maturity; provided that this clause (e) (B) shall not apply tosecured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property orassets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documentsproviding for such Indebtedness; or(f) Insolvency Proceedings, Etc. Any Loan Party or any Restricted Subsidiary institutes orconsents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment forthe benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian,conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for196

all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator,rehabilitator, administrator, administrative receiver or similar officer is appointed without the applicationor consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendardays; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any materialpart of its property is instituted without the consent of such Person and continues undismissed or unstayedfor sixty (60) calendar days, or an order for relief is entered in any such proceeding; or(g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Restricted Subsidiarybecomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or(ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or anymaterial part of the property of the Loan Parties, taken as a whole, and is not released, vacated or fullybonded within sixty (60) days after its issue or levy; or(h) Judgments. There is entered against any Loan Party or any Restricted Subsidiary a finaljudgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (tothe extent not covered by independent third-party insurance as to which the insurer has been notified ofsuch judgment or order and has not denied coverage) and such judgment or order shall not have beensatisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty (60) consecutivedays; or(i) Invalidity of Loan Documents. Any material provision of any Loan Document, at anytime after its execution and delivery and for any reason other than as expressly permitted hereunder orthereunder (including as a result of a transaction permitted under Sections 7.04 or 7.05) or as a result ofacts or omissions by the Administrative Agent or Collateral Agent or any Lender or the satisfaction in fullof all the Obligations, ceases to be in full force and effect; or any Loan Party contests in writing thevalidity or enforceability of any provision of any Loan Document or the validity or priority of a Lien asrequired by the Collateral Documents on a material portion of the Collateral; or any Loan Party denies inwriting that it has any or further liability or obligation under any Loan Document (other than as a result ofrepayment in full of the Obligations and termination of the Aggregate Commitments), or purports inwriting to revoke or rescind any Loan Document; or(j) Change of Control. There occurs any Change of Control; or(k) Collateral Documents. Any Collateral Document after delivery thereof pursuant toSections 4.01, 6.11, 6.13, 6.16 or the Security Agreement shall for any reason (other than pursuant to theterms thereof including as a result of a transaction not prohibited under this Agreement) cease to create avalid and perfected Lien, with the priority required by the Collateral Documents and the IntercreditorAgreements on and security interest in any material portion of the Collateral purported to be coveredthereby, subject to Liens permitted under Section 7.01, (x) except to the extent that any such perfection orpriority is not required pursuant to the Collateral and Guarantee Requirement or any loss thereof resultsfrom the failure of the Administrative Agent or the Collateral Agent to maintain possession of certificatesactually delivered to it representing securities pledged under the Collateral Documents or to file UniformCommercial Code continuation statements and (y) except as to Collateral consisting of Real Property tothe extent that such losses are covered by a lender’s title insurance policy and such insurer has not deniedcoverage; or(l) ERISA. (i) An ERISA Event occurs which has resulted or would reasonably be expectedto result in liability of a Loan Party or a Restricted Subsidiary or any ERISA Affiliate in an aggregateamount which would reasonably be expected to result in a Material Adverse Effect, or (ii) a Loan Party,any Restricted Subsidiary or any ERISA Affiliate fails to pay when due, after the expiration of anyapplicable grace period, any installment payment with respect to its withdrawal liability under Section197

4201 of ERISA under a Multiemployer Plan in an aggregate amount which would reasonably be expectedto result in a Material Adverse Effect.Section 8.02. Remedies Upon Event of Default. If any Event of Default occurs and iscontinuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any orall of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing andprior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving CreditLenders under the Revolving Credit Facility only, and in such case only with respect to the RevolvingCredit Commitments, Revolving Credit Loans, Swing Line Loans, L/C Obligations, any Letters of Creditand L/C Credit Extensions):(i) declare the commitment of each Lender to make Loans and any obligation of theL/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments andobligation shall be terminated;(ii) declare the unpaid principal amount of all outstanding Loans, all interest accruedand unpaid thereon, and all other amounts owing or payable hereunder or under any other LoanDocument to be immediately due and payable, without presentment, demand, protest or othernotice of any kind, all of which are hereby expressly waived by the Borrower;(iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amountequal to the then Outstanding Amount thereof); and(iv) exercise on behalf of itself and the Lenders all rights and remedies available to itand the Lenders under the Loan Documents or applicable Law;provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to theBorrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loansand any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, theunpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shallautomatically become due and payable and the obligation of the Borrower to Cash Collateralize the L/CObligations as aforesaid shall automatically become effective, in each case without further act of theAdministrative Agent or any Lender.Notwithstanding anything to the contrary contained herein or in any other Loan Document, theAdministrative Agent shall not have any rights or remedies with respect to any pledge of the EquityInterests of AFA or any other registered investment adviser unless the Required Regulatory Approvalsshall have been obtained with respect to each applicable exercise of rights or remedies.Section 8.03. Exclusion of Immaterial Subsidiaries. Solely for the purpose of determiningwhether a Default or Event of Default has occurred under Section 8.01(f) or (g), any reference in any suchclause to any Restricted Subsidiary or Loan Party shall be deemed not to include any RestrictedSubsidiary (an “Immaterial Subsidiary”) affected by any event or circumstances referred to in any suchclause that did not, as of the last day of the most recent completed fiscal quarter of the Borrower, haveassets with a fair market value in excess of 2.5% of Total Assets (it being agreed that all RestrictedSubsidiaries affected by any event or circumstance referred to in any such clause shall be consideredtogether, as a single consolidated Restricted Subsidiary, for purposes of determining whether thecondition specified above is satisfied).Section 8.04. Application of Funds. After the exercise of remedies provided for in Section8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations198

have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02),any amounts received on account of the Obligations shall, subject to any Intercreditor Agreements then ineffect, be applied by the Administrative Agent in the following order (to the fullest extent permitted bymandatory provisions of applicable Law):First, to payment of that portion of the Obligations constituting fees, indemnities, expenses andother amounts (other than principal and interest, but including Attorney Costs payable under Section10.04 and amounts payable under Article 3) payable to the Administrative Agent or the Collateral Agentin its capacity as such;Second, to payment of that portion of the Obligations constituting fees, indemnities and otheramounts (other than principal and interest) payable to the Lenders (including Attorney Costs payableunder Section 10.04 and amounts payable under Article 3), ratably among them in proportion to theamounts described in this clause Second payable to them;Third, to payment of that portion of the Obligations constituting accrued and unpaid interest onthe Loans and L/C Borrowings, and any fees, premiums and scheduled periodic payments due underTreasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties inproportion to the respective amounts described in this clause Third payable to them;Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loansand L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of theaggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments underTreasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties inproportion to the respective amounts described in this clause Fourth held by them;Fifth, to the payment of all other Obligations of the Borrower that are due and payable to theAdministrative Agent and the other Secured Parties on such date, ratably based upon the respectiveaggregate amounts of all such Obligations owing to the Administrative Agent and the other SecuredParties on such date; andLast, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or asotherwise required by Law.Subject to Section 2.03(g), amounts used to Cash Collateralize the aggregate undrawn amount ofLetters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Lettersof Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credithave either been fully drawn or expired, such remaining amount shall be applied to the other Obligations,if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrower asapplicable. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied toany Excluded Swap Obligation of such Guarantor.Section 8.05. ▇▇▇▇▇▇▇▇’s Right to Cure. (a) Notwithstanding anything to the contrarycontained in Sections 8.01 or 8.02, if the Borrower determines that an Event of Default under thecovenant set forth in Section 7.11 has occurred or may occur, during the period commencing after thebeginning of the last fiscal quarter included in such Test Period and ending ten (10) Business Days afterthe date on which financial statements are required to be delivered hereunder with respect to such fiscalquarter (the “Cure Expiration Date”), the Investors may make a Specified Equity Contribution to theBorrower (a “Designated Equity Contribution”), and the amount of the net cash proceeds thereof shallbe deemed to increase Consolidated EBITDA with respect to such applicable quarter; provided that suchnet cash proceeds (i) are actually received by the Borrower as cash common equity (including through199

capital contribution of such net cash proceeds to the Borrower) during the period commencing after thebeginning of the last fiscal quarter included in such Test Period by the Borrower and ending on the CureExpiration Date and (ii) are Not Otherwise Applied. The parties hereby acknowledge that this Section8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any baskets or other amounts other than the amountof the Consolidated EBITDA for the purpose of Section 7.11. Notwithstanding anything to the contrarycontained in Section 8.01 and Section 8.02, (A) upon designation of the Designated Equity Contributionby the Borrower in an amount necessary to cure any Event of Default under the covenant set forth in Section 7.11, such covenant will be deemed satisfied and complied with as of the end of the relevantfiscal quarter with the same effect as though there had been no failure to comply with such covenant andany Event of Default under such covenant (and any other Default as a result thereof) will be deemed notto have occurred for purposes of the Loan Documents, and (B) from and after the date that the Borrowerdelivers a written notice to the Administrative Agent that it intends to exercise its cure right under thisSection 8.05 (a “Notice of Intent to Cure”) neither the Administrative Agent nor any Lender mayexercise any rights or remedies under Section 8.02 (or under any other Loan Document) on the basis ofany actual or purported Event of Default under the covenant set forth in Section 7.11 with respect to thequarter for which a Notice of Intent to Cure has been provided (and any other Default as a result thereof),and the Borrower shall be permitted to borrow Revolving Credit Loans and Swing Line Loans and makeany request for an L/C Credit Extension, until and unless the Cure Expiration Date has occurred withoutthe Designated Equity Contribution having been designated.(b) (i) In each period of four consecutive fiscal quarters, there shall be at least two fiscalquarters in which no Designated Equity Contribution is made, (ii) no more than five Designated EquityContributions may be made in the aggregate during the term of this Agreement, (iii) the amount of anyDesignated Equity Contribution shall be no more than the amount required to cause the Borrower to be inPro Forma Compliance with Section 7.11 for any applicable period and (iv) there shall be no pro formareduction in Indebtedness with the proceeds of any Designated Equity Contribution for determiningcompliance with Section 7.11 for the fiscal quarter with respect to which such Designated EquityContribution was made; provided that to the extent such proceeds are actually applied to prepayIndebtedness, such reduction may be credited in any subsequent fiscal quarter.ARTICLE 9ADMINISTRATIVE AGENT AND OTHER AGENTSSection 9.01. Appointment and Authorization of Agents. (a) Each Lender hereby irrevocablyappoints Bank of America to act on its behalf as the Administrative Agent and Collateral Agent hereunderand under the other Loan Documents, designates and authorizes each of the Administrative Agent and theCollateral Agent to take such action on its behalf under the provisions of this Agreement and each otherLoan Document and to exercise such powers and perform such duties as are expressly delegated to it bythe terms of this Agreement or any other Loan Document, together with such powers as are reasonablyincidental thereto. Without limiting the generality of the foregoing, the Lenders hereby expresslyauthorize the Administrative Agent to execute any and all documents (including releases) with respect tothe Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and inaccordance with the provisions of this Agreement and the Collateral Documents and acknowledge andagree that any such action by any Agent shall bind the Lenders. Notwithstanding any provision to thecontrary contained elsewhere herein or in any other Loan Document, neither the Administrative Agentnor the Collateral Agent shall have any duties or responsibilities, except those expressly set forth herein,nor shall the Administrative Agent or the Collateral Agent have or be deemed to have any fiduciaryrelationship with any Lender or Participant, and no implied covenants, functions, responsibilities, duties,obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise existagainst the Administrative Agent or the Collateral Agent. Without limiting the generality of the200

foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference toany Agent is not intended to connote any fiduciary or other implied (or express) obligations arising underagency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom,and is intended to create or reflect only an administrative relationship between independent contractingparties. (b) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Creditissued by it and the documents associated therewith, and each such L/C Issuer shall have all of thebenefits and immunities (i) provided to the Agents in this Article 9 with respect to any acts taken oromissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to beissued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit asfully as if the term “Agent” as used in this Article 9 and in the definition of “Agent-Related Person”included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided hereinwith respect to such L/C Issuer.(c) Each of the Secured Parties (by acceptance of the benefits of the Collateral Documents)hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of (and to hold anysecurity interest created by the Collateral Documents for and on behalf of or on trust for) such SecuredParty for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by theLoan Parties to secure any of the Obligations, together with such powers and discretion as are reasonablyincidental thereto. In this connection, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.02 for purposes of holding orenforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, orfor exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall beentitled to the benefits of all provisions of this Article 9 (including Section 9.07, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Loan Documents) as if setforth in full herein with respect thereto.(d) Each Lender and each other Secured Party (by acceptance of the benefits of the CollateralDocuments) hereby (i) acknowledges that it has received a copy of the Intercreditor Agreements, (ii)agrees that it will be bound by and will take no actions contrary to the provisions of the IntercreditorAgreements to the extent then in effect, and (iii) authorizes and instructs the Collateral Agent to enter intoeach Intercreditor Agreement as Collateral Agent and on behalf of such Lender or Secured Party.(e) Except as provided in Sections 9.09 and 9.11, the provisions of this Article 9 are solelyfor the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower norany other Loan Party shall have rights as a third-party beneficiary of any of such provisions.Section 9.02. Delegation of Duties. Each of the Administrative Agent and the Collateral Agentmay execute any of its duties under this Agreement or any other Loan Document (including for purposesof holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the CollateralDocuments or of exercising any rights and remedies thereunder) by or through agents, employees orattorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning allmatters pertaining to such duties. The Administrative Agent, the Collateral Agent and any such sub-agentmay perform any and all of its duties and exercise its rights and powers by or through their respectiveAgent-Related Persons. The exculpatory provisions of this Article shall apply to any such sub-agent andto the Agent-Related Persons of the Administrative Agent, the Collateral Agent and any such sub-agent,and shall apply to their respective activities in connection with the syndication of the Facilities as well asactivities as Administrative Agent or Collateral Agent. The Administrative Agent shall not be responsiblefor the negligence or misconduct of any agent or sub-agent or attorney-in-fact that it selects in the absence201

of gross negligence or willful misconduct (as determined in the final non-appealable judgment of a courtof competent jurisdiction).Section 9.03. Liability of Agents. No Agent-Related Person shall (a) be liable for any actiontaken or omitted to be taken by any of them under or in connection with this Agreement or any otherLoan Document or the transactions contemplated hereby (except for its own gross negligence or willfulmisconduct, as determined by the final non-appealable judgment of a court of competent jurisdiction, inconnection with its duties expressly set forth herein), (b) except as expressly set forth herein and in theother Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, anyinformation relating to the Borrower or any of its Affiliates that is communicated to or obtained by thePerson serving as the Administrative Agent or any of its Affiliates in any capacity, (c) be responsible foror have any duty to ascertain or inquire into the satisfaction of any condition set forth in Article 4 orelsewhere herein, other than to confirm receipt of items expressly required to be delivered to theAdministrative Agent or (d) be responsible in any manner to any Lender or Participant for any recital,statement, representation or warranty made by any Loan Party or any officer thereof, contained herein ▇▇▇▇ any other Loan Document, or in any certificate, report, statement or other document referred to orprovided for in, or received by the Administrative Agent or the Collateral Agent under or in connectionwith, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness,enforceability or sufficiency of this Agreement or any other Loan Document, the existence, value orcollectability of the Collateral, any failure to monitor or maintain any part of the Collateral, or theperfection or priority of any Lien or security interest created or purported to be created under theCollateral Documents, or for any failure of any Loan Party or any other party to any Loan Document toperform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligationto any Lender or Participant to ascertain or to inquire as to the observance or performance of any of theagreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect theproperties, books or records of any Loan Party or any Affiliate thereof. Notwithstanding the foregoing,neither the Administrative Agent nor the Collateral Agent shall have any duty to take any discretionaryaction or exercise any discretionary powers, except discretionary rights and powers expresslycontemplated hereby or by the other Loan Documents that the Administrative Agent or Collateral Agent(as applicable) is required to exercise as directed in writing by the Required Lenders (or such othernumber or percentage of the Lenders as shall be expressly provided for herein or in the other LoanDocuments); provided that the Administrative Agent or Collateral Agent (as applicable) shall not berequired to take any action that, in its opinion or the opinion of its counsel, may expose theAdministrative Agent or Collateral Agent (as applicable) to liability or that is contrary to any LoanDocument or applicable Law, including for the avoidance of doubt any action that may be in violation ofthe automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification ortermination of property of a Defaulting Lender in violation of any Debtor Relief Law.Section 9.04. Reliance by Agents. Each Agent shall be entitled to rely, and shall be fullyprotected in relying, upon any writing, communication, signature, resolution, representation, notice,consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mailmessage, statement or other document or conversation believed by it to be genuine and correct and tohave been signed, sent or made by the proper Person or Persons, and upon advice and statements of legalcounsel (including counsel to any Loan Party), independent accountants and other experts selected bysuch Agent. Each Agent shall be fully justified in failing or refusing to take any action under any LoanDocument unless it shall first receive such advice or concurrence of the Required Lenders as it deemsappropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against anyand all liability and expense which may be incurred by it by reason of taking or continuing to take anysuch action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, underthis Agreement or any other Loan Document in accordance with a request or consent of the Required202

Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) andsuch request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.Section 9.05. Notice of Default. The Administrative Agent shall not be deemed to haveknowledge or notice of the occurrence of any Default, except with respect to defaults in the payment ofprincipal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders,unless the Administrative Agent shall have received written notice from a Lender or the Borrowerreferring to this Agreement, describing such Default and stating that such notice is a “notice of default.”The Administrative Agent will notify the Lenders of its receipt of any such notice. The AdministrativeAgent shall take such action with respect to any Event of Default as may be directed by the RequiredLenders (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expirationof the Term Loan Standstill Period, the Required Revolving Credit Lenders under the Revolving CreditFacility only, and in such case only with respect to the Revolving Credit Commitments, Revolving CreditLoans, Swing Line Loans, L/C Obligations, Letters of Credit and L/C Credit Extensions) in accordancewith Article 8; provided that unless and until the Administrative Agent has received any such direction,the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking suchaction, with respect to such Event of Default as it shall deem advisable or in the best interest of theLenders.Section 9.06. Credit Decision; Disclosure of Information by Agents. Each Lenderacknowledges that no Agent-Related Person has made any representation or warranty to it, and that no actby any Agent hereafter taken, including any consent to and acceptance of any assignment or review of theaffairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation orwarranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-RelatedPersons have disclosed material information in their possession. Each Lender represents to each Agentthat it has, independently and without reliance upon any Agent-Related Person and based on suchdocuments and information as it has deemed appropriate, made its own appraisal of, and investigationinto, the business, prospects, operations, property, financial and other condition and creditworthiness ofthe Loan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to thetransactions contemplated hereby, and made its own decision to enter into this Agreement and to extendcredit to the Borrower hereunder. Each Lender also represents that it will, independently and withoutreliance upon any Agent-Related Person and based on such documents and information as it shall deemappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or nottaking action under this Agreement and the other Loan Documents, and to make such investigations as itdeems necessary to inform itself as to the business, prospects, operations, property, financial and othercondition and creditworthiness of the Loan Parties. Except for notices, reports and other documentsexpressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have anyduty or responsibility to provide any Lender with any credit or other information concerning the business,prospects, operations, property, financial and other condition or creditworthiness of any of the LoanParties or any of their Affiliates which may come into the possession of any Agent-Related Person.Section 9.07. Indemnification of Agents. Whether or not the transactions contemplated herebyare consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extentnot reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party todo so) acting as an Agent, pro rata, and hold harmless each Agent-Related Person from and against anyand all Indemnified Liabilities incurred by it; provided that no Lender shall be liable for the payment toany Agent-Related Person of any portion of such Indemnified Liabilities resulting from such Agent-Related Person’s own gross negligence or willful misconduct, as determined by the final non-appealablejudgment of a court of competent jurisdiction; provided that no action taken in accordance with thedirections of the Required Lenders (or such other number or percentage of the Lenders as shall berequired by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct203

for purposes of this Section 9.07; provided, further, that any obligation to indemnify an L/C Issuerpursuant to this Section 9.07 shall be limited to Revolving Credit Lenders only. In the case of anyinvestigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applieswhether any such investigation, litigation or proceeding is brought by any Lender or any other Person.Without limitation of the foregoing, each Lender shall reimburse each of the Administrative Agent andthe Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (includingAttorney Costs) incurred by the Administrative Agent or the Collateral Agent, as the case may be, inconnection with the preparation, execution, delivery, administration, modification, amendment orenforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respectof rights or responsibilities under, this Agreement, any other Loan Document, or any documentcontemplated by or referred to herein, to the extent that the Administrative Agent or the Collateral Agent,as the case may be, is not reimbursed for such expenses by or on behalf of the Loan Parties and withoutlimiting their obligation to do so. The undertaking in this Section 9.07 shall survive termination of theAggregate Commitments, the payment of all other Obligations and the resignation of the AdministrativeAgent or the Collateral Agent, as the case may be.Section 9.08. Agents in Their Individual Capacities. Bank of America and its Affiliates maymake loans to, issue letters of credit for the account of, accept deposits from, acquire Equity Interests inand generally engage in any kind of banking, trust, financial advisory, underwriting or other businesswith the Borrower and its respective Affiliates as though Bank of America were not the AdministrativeAgent, the Collateral Agent, the Swing Line Lender or an L/C Issuer hereunder and without notice to orconsent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Bank of America orits Affiliates may receive information regarding the Borrower or its Affiliates (including information thatmay be subject to confidentiality obligations in favor of the Borrower or such Affiliate) and acknowledgethat neither the Administrative Agent nor the Collateral Agent shall be under any obligation to providesuch information to them. With respect to its Loans, Bank of America and its Affiliates shall have thesame rights and powers under this Agreement as any other Lender and may exercise such rights andpowers as though it were not the Administrative Agent, the Collateral Agent, the Swing Line Lender or anL/C Issuer, and the terms “Lender” and “Lenders” include Bank of America in its individual capacity.Any successor to Bank of America as the Administrative Agent or the Collateral Agent shall also have therights attributed to Bank of America under this Section 9.08.Section 9.09. Successor Agents. Each of the Administrative Agent and the Collateral Agentmay resign as the Administrative Agent or the Collateral Agent, as applicable upon thirty (30) days’notice to the Lenders and the Borrower and if either the Administrative Agent or the Collateral Agent is aDefaulting Lender, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’notice to the Lenders. If the Administrative Agent or the Collateral Agent resigns under this Agreementor is removed by the Borrower, the Required Lenders shall appoint from among the Lenders a successoragent for the Lenders, which successor agent shall be consented to by the Borrower at all times other thanduring the existence of an Event of Default under Sections 8.01(f) or (g) (which consent of the Borrowershall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effectivedate of the resignation or removal of the Administrative Agent or the Collateral Agent, as applicable, theAdministrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and theBorrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (inthe case of a resignation), a successor agent from among the Lenders. Upon the acceptance of itsappointment as successor agent hereunder, the Person acting as such successor agent shall succeed to allthe rights, powers and duties of the retiring Administrative Agent or retiring Collateral Agent and theterm “Administrative Agent” or “Collateral Agent” shall mean such successor administrative agent orcollateral agent and/or Supplemental Agent, as the case may be, and the retiring Administrative Agent’sor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agentshall be terminated. After the retiring Administrative Agent’s or the Collateral Agent’s resignation or204

removal hereunder as the Administrative Agent or Collateral Agent, the provisions of this Article 9 andthe provisions of Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted tobe taken by it while it was the Administrative Agent or Collateral Agent under this Agreement. If nosuccessor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the datewhich is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice ofresignation or ten (10) days following the Borrower’s notice of removal, the retiring AdministrativeAgent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective andthe Lenders shall perform all of the duties of the Administrative Agent or Collateral Agent hereunder untilsuch time, if any, as the Required ▇▇▇▇▇▇▇ appoint a successor agent as provided for above. Upon theacceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successorand upon the execution and filing or recording of such financing statements, or amendments thereto, andsuch other instruments or notices, as may be necessary or desirable, or as the Required Lenders mayrequest, in order to (a) continue the perfection of the Liens granted or purported to be granted by theCollateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the Administrative Agent orCollateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion,privileges, and duties of the retiring Administrative Agent or Collateral Agent, and the retiringAdministrative Agent or Collateral Agent shall be discharged from its duties and obligations under theLoan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunderas the Administrative Agent or the Collateral Agent, the provisions of this Article 9 and Sections 10.04and 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by itwhile it was acting as the Administrative Agent or the Collateral Agent.Any resignation by Bank of America as Administrative Agent pursuant to this Section shall alsoconstitute its resignation as a L/C Issuer and Swing Line Lender pursuant to Sections 2.03(q) and 2.04(h).Section 9.10. Administrative Agent May File Proofs of Claim; Credit Bidding. In case of thependency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent(irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable asherein expressed or by declaration or otherwise and irrespective of whether the Administrative Agentshall have made any demand on the Borrower or the Collateral Agent) shall be (to the fullest extentpermitted by mandatory provisions of applicable Law) entitled and empowered, by intervention in suchproceeding or otherwise:(a) to file and prove a claim for the whole amount of the principal and interest owing andunpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid andto file such other documents as may be necessary or advisable in order to have the claims of the Lenders,the Collateral Agent and the Administrative Agent (including any claim for the reasonable compensation,expenses, disbursements and advances of the Lenders, the Collateral Agent and the Administrative Agentand their respective agents and counsel and all other amounts due to the Lenders, the Collateral Agent andthe Administrative Agent under Sections 2.03(h) and (i), 2.09, 10.04 and 10.05) allowed in such judicialproceeding; and(b) to collect and receive any monies or other property payable or deliverable on any suchclaims and to distribute the same; and any custodian, curator, receiver, assignee, trustee, liquidator,sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lenderto make such payments to the Administrative Agent or the Collateral Agent and, in the event that theAdministrative Agent shall consent to the making of such payments directly to the Lenders, to pay to theAdministrative Agent or the Collateral Agent any amount due for the reasonable compensation, expenses,205

disbursements and advances of the Agents and their respective agents and counsel, and any other amountsdue the Administrative Agent or the Collateral Agent under Sections 2.09, 10.04 and 10.05.Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize orconsent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement,adjustment or composition affecting the Obligations or the rights of any Lender or to authorize theAdministrative Agent to vote in respect of the claim of any Lender in any such proceeding.The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of theRequired Lenders, to credit bid all or any portion of the Obligations (including accepting some or all ofthe Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure orotherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) ▇▇▇▇▇ any portion of the Collateral (a) at any sale thereof conducted under the provisions of the BankruptcyCode of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of theUnited States, or any similar Laws in any other jurisdictions to which a Loan Party is subject, (b) at anyother sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or atthe direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance withany applicable Law. In connection with any such credit bid and purchase, the Obligations owed to theSecured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations withrespect to contingent or unliquidated claims receiving contingent interests in the acquired assets on aratable basis that would vest upon the liquidation of such claims in an amount proportional to theliquidated portion of the contingent claim amount used in allocating the contingent interests) in the assetor assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehiclesthat are used to consummate such purchase). In connection with any such bid (i) the AdministrativeAgent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documentsproviding for the governance of the acquisition vehicle or vehicles (provided that any actions by theAdministrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of theassets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the RequiredLenders, irrespective of the termination of this Agreement and without giving effect to the limitations onactions by the Required Lenders contained in clauses (a) through (j) of Section 10.01), and (iii) to theextent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral forany reason (as a result of another bid being higher or better, because the amount of Obligations assignedto the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise),such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/ordebt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned tothe acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or anyacquisition vehicle to take any further action.Section 9.11. Collateral and Guaranty Matters. Each Lender (including in its capacity as acounterparty to a Secured Hedge Agreement or Treasury Services Agreement) and each other SecuredParty by its acceptance of the Collateral Documents irrevocably agrees:(a) that any Lien on any property granted to or held by the Administrative Agent or theCollateral Agent under any Loan Document shall be automatically released (i) upon termination of theAggregate Commitments and payment in full of all Obligations (other than (x) obligations under SecuredHedge Agreements and Treasury Services Agreements not yet due and payable and (y) contingentindemnification obligations not yet accrued and payable) and the expiration or termination or cashcollateralization of all Letters of Credit (or if such Letters of Credit have been backstopped by letters ofcredit reasonably satisfactory to the applicable L/C Issuers or deemed reissued under another agreementreasonably satisfactory to the applicable L/C Issuers), (ii) at the time the property subject to such Lien isDisposed or to be Disposed as part of or in connection with any Disposition permitted hereunder or under206

any other Loan Document to any Person other than a Person required to ▇▇▇▇▇ ▇ ▇▇▇▇ to theAdministrative Agent or the Collateral Agent under the Loan Documents, (iii) subject to Section 10.01, ifthe release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) to theextent such asset constitutes an Excluded Asset or (v) if the property subject to such Lien is owned by aGuarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c)below; (b) that upon the request of the Borrower, the Administrative Agent and the Collateral Agentmay release or subordinate any Lien on any property granted to or held by the Administrative Agent orthe Collateral Agent under any Loan Document to the holder of any Lien on such property that ispermitted by Sections 7.01(u) or (w) (in the case of clause (w), to the extent required by the terms of theobligations secured by such Liens) pursuant to documents reasonably acceptable to the AdministrativeAgent; (c) that any Subsidiary Guarantor shall be automatically released from its obligations underthe Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as aresult of a transaction or designation permitted hereunder; provided that no such release shall occur ifsuch Guarantor continues to be a guarantor in respect of the Senior Notes or any Junior Financing with aprincipal amount in excess of the Threshold Amount;(d) at the sole option of the Borrower, Holdings or any existing entity constituting“Holdings” shall be released from its obligations under the Guaranty if such entity ceases to be the directparent of the Borrower as a result of a transaction or designation permitted pursuant to the definitionthereof and otherwise permitted hereunder, subject to the assumption of all obligations of “Holdings”under the Loan Documents by such other Domestic Subsidiary that directly owns 100% of the issued andoutstanding Equity Interests in the Borrower pursuant to the definition thereof and satisfaction of theCollateral and Guarantee Requirements by such Domestic Subsidiary; provided that 100% of the EquityInterests of the Borrower shall be pledged to the Administrative Agent to secure the Obligations; and(e) the Collateral Agent may, without any further consent of any Lender, enter into (i) a FirstLien Intercreditor Agreement with the collateral agent or other representatives of holders of PermittedRatio Debt that is intended to be secured on a pari passu basis with the Liens securing the Obligationsand/or (ii) a Junior Lien Intercreditor Agreement with the collateral agent or other representatives of theholders of Indebtedness permitted under Section 7.03 that is intended to be secured on a junior Lien basisto the Liens securing the Obligations, in each case, where such Indebtedness is secured by Lienspermitted under Section 7.01. The Collateral Agent may rely exclusively on a certificate of a ResponsibleOfficer of the Borrower as to whether any such other Liens are permitted. Any First Lien IntercreditorAgreement or Junior Lien Intercreditor Agreement entered into by the Collateral Agent in accordancewith the terms of this Agreement shall be binding on the Secured Parties.Upon request by the Administrative Agent or the Collateral Agent at any time, the RequiredLenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to releaseor subordinate its interest in particular types or items of property, or to release any Guarantor from itsobligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section9.11, the Administrative Agent or the Collateral Agent will promptly upon the request of the Borrower(and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at theBorrower’s expense, execute and deliver to the applicable Loan Party such documents as the Borrowermay reasonably request to evidence the release or subordination of such item of Collateral from theassignment and security interest granted under the Collateral Documents, or to evidence the release ofsuch Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of theLoan Documents and this Section 9.11 (and the Administrative Agent and the Collateral Agent may rely207

conclusively on a certificate of a Responsible Officer of the Borrower to that effect provided to it by anyLoan Party upon its reasonable request without further inquiry). Any execution and delivery ofdocuments pursuant to this Section shall be without recourse to or warranty by the Administrative Agentor the Collateral Agent. For the avoidance of doubt, no release of Collateral or Guarantors effected in themanner permitted by this Section 9.11 shall require the consent of any holder of obligations underSecured Hedge Agreements or any Treasury Services Agreements.Section 9.12. Other Agents; Arrangers and Managers. None of the Lenders or other Personsidentified on the facing page or signature pages of this Agreement as a “joint bookrunner”, “joint leadarranger” or “co-manager” shall have any right, power, obligation, liability, responsibility or duty underthis Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, noneof the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationshipwith any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of theLenders or other Persons so identified in deciding to enter into this Agreement or in taking or not takingaction hereunder.Section 9.13. Withholding Tax Indemnity. To the extent required by any applicable Law, theAdministrative Agent may withhold from any payment to any Lender an amount equivalent to anyapplicable withholding Tax. If the Internal Revenue Service or any other authority of the United States orother jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax fromamounts paid to or for the account of any Lender for any reason (including, without limitation, becausethe appropriate form was not delivered or not properly executed, or because such Lender failed to notifythe Administrative Agent of a change in circumstance that rendered the exemption from, or reduction ofwithholding Tax ineffective), such Lender shall, within 10 days after written demand therefor, indemnifyand hold harmless the Administrative Agent (to the extent that the Administrative Agent has not alreadybeen reimbursed by the Borrower pursuant to Section 3.01 and Section 3.04 and without limiting orexpanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by theAdministrative Agent as Taxes or otherwise, together with all expenses incurred, including legal expensesand any other out-of-pocket expenses, whether or not such Tax was correctly or legally imposed orasserted by the relevant Governmental Authority. A certificate as to the amount of such payment orliability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at anytime owing to such Lender under this Agreement or any other Loan Document against any amount duethe Administrative Agent under this Section 9.13. The agreements in this Section 9.13 shall survive theresignation and/or replacement of the Administrative Agent, any assignment of rights by, or thereplacement of, a Lender and the repayment, satisfaction or discharge of all other Obligations. For theavoidance of doubt, the term “Lender” for purposes of this Section 9.13 shall include each L/C Issuer andSwing Line Lender.Section 9.14. Appointment of Supplemental Agents. (a) It is the purpose of this Agreement andthe other Loan Documents that there shall be no violation of any Law of any jurisdiction denying orrestricting the right of banking corporations or associations to transact business as agent or trustee in suchjurisdiction. It is recognized that in case of litigation under this Agreement or any of the other LoanDocuments, and in particular in case of the enforcement of any of the Loan Documents, or in case theAdministrative Agent or the Collateral Agent deems that by reason of any present or future Law of anyjurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the otherLoan Documents or take any other action which may be desirable or necessary in connection therewith,the Administrative Agent and the Collateral Agent are hereby authorized to appoint an additionalindividual or institution selected by the Administrative Agent or the Collateral Agent in its sole discretionas a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or208

administrative co-agent (any such additional individual or institution being referred to herein individuallyas a “Supplemental Agent” and collectively as “Supplemental Agents”).(b) In the event that the Collateral Agent appoints a Supplemental Agent with respect to anyCollateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement orany of the other Loan Documents to be exercised by or vested in or conveyed to the Collateral Agent withrespect to such Collateral shall be exercisable by and vest in such Supplemental Agent to the extent, andonly to the extent, necessary to enable such Supplemental Agent to exercise such rights, powers andprivileges with respect to such Collateral and to perform such duties with respect to such Collateral, andevery covenant and obligation contained in the Loan Documents and necessary to the exercise orperformance thereof by such Supplemental Agent shall run to and be enforceable by either the CollateralAgent or such Supplemental Agent, and (ii) the provisions of this Article 9 and of Sections 10.04 and 10.05 that refer to the Administrative Agent shall inure to the benefit of such Supplemental Agent and allreferences therein to the Collateral Agent shall be deemed to be references to the Collateral Agent and/orsuch Supplemental Agent, as the context may require.(c) Should any instrument in writing from any Loan Party be required by any SupplementalAgent so appointed by the Administrative Agent or the Collateral Agent for more fully and certainlyvesting in and confirming to him or it such rights, powers, privileges and duties, such Loan Party shallexecute, acknowledge and deliver any and all such instruments promptly upon request by theAdministrative Agent or the Collateral Agent. In case any Supplemental Agent, or a successor thereto,shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties ofsuch Supplemental Agent, to the extent permitted by Law, shall vest in and be exercised by theAdministrative Agent until the appointment of a new Supplemental Agent.Section 9.15. Erroneous Payments. Without limitation of any other provision in thisAgreement, if at any time the Administrative Agent makes a payment hereunder in error to any LenderParty, whether or not in respect of an Obligation due and owing by the Borrower at such time, where suchpayment is a Rescindable Amount, then in any such event, each Lender Party receiving a RescindableAmount severally agrees to repay to the Administrative Agent forthwith on demand the RescindableAmount received by such Lender Party in immediately available funds in the currency so received, withinterest thereon, for each day from and including the date such Rescindable Amount is received by it tobut excluding the date of payment to the Administrative Agent, at the greater of the Federal FundsEffective Rate and a rate determined by the Administrative Agent in accordance with banking industryrules on interbank compensation. Each Lender Party irrevocably waives any and all defenses, includingany “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenlypaid by a third party in respect of a debt owed by another) or similar defense to its obligation to returnany Rescindable Amount. The Administrative Agent shall inform each Lender Party promptly upondetermining that any payment made to such Lender Party comprised, in whole or in part, a RescindableAmount. This Section 9.15 shall solely be an agreement between the Administrative Agent and theLender Parties. ARTICLE 10MISCELLANEOUSSection 10.01. Amendments, Etc.. Except as otherwise set forth in this Agreement, noamendment or waiver of any provision of this Agreement or any other Loan Document, and no consent toany departure by any Loan Party therefrom, shall be effective unless in writing signed by the RequiredLenders, or by the Administrative Agent with the consent of the Required Lenders, and such Loan Party(with an executed copy thereof promptly delivered to the Administrative Agent if not otherwise a partythereto) and each such waiver or consent shall be effective only in the specific instance and for the209

specific purpose for which given; provided that any amendment or waiver contemplated in clauses (g) or (j) below, shall only require the consent of such Loan Party and the Required Revolving Credit Lendersor the Required Facility Lenders under the applicable Facility, as applicable; provided, further, that nosuch amendment, waiver or consent shall:(a) extend or increase the Commitment of any Lender without the written consent of eachLender holding such Commitment (it being understood that a waiver of any condition precedent or of anyDefault, mandatory prepayment or mandatory reduction of the Commitments shall not constitute anextension or increase of any Commitment of any Lender);(b) postpone any date scheduled for, or reduce or forgive the amount of, any payment ofprincipal or interest under Sections 2.07 or 2.08 without the written consent of each Lender holding theapplicable Obligation (it being understood that the waiver of (or amendment to the terms of) anymandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled forthe payment of principal or interest and it being understood that any change to the definition of“Consolidated First Lien Net Leverage Ratio,” “Consolidated Secured Net Leverage Ratio”,“Consolidated Total Net Leverage Ratio”, “Consolidated Interest Coverage Ratio” or, in each case,in the component definitions thereof shall not constitute a reduction or forgiveness in any rate of interest);(c) reduce or forgive the principal of, or the rate of interest specified herein on, any Loan, orL/C Borrowing, or (subject to clause (iii) of the third proviso to this Section 10.01) any fees or otheramounts payable hereunder or under any other Loan Document (or change the timing of payments of suchfees or other amounts) without the written consent of each Lender holding such Loan, L/C Borrowing orto whom such fee or other amount is owed (it being understood that any change to the definition of“Consolidated First Lien Net Leverage Ratio,” “Consolidated Secured Net Leverage Ratio” or“Consolidated Total Net Leverage Ratio”, “Consolidated Interest Coverage Ratio” or, in each case,in the component definitions thereof shall not constitute a reduction or forgiveness in any rate of interest);provided that only the consent of the Required Lenders shall be necessary to amend the definition of“Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;(d) change any provision of Sections 8.04 or 10.01 or the definition of “Required RevolvingCredit Lenders,” “Required Lenders,” “Required Facility Lenders,” “Required Class Lenders” orany other provision specifying the number of Lenders or portion of the Loans or Commitments requiredto take any action under the Loan Documents, without the written consent of each Lender directlyaffected thereby;(e) other than in connection with a transaction permitted under Sections 7.04 or 7.05, releaseall or substantially all of the Collateral in any transaction or series of related transactions, without thewritten consent of each Lender;(f) other than in connection with a transaction permitted under Sections 7.04 or 7.05, releaseall or substantially all of the aggregate value of the Guaranty, without the written consent of each Lender;(g) (1) waive any condition set forth in Section 4.02 as to any Credit Extension under one ormore Revolving Credit Facilities or (2) amend, waive or otherwise modify any term or provision whichdirectly affects Lenders under one or more Revolving Credit Facilities and does not directly affectLenders under any other Facility (including any waiver, amendment or modification of Section 7.11 orthe definition of “Consolidated First Lien Net Leverage Ratio” or the component definitions thereof(but only to the extent of any such component definition’s effect on the definition of “Consolidated FirstLien Net Leverage Ratio” for the purposes of Section 7.11), in each case, without the written consent ofthe Required Facility Lenders under such applicable Revolving Credit Facility or Facilities (and in the210

case of multiple Facilities which are affected, with respect to any such Facility, such consent shall beeffected by the Required Facility Lenders of such Facility); provided, however, that the waivers describedin this clause (g) shall not require the consent of any Lenders other than the Required Facility Lendersunder such Facility or Facilities;(h) amend, waive or otherwise modify the portion of the definition of “Interest Period” thatprovides for one, two, three or six month intervals to automatically allow intervals in excess of sixmonths, without the written consent of each Lender affected thereby;(i) subordinate the Revolving Credit Facility to any Term Loans without the written consentof each Revolving Credit Lender directly and adversely affected thereby; or(j) amend, waive or otherwise modify any term or provision (including the availability andconditions to funding under Section 2.14 (but not the conditions to implementing Incremental TermLoans or Incremental Revolving Credit Commitments pursuant to Section 2.14(d)(v) and Section 2.14(e))with respect to Incremental Term Loans and Incremental Revolving Credit Commitments, under Section2.15 with respect to Refinancing Term Loans and Other Revolving Credit Commitments and under Section 2.16 with respect to Extending Term Loans or Extending Revolving Credit Commitments and, ineach case, the rate of interest applicable thereto) which directly affects Lenders of one or moreIncremental Term Loans, Incremental Revolving Credit Commitments, Refinancing Term Loans, OtherRevolving Credit Commitments, Extending Term Loans or Extending Revolving Credit Commitmentsand does not directly affect Lenders under any other Facility, in each case, without the written consent ofthe Required Facility Lenders under such applicable Incremental Term Loans, Incremental RevolvingCredit Commitments, Refinancing Term Loans, Other Revolving Credit Commitments, Extending TermLoans or Extending Revolving Credit Commitments (and in the case of multiple Facilities which areaffected, with respect to any such Facility, such consent shall be effected by the Required FacilityLenders of such Facility); provided, however, that the waivers described in this clause (j) shall not requirethe consent of any Lenders other than the Required Facility Lenders under such applicable IncrementalTerm Loans, Incremental Revolving Credit Commitments, Refinancing Term Loans, Other RevolvingCredit Commitments, Extending Term Loans or Extending Revolving Credit Commitments, as the casemay be; and provided, further, that (i) no amendment, waiver or consent shall, unless in writing andsigned by each L/C Issuer in addition to the Lenders required above, affect the rights or duties of an L/CIssuer under this Agreement or any Letter of Credit Issuance Request relating to any Letter of Creditissued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by aSwing Line Lender in addition to the Lenders required above, affect the rights or duties of such SwingLine Lender under this Agreement; provided, however, that this Agreement may be amended to adjust theborrowing mechanics related to Swing Line Loans with only the written consent of the AdministrativeAgent, the Swing Line Lender and the Borrower so long as the obligations of the Revolving CreditLenders are not affected thereby; (iii) no amendment, waiver or consent shall, unless in writing andsigned by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lendersrequired above, affect the rights or duties of, or any fees or other amounts payable to, the AdministrativeAgent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document; (iv)Section 10.07(i) may not be amended, waived or otherwise modified without the consent of each GrantingLender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiveror other modification; and (v) the consent of Lenders holding more than 50% of any Class ofCommitments or Loans shall be required with respect to any amendment that by its terms adverselyaffects the rights of such Class in respect of payments or Collateral hereunder in a manner different thansuch amendment affects other Classes. Notwithstanding anything to the contrary herein, no DefaultingLender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (andany amendment, waiver or consent which by its terms requires the consent of all Lenders or each affectedLender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except211

that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consentof such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders oreach affected Lender that by its terms materially and adversely affects any Defaulting Lender (if suchLender were not a Defaulting Lender) to a greater extent than other affected Lenders shall require theconsent of such Defaulting Lender.Notwithstanding the foregoing, no Lender consent is required to effect any amendment orsupplement to any First Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement or otherintercreditor agreement or arrangement permitted under this Agreement that is for the purpose of addingthe Other Debt Representatives, as expressly contemplated by the terms of such First Lien IntercreditorAgreement, such Junior Lien Intercreditor Agreement or such other intercreditor agreement orarrangement permitted under this Agreement, as applicable, pursuant to the terms thereof (it beingunderstood that any such amendment or supplement may make such other changes to the applicableintercreditor agreement as, in the good faith determination of the Administrative Agent, are required toeffectuate the foregoing); provided, further, that no such agreement shall amend, modify or otherwiseaffect the rights or duties of the Administrative Agent hereunder or under any other Loan Documentwithout the prior written consent of the Administrative Agent.Notwithstanding the foregoing, this Agreement and any other Loan Document may be amendedsolely with the consent of the Administrative Agent and the Borrower without the need to obtain theconsent of any other Lender if such amendment is delivered in order (A) to correct or cure ambiguities,errors, omissions or defects, (B) to effect administrative changes of a technical or immaterial nature, (C)to fix incorrect cross references or similar inaccuracies in this Agreement or the applicable LoanDocument, (D) to implement the “market flex” provisions set forth in the Fee Letter, (E) solely to addbenefit to one or more existing Facilities, including but not limited to, increase in margin, interest ratefloor, prepayment premium, call protection and reestablishment of or increase in amortization schedule, inorder to cause any Incremental Facility to be fungible with any existing Facility and (F) to add anyfinancial covenant or other terms for the benefit of all Lenders or any Class of Lenders pursuant to theconditions imposed on the incurrence of any Indebtedness set forth elsewhere in this Agreement, and ineach case of clauses (A), (B) and (C), such amendment shall become effective without any further actionor the consent of any other party to any Loan Document if the same is not objected to in writing by theRequired Lenders within five (5) Business Days following receipt of notice thereof. The CollateralDocuments and related documents in connection with this Agreement and the other Loan Documents maybe in a form reasonably determined by the Administrative Agent and may be, together with thisAgreement, amended, supplemented and waived with the consent of the Administrative Agent at therequest of the Borrower without the need to obtain the consent of any other Lender if such amendment,supplement or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) tocorrect or cure ambiguities, omissions, mistakes or defects or (iii) to cause such Collateral Documents orother document to be consistent with this Agreement and the other Loan Documents and, in each case,such amendment shall become effective without any further action or the consent of any other party toany Loan Document if the same is not objected to in writing by the Required Lenders within five (5)Business Days following receipt of notice thereof.Notwithstanding anything in this Agreement or any other Loan Document to the contrary, theBorrower and the Administrative Agent may enter into any Incremental Amendment in accordance with Section 2.14, any Refinancing Amendment in accordance with Section 2.15 and any ExtensionAmendment in accordance with Section 2.16 and such Incremental Amendments, RefinancingAmendments and Extension Amendments shall be effective to amend the terms of this Agreement and theother applicable Loan Documents, in each case, without any further action or consent of any other partyto any Loan Document. 212

Section 10.02. Notices and Other Communications; Facsimile Copies. (a) General. Unlessotherwise expressly provided herein, all notices and other communications provided for hereunder orunder any other Loan Document shall be in writing (including by facsimile transmission or electronicmail). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimilenumber or electronic mail address, and all notices and other communications expressly permittedhereunder to be given by telephone shall be made to the applicable telephone number, as follows:(i) subject to Section 10.07(q), if to the Borrower (or any other Loan Party) or theAdministrative Agent, the Collateral Agent, an L/C Issuer or the Swing Line Lender, to theaddress, facsimile number, electronic mail address or telephone number specified for such Personon Schedule 10.02(a) or to such other address, facsimile number, electronic mail address ortelephone number as shall be designated by such party in a notice to the other parties; and(ii) if to any other Lender, to the address, facsimile number, electronic mail addressor telephone number specified in its Administrative Questionnaire or to such other address,facsimile number, electronic mail address or telephone number as shall be designated by suchparty in a notice to the Borrower, the Administrative Agent, the Collateral Agent, each L/C Issuerand the Swing Line Lender.All such notices and other communications shall be deemed to be given or made upon the earlierto occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier,when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) BusinessDays after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt hasbeen confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject tothe provisions of Section 10.02(c)), when delivered; provided that notices and other communications tothe Administrative Agent, the Collateral Agent, an L/C Issuer and the Swing Line Lender pursuant toArticle 2 shall not be effective until actually received by such Person. In no event shall a voice mailmessage be effective as a notice, communication or confirmation hereunder. Any notice not given duringnormal business hours for the recipient shall be deemed to have been given at the opening of business onthe next Business Day for the recipient.(b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may betransmitted and/or signed by facsimile or other electronic communication. The effectiveness of any suchdocuments and signatures shall, subject to applicable Law, have the same force and effect as manuallysigned originals and shall be binding on all Loan Parties, the Agents and the Lenders.(c) Reliance by Agents and ▇▇▇▇▇▇▇. The Administrative Agent, the Collateral Agent andthe Lenders shall be entitled to rely and act upon any notices (including telephonic Committed LoanNotices and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) suchnotices were not made in a manner specified herein, were incomplete or were not preceded or followed byany other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, variedfrom any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and eachLender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on eachnotice purportedly given by or on behalf of the Borrower in the absence of gross negligence or willfulmisconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction.All telephonic notices to the Administrative Agent or Collateral Agent may be recorded by theAdministrative Agent or the Collateral Agent, and each of the parties hereto hereby consents to suchrecording.(d) Electronic Communications. Notices and other communications to the Lenders and theL/C Issuers hereunder may be delivered or furnished by FpML messaging and Internet or intranet213

websites pursuant to procedures approved by the Administrative Agent acting reasonably, provided thatthe foregoing shall not apply to notices to any Lender or L/C Issuer pursuant to Article 2 if such Lenderor L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving noticesunder such Article by such communication. The Administrative Agent, the Swing Line Lender, the L/CIssuers or the Borrower may each, in its discretion, agree to accept notices and other communications to ithereunder by FpML messaging and Internet or intranet websites pursuant to procedures approved by it,provided that approval of such procedures may be limited to particular notices or communications.Unless the Administrative Agent otherwise prescribes, notices or communications posted to an Internet orintranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mailaddress of notification that such notice or communication is available and identifying the website addresstherefor.Section 10.03. No Waiver; Cumulative Remedies. No failure by any Lender or theAdministrative Agent or the Collateral Agent to exercise, and no delay by any such Person in exercising,any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as awaiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunderpreclude any other or further exercise thereof or the exercise of any other right, remedy, power orprivilege. The rights, remedies, powers and privileges herein provided, and provided under each otherLoan Document, are cumulative and not exclusive of any rights, remedies, powers and privilegesprovided by Law.Section 10.04. Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Dateoccurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers for allreasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation,negotiation, syndication and execution of this Agreement and the other Loan Documents, and anyamendment, waiver, consent or other modification of the provisions hereof and thereof (whether or notthe transactions contemplated thereby are consummated), and the consummation and administration of thetransactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to oneprimary counsel (which shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP for any and all of the foregoing inconnection with the Transactions and other matters, including primary syndication, to occur on or prior toor otherwise in connection with the Closing Date) and one local counsel as reasonably necessary in eachrelevant jurisdiction material to the interests of the Lenders taken as a whole) and (b) from and after theClosing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers andeach Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connectionwith the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights orremedies under this Agreement or the other Loan Documents (including all such costs and expensesincurred during any legal proceeding, including any proceeding under any Debtor Relief Law, andincluding all respective Attorney Costs which shall be limited to Attorney Costs of one counsel to theAdministrative Agent and the Lead Arrangers (and one local counsel as reasonably necessary in eachrelevant jurisdiction material to the interests of the Lenders taken as a whole)). The foregoing costs andexpenses shall include all reasonable search, filing, recording and title insurance charges and fees relatedthereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. Theagreements in this Section 10.04 shall survive the termination of the Aggregate Commitments andrepayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within thirty(30) days of receipt by the Borrower of an invoice relating thereto setting forth such expenses inreasonable detail including, if requested by the Borrower and to the extent reasonably available, backupdocumentation supporting such reimbursement request; provided that with respect to the Closing Date, allamounts due under this Section 10.04 shall be paid on the Closing Date solely to the extent invoiced tothe Borrower within three Business Days of the Closing Date. If any Loan Party fails to pay when due214

any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amountmay be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes thatrepresent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits,costs, expenses and disbursements arising from any non-Tax claims.Section 10.05. Indemnification by the Borrower. The Borrower shall indemnify and holdharmless each Agent-Related Person, each Lead Arranger, each Lender, each L/C Issuer and theirrespective Affiliates, and their respective officers, directors, employees, partners, agents, advisors andother representatives of each of the foregoing (collectively the “Indemnitees”) from and against any andall liabilities (including Environmental Liabilities), obligations, losses, damages, penalties, claims,demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs butlimited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees,disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonablynecessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that ismaterial to the interests of the Lenders, and solely in the case of a conflict of interest, one additionalcounsel in each relevant jurisdiction that is material to each group of similarly situated affectedIndemnitees) of any kind or nature whatsoever which may at any time be imposed on, incurred by orasserted against any such Indemnitee in any way arising out of or in connection with (a) the execution,delivery, enforcement, performance or administration of any Loan Document or any other agreement,letter or instrument delivered in connection with the transactions contemplated thereby or theconsummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit orthe use or proposed use of the proceeds therefrom including any refusal by an L/C Issuer to honor ademand for payment under a Letter of Credit if the documents presented in connection with such demanddo not strictly comply with the terms of such Letter of Credit or (c) any actual or prospective claim,litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort orany other theory (including any investigation of, preparation for, or defense of any pending or threatenedclaim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto(all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by orarising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding theforegoing, such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities,obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses ordisbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemniteeor of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors orother representatives, as determined by a final non-appealable judgment of a court of competentjurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or ofany of its Affiliates or their respective directors, officers, employees, partners, advisors or otherrepresentatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or(z) any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity ▇▇▇▇ fulfilling its role as an Agent or as a Lead Arranger under any Facility and other than any claimsarising out of any act or omission of Holdings, the Borrower, the Investors or any of its Affiliates). NoIndemnitee shall be liable for any damages arising from the use by others of any information or othermaterials obtained through Debtdomain, Roadshow Access (if applicable) or other similar informationtransmission systems in connection with this Agreement, nor, to the extent permissible under applicableLaw, shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive,indirect or consequential damages relating to this Agreement or any other Loan Document or arising outof its activities in connection herewith or therewith (whether before or after the Closing Date) (other than,in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a thirdparty and for any out-of-pocket expenses in each case subject to the indemnification provisions of thisSection 10.05); it being agreed that this sentence shall not limit the indemnification obligations of215

Holdings, the Borrower or any Subsidiary. In the case of an investigation, litigation or other proceedingto which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or notsuch investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any LoanParty, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not anyIndemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunderor under any of the other Loan Documents are consummated. All amounts due under this Section 10.05shall be paid within thirty (30) days after written demand therefor (together with backup documentationsupporting such reimbursement request); provided, however, that such Indemnitee shall promptly refundthe amount of any payment to the extent that there is a final judicial or arbitral determination that suchIndemnitee was not entitled to indemnification rights with respect to such payment pursuant to theexpress terms of this Section 10.05.The agreements in this Section 10.05 shall survive the resignation or removal of theAdministrative Agent or Collateral Agent, the replacement of any Lender, the termination of theAggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. Forthe avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes that representliabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs,expenses and disbursements arising from any non-Tax claims.Section 10.06. Payments Set Aside. To the extent that any payment by or on behalf of theBorrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff,and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declaredto be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into bysuch Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, inconnection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of suchrecovery, the obligation or part thereof originally intended to be satisfied shall, to the fullest extentpossible under provisions of applicable Law, be revived and continued in full force and effect as if suchpayment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to payto the Administrative Agent upon demand its applicable share of any amount so recovered from or repaidby any Agent, plus interest thereon from the date of such demand to the date such payment is made at arate per annum equal to the Overnight Bank Funding Rate from time to time in effect, in the applicablecurrency of such recovery or payment.Section 10.07. Successors and Assigns. (a) The provisions of this Agreement shall be bindingupon and inure to the benefit of the parties hereto and their respective successors and assigns permittedhereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligationshereunder without the prior written consent of each Lender (except as permitted by Section 7.04) and noLender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to anAssignee pursuant to an assignment made in accordance with the provisions of Section 10.07(b) (such anassignee, an “Eligible Assignee”) and (A) in the case of any Assignee that, immediately prior to or upongiving effect to such assignment, is an Affiliated Lender, Section 10.07(l), (B) in the case of any Assigneethat is Holdings, the Borrower or any of its Subsidiaries, Section 2.05(a)(v) or Section 10.07(m), or (C) inthe case of any Assignee that, immediately prior to or upon giving effect to such assignment, is a DebtFund Affiliate, Section 10.07(p), (ii) by way of participation in accordance with the provisions of Section10.07(f), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section10.07(j) or (iv) to an SPC in accordance with the provisions of Section 10.07(i) (and any other attemptedassignment or transfer by any party hereto shall be null and void); provided, however, thatnotwithstanding anything to the contrary, (x) no Lender may assign or transfer by participation any of itsrights or obligations hereunder to (i) any Person that is a Defaulting Lender or a Disqualified Lender (andany failure of the Borrower to respond to any request for consent of assignment shall not cause suchPerson to cease to constitute a Disqualified Lender), (ii) a natural Person or a holding company,216

investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person or (iii)to Holdings, the Borrower or any of their respective Subsidiaries (except pursuant to Section 2.05(a)(v) or Section 10.07(m)), (y) no Lender may assign or transfer by participation any of its rights or obligationsunder the Revolving Credit Facility or Revolving Credit Exposure hereunder without the consent of theBorrower (not to be unreasonably withheld, delayed or conditioned) unless (i) such assignment or transferis by a Revolving Credit Lender to another Revolving Credit Lender or an Affiliate of such assigningRevolving Credit Lender of similar creditworthiness to such assigning Revolving Credit Lender or (ii) anEvent of Default under Section 8.01(a) or, solely with respect to the Borrower, Section 8.01(f) hasoccurred and is continuing; provided that the Borrower shall be deemed to have consented to anyassignment of Term Loans unless the Borrower shall have objected thereto within fifteen (15) BusinessDays after the Persons identified in Section 10.07(q)(i) have received the written request therefor and (z)no Revolving Credit Lender may assign or transfer by participation any of its rights or obligations underthe Revolving Credit Facility or Revolving Credit Exposure hereunder to any Lender that has previouslyacquired, via assignment or participation, any rights or obligations under the Revolving Credit Facility orRevolving Credit Exposure in an assignment or participation that did not comply with the noticerequirement under Section 10.07(q) (it being understood that the execution of acknowledgments of noticeunder Section 10.07(q) as required in the Assignment and Assumption shall be conclusive evidence ofcompliance with such requirements). Nothing in this Agreement, expressed or implied, shall be construedto confer upon any Person (other than the parties hereto, their respective successors and assigns permittedhereby, Participants to the extent provided in Section 10.07(f) and, to the extent expressly contemplatedhereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of thisAgreement.If any Loans or Commitments are assigned or participated (x) to a Disqualified Lender or (y)without complying with the notice requirement under Section 10.07(q), then: (a) the Borrower may (i)terminate any Commitment of such person and prepay any applicable outstanding Loans at a price equalto the lesser of par and the amount such person paid to acquire such Loans, without premium, penalty,prepayment fee or breakage, and/or (ii) require such person to assign its rights and obligations to one ormore Eligible Assignees at the price indicated above (which assignment shall not be subject to anyprocessing and recordation fee) and if such person does not execute and deliver to the AdministrativeAgent a duly executed Assignment and Assumption reflecting such assignment within five (5) BusinessDays of the date on which the assignee Lender executes and delivers such Assignment and Assumption tosuch person, then such person shall be deemed to have executed and delivered such Assignment andAssumption without any action on its part, (b) no such person shall receive any information or reportingprovided by the Borrower, the Administrative Agent or any Lender, (c) for purposes of voting, any Loansor Commitments held by such person shall be deemed not to be outstanding, and such person shall haveno voting or consent rights with respect to “Required Lender” or class votes or consents, (d) for purposesof any matter requiring the vote or consent of each Lender affected by any amendment or waiver, suchperson shall be deemed to have voted or consented to approve such amendment or waiver if a majority ofthe affected class (giving effect to clause (c) above) so approves, and (e) such person shall not be entitledto any expense reimbursement or indemnification rights under any Loan Documents (including Sections10.04 and 10.05) and the Borrower expressly reserves all rights against such person under contract, tort orany other theory and shall be treated in all other respects as a Defaulting Lender; it being understood andagreed that the foregoing provisions shall only apply to a Disqualified Lender and not to any assignee ofsuch Disqualified Lender that becomes a Lender so long as such assignee is not a Disqualified Lender oran affiliate thereof.The Administrative Agent shall not be responsible or have any liability for, or have any duty toascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to DisqualifiedLenders. Without limiting the generality of the foregoing, the Administrative Agent shall not (a) be217

obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender orparticipant is a Disqualified Lender or (b) have any liability with respect to or arising out of anyassignment or participation of Loans, or disclosure of confidential information, to any DisqualifiedLender. (b) (i) Subject to Section 10.07(a) and the conditions set forth in paragraph (b) (ii) below, anyLender may assign to one or more assignees (“Assignees”) all or a portion of its rights and obligationsunder this Agreement (including all or a portion of its Commitment and the Loans (including for purposesof this Section 10.07(b), participations in L/C Obligations and in Swing Line Loans) at the time owing toit) with the prior written consent (such consent not to be unreasonably withheld, delayed or conditioned)of: (A) the Borrower; provided that no consent of the Borrower shall be requiredfor (i) an assignment of all or any portion of the Term Loans to a Lender, an Affiliate of aLender or an Approved Fund, (ii) subject to clause (z) of the first proviso to Section10.07(a), an assignment related to Revolving Credit Commitments or Revolving CreditExposure by a Revolving Credit Lender to another Revolving Credit Lender or anAffiliate of such Revolving Credit Lender of similar creditworthiness to such assigningLender, (iii) if an Event of Default under Section 8.01(a) or, solely with respect to theBorrower, Section 8.01(f) has occurred and is continuing, (iv) an assignment of all or aportion of the Commitments or Loans pursuant to Section 10.07(l), Section 10.07(m) or Section 10.07(p) or (v) any assignment made in connection with the primary syndicationof the Facilities to Eligible Assignees approved by the Borrower on or prior to theClosing Date;(B) the Administrative Agent; provided that no consent of the AdministrativeAgent shall be required for an assignment (i) of all or any portion of a Term Loan to aLender, an Affiliate of a Lender or an Approved Fund or (ii) all or any portion of theLoans pursuant to Section 10.07(l) or Section 10.07(m);(C) each L/C Issuer at the time of such assignment; provided that no consentof the L/C Issuers shall be required for any assignment not related to Revolving CreditCommitments or Revolving Credit Exposure; and(D) the Swing Line Lender; provided that no consent of the Swing LineLender shall be required for any assignment not related to Revolving CreditCommitments or Revolving Credit Exposure.(ii) Assignments shall be subject to the following additional conditions:(A) except in the case of an assignment to a Lender, an Affiliate of a Lenderor an Approved Fund or an assignment of the entire remaining amount of the assigningLender’s Commitment or Loans of any Class, the amount of the Commitment or Loans ofthe assigning Lender subject to each such assignment (determined as of the date theAssignment and Assumption with respect to such assignment is delivered to theAdministrative Agent) shall not be less than an amount of $5,000,000 (in the case of eachRevolving Credit Loan or Revolving Credit Commitment), $1,000,000 (in the case of aTerm Loan), and shall be in increments of an amount of $500,000 (in the case of eachRevolving Credit Loan or Revolving Credit Commitment) or $250,000 (in the case ofTerm Loans) in excess thereof (provided that simultaneous assignments to or from two ormore Approved Funds shall be aggregated for purposes of determining compliance with218

this Section 10.07(b)(ii)(A)), unless each of the Borrower and the Administrative Agentotherwise consents; provided that such amounts shall be aggregated in respect of eachLender and its Affiliates or Approved Funds, if any;(B) the parties to each assignment shall execute and deliver to theAdministrative Agent an Assignment and Assumption via an electronic settlement systemacceptable to the Administrative Agent (or if previously agreed with the AdministrativeAgent, manually), together with a processing and recordation fee of $3,500 (which feemay be waived or reduced in the sole discretion of the Administrative Agent); providedthat only one such fee shall be payable in the event of simultaneous assignments to orfrom two or more Approved Funds;(C) other than in the case of assignments pursuant to Section 10.07(m), theAssignee, if it shall not be a Lender, shall deliver to the Administrative Agent anAdministrative Questionnaire (in which the Assignee shall designate one or more creditcontacts to whom all syndicate-level information (which may contain material non-publicinformation about the Loan Parties and their Affiliates or their respective securities) willbe made available and who may receive such information in accordance with theAssignee’s compliance procedures and applicable laws, including federal and statesecurities laws) and all applicable tax forms required pursuant to Section 3.01(d); and(D) in the case of any assignment or transfer of rights or obligations underthe Revolving Credit Facility or Revolving Credit Exposure hereunder, compliance withthe notice requirement under Section 10.07(q) (it being understood that the execution ofacknowledgments of notice under Section 10.07(q) as required in the Assignment andAssumption shall be conclusive evidence of compliance with such requirements).Each partial assignment shall be made as an assignment of a proportionate part of all theassigning Lender’s rights and obligations under this Agreement with respect to the Commitment or Loansassigned, except this paragraph (b) shall not prohibit any Lender from assigning all or a portion of itsrights and obligations among separate Facilities on a non-pro rata basis among such ▇▇▇▇▇▇▇▇▇▇.▇▇ connection with any assignment of rights and obligations of any Defaulting Lender hereunder,no such assignment shall be effective unless and until, in addition to the other conditions thereto set forthherein, the parties to the assignment shall make such additional payments to the Administrative Agent inan aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment,purchases by the assignee of participations or subparticipations, or other compensating actions, includingfunding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share ofLoans previously requested but not funded by the Defaulting Lender, to each of which the applicableassignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilitiesthen owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interestaccrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans andparticipations in Letters of Credit and Swing Line Loans in accordance with its Pro Rata Share.Notwithstanding the foregoing, in the event that any assignment of rights and obligations of anyDefaulting Lender hereunder shall become effective under applicable Law without compliance with theprovisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lenderfor all purposes of this Agreement until such compliance occurs.(c) Subject to acceptance and recording thereof by the Administrative Agent pursuant toSections 10.07(d) and (e), from and after the effective date specified in each Assignment and Assumption,(1) other than in connection with an assignment pursuant to Section 10.07(m), the Eligible Assignee219

thereunder shall be a party to this Agreement and, to the extent of the interest assigned by suchAssignment and Assumption, have the rights and obligations of a Lender under this Agreement, and (2)the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment andAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment andAssumption covering all of the assigning Lender’s rights and obligations under this Agreement, suchLender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date ofsuch assignment). Upon request, and the surrender by the assigning Lender of its Note(s), the Borrower(at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by aLender of rights or obligations under this Agreement that does not comply with this clause (c) shall betreated for purposes of this Agreement as a sale by such Lender of a participation in such rights andobligations in accordance with Section 10.07(f).(d) The Administrative Agent, acting solely for this purpose as an agent of the Borrower,shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption, eachAffiliated Lender Assignment and Assumption delivered to it, and each notice of cancellation of anyLoans delivered by the Borrower to the Administrative Agent pursuant to Section 10.07(m) and a registerfor the recordation of the names and addresses of the Lenders, and the Commitments of, and principalamounts (and related interest amounts) of the Loans, L/C Obligations (specifying the UnreimbursedAmounts), L/C Borrowings and the amounts due under Section 2.03, owing to, each Lender pursuant tothe terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive,absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Personwhose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for allpurposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available forinspection by the Borrower, any Agent and, with respect to such ▇▇▇▇▇▇’s own interest only, any Lender,at any reasonable time and from time to time upon reasonable prior notice. This Section 10.07(d) and Section 2.11 shall be construed so that all Loans are at all times maintained in “registered form” withinthe meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury regulations(or any other relevant or successor provisions of the Code or of such Treasury regulations).Notwithstanding the foregoing, in no event shall the Administrative Agent be obligated to ascertain,monitor or inquire as to whether any Lender is an Affiliated Lender nor shall the Administrative Agent beobligated to monitor the aggregate amount of Term Loans held by Affiliated Lenders. Upon request bythe Administrative Agent, the Borrower shall (i) promptly (and in any case, not less than five (5) BusinessDays (or shorter period as agreed to by the Administrative Agent) prior to the proposed effective date ofany amendment, consent or waiver pursuant to Section 10.01) provide to the Administrative Agent, acomplete list of all Affiliated Lenders holding Loans and/or Commitments at such time and (ii) not lessthan five (5) Business Days (or shorter period as agreed to by the Administrative Agent) prior to theproposed effective date of any amendment, consent or waiver pursuant to Section 10.01, provide to theAdministrative Agent, a complete list of all Debt Fund Affiliates holding Loans and/or Commitments atsuch time.(e) Upon its receipt of, and consent to, a duly completed Assignment and Assumptionexecuted by an assigning Lender and an Assignee, an Administrative Questionnaire completed in respectof the assignee (unless the Assignee shall already be a Lender hereunder), the processing and recordationfee referred to in paragraph (b) above, if applicable, and the written consent of the Administrative Agent,if required, and, if required, the Borrower, the Swing Line Lender and each L/C Issuer to such assignmentand any applicable tax forms required pursuant to Section 3.01(d), the Administrative Agent shallpromptly (i) accept such Assignment and Assumption and (ii) record the information contained therein inthe Register. No assignment shall be effective unless it has been recorded in the Register as provided inthis paragraph (e). 220

(f) Any Lender may at any time sell participations to any Person, subject to clause (x) of thefirst proviso of Section 10.07(a) and, in the case of any participation with respect to the Revolving CreditFacility or Revolving Credit Exposure, clause (y) of the first proviso of Section 10.07(a) (each, a“Participant”), in all or a portion of such Lender’s rights and/or obligations under this Agreement(including all or a portion of its Commitment and/or the Loans (including such Lender’s participations inL/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations underthis Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the otherparties hereto for the performance of such obligations and (iii) the Borrower, the Agents and the otherLenders shall continue to deal solely and directly with such Lender in connection with such Lender’srights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lendersells such a participation shall provide that such Lender shall retain the sole right to enforce thisAgreement and the other Loan Documents and to approve any amendment, modification or waiver of anyprovision of this Agreement or the other Loan Documents; provided that such agreement or instrumentmay provide that such Lender will not, without the consent of the Participant, agree to any amendment,waiver or other modification described in the second proviso to Section 10.01 that requires the affirmativevote of such Lender, in each case to the extent the Participant is directly and adversely affected thereby.Subject to Section 10.07(g), the Borrower agrees that each Participant shall be entitled to the benefits ofSections 3.01, 3.04 and 3.05 (subject to the requirements and limitations of such Sections) to the sameextent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(c). Tothe extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section10.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 asthough it were a Lender. Each Participant and each SPC will provide any applicable tax forms requiredpursuant to Section 3.01(d) solely to the participating Lender or Granting Lender. Each Lender that sellsa participation or grants a Loan to an SPC shall, acting solely for this purpose as a non-fiduciary agent ofthe Borrower, maintain a register on which it enters the name and address of each Participant and theprincipal amounts (and related interest amounts) of each Participant’s and each SPC’s interest in theLoans or other obligations under this Agreement (the “Participant Register”); provided that no Lendershall have any obligation to disclose all or any portion of the Participant Register to any Person (includingthe identity of any Participant or any information relating to a Participant’s interest in any Commitments,Loans or Letters of Credit or its other obligations under any Loan Document) except to the extent that (w)such disclosure is necessary in connection with an audit or other proceeding to establish that suchCommitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) ofthe United States Treasury Regulations, (x) upon request of the Borrower, to confirm no Participant orSPC of Term Loans is a Disqualified Lender, a natural Person or a holding company, investment vehicleor trust for, or owned and operated for the primary benefit of a natural Person or (y) in connection withthe request for consent for participation in respect of any Revolving Credit Facility or Revolving CreditExposure. The entries in the Participant Register shall be conclusive and such Lender shall treat eachperson whose name is recorded in the Participant Register as the owner of such participation for allpurposes of this Agreement notwithstanding any notice to the contrary.(g) A Participant shall not be entitled to receive any greater payment under Sections 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to theparticipation sold to such Participant, unless the sale of the participation to such Participant is made withthe ▇▇▇▇▇▇▇▇’s prior written consent, not to be unreasonably withheld or delayed (for the avoidance ofdoubt, the Borrower shall have reasonable basis for withholding consent if any participation would resultin increased indemnification obligations to the Borrower at such time).(h) [Reserved].(i) Notwithstanding anything to the contrary contained herein, any Lender (a “GrantingLender”) may grant to a special purpose funding vehicle identified as such in writing from time to time221

by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provideall or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant tothis Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund anyLoan, (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of suchLoan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof and (iii)such SPC and the applicable Loan or any applicable part thereof, shall be appropriately reflected in theParticipant Register. Each party hereto hereby agrees that (i) an SPC shall be entitled to the benefit ofSections 3.01, 3.04 and 3.05 (subject to the requirements and the limitations of such Section), but neitherthe grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses orotherwise increase or change the obligations of the Borrower under this Agreement except in the case ofSections 3.01 or 3.04, to the extent that the grant to the SPC was made with the prior written consent ofthe Borrower (not to be unreasonably withheld or delayed; for the avoidance of doubt, the Borrower shallhave reasonable basis for withholding consent if an exercise by SPC immediately after the grant wouldresult in materially increased indemnification obligations to the Borrower at such time), (ii) no SPC shallbe liable for any indemnity or similar payment obligation under this Agreement for which a Lender wouldbe liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment,waiver or other modification of any provision of any Loan Document, remain the lender of recordhereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the GrantingLender to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstandinganything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent ofthe Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign ▇▇▇▇▇ any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii)disclose on a confidential basis any non-public information relating to its funding of Loans to any RatingAgency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidityenhancement to such SPC.(j) Notwithstanding anything to the contrary contained herein, without the consent of theBorrower or the Administrative Agent, any Lender may in accordance with applicable Law create asecurity interest in all or any portion of the Loans owing to it and the Note, if any, held by it (and in thecase of any Fund, such security interest may be created in favor of the trustee for holders of obligationsowed or securities issued, by such Fund as security for such obligations or securities), including anypledge or assignment to secure obligations to a Federal Reserve Bank or any central bank havingjurisdiction over such Lender; provided that unless and until such pledgee actually becomes a Lender incompliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledgingLender from any of its obligations under the Loan Documents and (ii) such pledgee shall not be entitledto exercise any of the rights of a Lender under the Loan Documents even though such pledgee may haveacquired ownership rights with respect to the pledged interest through foreclosure or otherwise.(k) Notwithstanding anything to the contrary contained herein, any L/C Issuer or Swing LineLender may, upon thirty (30) days’ notice to the Borrower and the Lenders, resign as an L/C Issuer orSwing Line Lender, respectively; provided that on or prior to the expiration of such 30-day period withrespect to such resignation, the relevant L/C Issuer or Swing Line Lender shall have identified a successorL/C Issuer or Swing Line Lender reasonably acceptable to the Borrower willing to accept its appointmentas successor L/C Issuer or Swing Line Lender, as applicable, unless, at the option of the Borrower, theBorrower shall have appointed one or more L/C Issuers or Swing Line Lenders from among the Lenderswilling to accept such appointment as a successor L/C Issuer or Swing Line Lender hereunder; providedthat no failure by the Borrower to appoint any such successor shall affect the resignation of the relevantL/C Issuer or the Swing Line Lender, as the case may be, except as expressly provided above. If an L/▇▇▇▇▇▇▇ resigns as an L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunderwith respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuerand all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate222

Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If the SwingLine ▇▇▇▇▇▇ resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender providedfor hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date ofsuch resignation, including the right to require the Lenders to make Base Rate Loans, Eurocurrency RateLoans, Term SOFR Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).(l) (1) Any Lender may, at any time, assign all or a portion of its rights and obligations withrespect to Term Loans under this Agreement to a Person who is or will become, after such assignment, anAffiliated Lender through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro ratabasis in accordance with analogous procedures of the type described in Section 2.05(a)(v) or (y) open-market purchases on a pro rata or non-pro rata basis and (2) any Affiliated Lender may, at any time,purchase all or a portion of the rights and obligations of a Defaulting Lender, in each case subject to thefollowing limitations:(i) the assigning Lender and the Affiliated Lender purchasing such Lender’s Loansand/or Commitments shall execute and deliver to the Administrative Agent an assignmentagreement substantially in the form of Exhibit L-1 hereto (an “Affiliated Lender Assignmentand Assumption”);(ii) Affiliated Lenders will not receive information provided solely to Lenders by theAdministrative Agent or any Lender and will not be permitted to attend or participate inconference calls or meetings attended solely by the Lenders and the Administrative Agent, otherthan the right to receive notices of prepayments and other administrative notices in respect of itsLoans or Commitments required to be delivered to Lenders pursuant to Article 2;(iii) the aggregate principal amount of Term Loans held at any one time by AffiliatedLenders shall not exceed 25% of the principal amount of all Term Loans at such time outstanding(measured at the time of purchase) (such percentage, the “Affiliated Lender Cap”); providedthat to the extent any assignment to an Affiliated Lender would result in the aggregate principalamount of all Term Loans held by Affiliated Lenders exceeding the Affiliated Lender Cap, theassignment of such excess amount will be void ab initio;(iv) with respect to Section 10.07(l)(2), any non-Defaulting Lender of the same Classwilling to repurchase any Loans/Commitments of the Defaulting Lenders from the AffiliatedLenders shall have the right to make such repurchase at par plus accrued and unpaid interest or ata lower price agreed to by such Defaulting Lender on a pro rata basis based on their share of theapplicable Facility; and(v) as a condition to each assignment pursuant to this clause (l), the AdministrativeAgent shall have been provided an Affiliated Lender Notice to this Agreement in connection witheach assignment to an Affiliated Lender or a Person that upon effectiveness of such assignmentwould constitute an Affiliated Lender pursuant to which such Affiliated Lender shall waive anyright to bring any action in connection with such Loans and/or Commitments against theAdministrative Agent, in its capacity as such.Each Affiliated ▇▇▇▇▇▇ agrees to notify the Administrative Agent promptly (and in any eventwithin ten (10) Business Days) if it acquires any Person who is also a Lender, and each Lender agrees tonotify the Administrative Agent promptly (and in any event within ten (10) Business Days) if it becomes223

an Affiliated Lender. Such notice shall contain the type of information required and be delivered to thesame addressee as set forth in Exhibit L-2.(m) Any Lender may, so long as no Default has occurred and is continuing and, only to theextent purchased at a discount, no proceeds of Revolving Credit Loans are applied to fund theconsideration for any such assignment, at any time, assign all or a portion of its rights and obligationswith respect to Term Loans under this Agreement to Holdings, the Borrower or any of its Subsidiariesthrough (x) “Dutch Auctions” open to all Lenders on a pro rata basis in accordance with procedures of thetype described in Section 2.05(a)(v) or (y) notwithstanding Sections 2.12 and 2.13 or any other provisionin this Agreement, open-market purchase on a pro rata or non-pro rata basis; provided that in connectionwith assignments pursuant to clauses (x) and (y) above:(i) if Holdings or any Subsidiary of the Borrower is the assignee, upon suchassignment, transfer or contribution, Holdings or such Subsidiary shall automatically be deemedto have contributed the principal amount of such Term Loans, plus all accrued and unpaid interestthereon, to the Borrower; or(ii) if the assignee is the Borrower (including through contribution or transfers setforth in clause (i) above), (A) the principal amount of such Term Loans, along with all accruedand unpaid interest thereon, so contributed, assigned or transferred to the Borrower shall bedeemed automatically cancelled and extinguished on the date of such contribution, assignment ortransfer, (B) the aggregate outstanding principal amount of Term Loans of the remaining Lendersshall reflect such cancellation and extinguishing of the Term Loans then held by the Borrowerand (C) the Borrower shall promptly provide notice to the Administrative Agent of suchcontribution, assignment or transfer of such Term Loans, and the Administrative Agent, uponreceipt of such notice, shall reflect the cancellation of the applicable Term Loans in the Register.(n) Notwithstanding anything in Section 10.01 or the definition of “Required Lenders,”“Required Class Lenders,” or “Required Facility Lenders” to the contrary, for purposes ofdetermining whether the Required Lenders, the Required Class Lenders or the Required Facility Lendershave (i) consented (or not consented) to any amendment, modification, waiver, consent or other actionwith respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom,unless the action in question affects any Affiliated Lender in a disproportionately adverse manner than itseffect on the other Lenders, or subject to Section 10.07(o), any plan of reorganization pursuant to the U.S.Bankruptcy Code, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed orrequired the Administrative Agent or any Lender to undertake any action (or refrain from taking anyaction) with respect to or under any Loan Document, no Affiliated Lender shall have any right to consent(or not consent), otherwise act or direct or require the Administrative Agent or any Lender to take (orrefrain from taking) any such action and:(A) all Commitments or Loans held by any Affiliated Lenders shall bedeemed to be not outstanding for all purposes of calculating whether the RequiredLenders, the Required Class Lenders or the Required Facility Lenders have taken anyactions; and(B) all Commitments or Loans held by Affiliated Lenders shall be deemed tobe not outstanding for all purposes of calculating whether all Lenders have taken anyaction unless the action in question affects such Affiliated Lender in a disproportionatelyadverse manner than its effect on other Lenders.224

(o) Notwithstanding anything in this Agreement or the other Loan Documents to thecontrary, each Affiliated Lender hereby agrees that and each Affiliated Lender Assignment andAssumption shall provide a confirmation that, if a proceeding under any Debtor Relief Law shall becommenced by or against the Borrower or any other Loan Party at a time when such Lender is anAffiliated Lender, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agentto vote on behalf of such Affiliated Lender with respect to the Loans held by such Affiliated Lender inany manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs suchAffiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Loans heldby it as the Administrative Agent directs; provided that such Affiliated Lender shall be entitled to vote inaccordance with its sole discretion (and not in accordance with the direction of the Administrative Agent)in connection with any plan of reorganization to the extent any such plan of reorganization proposes totreat any Obligations held by such Affiliated Lender in a disproportionately adverse manner to suchAffiliated Lender than the proposed treatment of similar Obligations held by Lenders that are notAffiliated Lenders.(p) Notwithstanding anything in Section 10.01 or the definition of “Required Lenders” tothe contrary, for purposes of determining whether the Required Lenders have (i) consented (or notconsented) to any amendment, modification, waiver, consent or other action with respect to any of theterms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on anymatter related to any Loan Document or (iii) directed or required the Administrative Agent or any Lenderto undertake any action (or refrain from taking any action) with respect to or under any Loan Document,all Term Loans, Revolving Credit Commitments and Revolving Credit Loans held by Debt FundAffiliates may not account for more than 49.9% (pro rata among such Debt Fund Affiliates) of the TermLoans, Revolving Credit Commitments and Revolving Credit Loans of consenting Lenders included indetermining whether the Required Lenders have consented to any action pursuant to Section 10.01.(q) Any request for consent of the Borrower pursuant to Section 10.07(b)(i)(A) or Section10.07(f) (with respect to any participation with respect to the Revolving Credit Facility) and relatedcommunications shall be delivered by the Administrative Agent simultaneously to the following Persons:(i) with respect to any request for consent in respect of any assignment of TermLoans or any assignment or participation relating to Revolving Credit Commitments orRevolving Credit Exposure, to (A) any recipient that is an employee of Holdings or the Borrower,as designated in writing to the Administrative Agent by the Borrower from time to time (if any)and (B) the chief financial officer of Holdings or the Borrower or any other Responsible Officerdesignated by the Borrower in writing to the Administrative Agent from time to time; and(ii) in addition to the Persons set forth in clause (i) above and prior to the occurrenceof a Change of Control, with respect to any request for consent in respect of any assignment orparticipation related to Revolving Credit Commitments or Revolving Credit Exposure, to anemployee of the Sponsor designated in writing to the Administrative Agent by the Sponsor fromtime to time.Section 10.08. Confidentiality. Each of the Agents, the Lead Arrangers and the Lenders agreesto maintain the confidentiality of the Information and not to disclose such information, except thatInformation may be disclosed (a) to its Affiliates and its Affiliates’ managers, administrators, directors,officers, employees, trustees, partners, investors, investment advisors and agents, including accountants,legal counsel and other advisors (it being understood that the Persons to whom such disclosure is madewill be informed of the confidential nature of such Information and instructed to keep such Informationconfidential); (b) to the extent requested by any Governmental Authority or self-regulatory authorityhaving or asserting jurisdiction over such Person (including any Governmental Authority or examiner225

(including the National Association of Insurance Commissioners or any other similar organization)regulating any Lender or its Affiliates); provided that the Administrative Agent, such Lead Arranger orsuch Lender, as applicable, agrees that it will notify the Borrower as soon as practicable in the event ofany such disclosure by such Person (other than at the request of a regulatory authority or examiner) unlesssuch notification is prohibited by law, rule or regulation; (c) to the CUSIP Service Bureau or any similaragency in connection with the issuance and monitoring of CUSIP numbers with respect to the Facilities ormarket data collectors, similar services providers to the lending industry and service providers to theAdministrative Agent in connection with the administration and management of this Agreement and theLoan Documents; (d) to the extent required by applicable Laws or regulations or by any subpoena orsimilar legal process; provided that the Administrative Agent or such Lender, as applicable, agrees that itwill notify the Borrower as soon as practicable in the event of any such disclosure by such Person (otherthan at the request of a regulatory authority or examiner) unless such notification is prohibited by law,rule or regulation; (e) to any other party to this Agreement or to the Sponsor; (f) subject to an agreementcontaining provisions at least as restrictive as those set forth in this Section 10.08 (or as may otherwise bereasonably acceptable to the Borrower), to any pledgee referred to in Section 10.07(j), counterparty to aSwap Contract, Eligible Assignee of or Participant in, or any prospective Eligible Assignee of orParticipant in any of its rights or obligations under this Agreement (provided that the disclosure of anysuch Information to any Lenders or Eligible Assignees or Participants shall be made subject to theacknowledgement and acceptance by such Lender, Eligible Assignee or Participant that such Informationis being disseminated on a confidential basis (on substantially the terms set forth in this Section 10.08 oras otherwise reasonably acceptable to the Borrower, including, without limitation, as agreed in anyBorrower Materials) in accordance with the standard processes of the Administrative Agent or customarymarket standards for dissemination of such type of Information); (g) with the written consent of theBorrower; (h) to the extent such Information becomes publicly available other than as a result of a breachof this Section 10.08 or becomes available to the Administrative Agent, the Lead Arrangers, any Lender,the L/C Issuer or any of their respective Affiliates on a non-confidential basis from a source other than aLoan Party or any Investor or their respective Affiliates (so long as such source is not known to theAdministrative Agent, the Lead Arrangers, such Lender, such L/C Issuer or any of their respectiveAffiliates to be bound by confidentiality obligations to any Loan Party); (i) [Reserved]; (j) to any RatingAgency when required by it (it being understood that, prior to any such disclosure, such Rating Agencyshall undertake to preserve the confidentiality of any Information relating to Loan Parties and theirSubsidiaries received by it from such Lender) or to the CUSIP Service Bureau or any similarorganization; (k) in connection with establishing a “due diligence” defense or (l) to the extent suchInformation is independently developed by the Administrative Agent, the Lead Arrangers, such Lender,such L/C Issuer or any of their respective Affiliates; provided that no disclosure shall be made to anyDisqualified Lender. In addition, the Agents and the Lenders may disclose the existence of thisAgreement and publicly available information about this Agreement to market data collectors, similarservice providers to the lending industry, and service providers to the Agents and the Lenders inconnection with the administration and management of this Agreement, the other Loan Documents, theCommitments, and the Credit Extensions. For the purposes of this Section 10.08, “Information” meansall information received from the Loan Parties relating to any Loan Party, its Affiliates or its Affiliates’directors, managers, officers, employees, trustees, investment advisors or agents, relating to Holdings, theBorrower or any of their Subsidiaries or its business, other than any such information that is publiclyavailable to any Agent, any L/C Issuer or any Lender prior to disclosure by any Loan Party other than as aresult of a breach of this Section 10.08; provided that all information received after the Closing Date fromHoldings, the Borrower or any of its Subsidiaries shall be deemed confidential unless such information isclearly identified at the time of delivery as not being confidential.Section 10.09. Setoff. In addition to any rights and remedies of the Lenders provided by Law,upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates(and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is226

authorized at any time and from time to time, without prior notice to the Borrower, any such notice beingwaived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries)to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general orspecial, time or demand, provisional or final) at any time held by, and other Indebtedness at any timeowing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of therespective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender andits Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafterexisting, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demandunder this Agreement or any other Loan Document and although such Obligations may be contingent orunmatured or denominated in a currency different from that of the applicable deposit or Indebtedness;provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) allamounts so set off shall be paid over immediately to the Administrative Agent for further application inaccordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by suchDefaulting Lender from its other funds and deemed held in trust for the benefit of the AdministrativeAgent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to theAdministrative Agent a statement describing in reasonable detail the Obligations owing to suchDefaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify theBorrower and the Administrative Agent after any such set off and application made by such Lender;provided that the failure to give such notice shall not affect the validity of such setoff and application.The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 arein addition to other rights and remedies (including other rights of setoff) that the Administrative Agent,the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be appliedto any Excluded Swap Obligations of such Guarantor.Section 10.10. Interest Rate Limitation. Notwithstanding anything to the contrary contained inany Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed themaximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If anyAgent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excessinterest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded tothe Borrower. In determining whether the interest contracted for, charged, or received by an Agent or aLender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a)characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b)exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread inequal or unequal parts the total amount of interest throughout the contemplated term of the Obligationshereunder.Section 10.11. Counterparts. This Agreement and each other Loan Document may be executedin one or more counterparts, each of which shall be deemed an original, but all of which together shallconstitute one and the same instrument. Delivery by telecopier or other electronic transmission of anexecuted counterpart of a signature page to this Agreement and each other Loan Document shall beeffective as delivery of an original executed counterpart of this Agreement and such other LoanDocument. The Agents may also require that any such documents and signatures delivered by telecopieror other electronic transmission be confirmed by an original thereof; provided that the failure to request ordeliver the same shall not limit the effectiveness of any document or signature delivered by telecopier orother electronic transmission.Section 10.12. Integration; Termination. This Agreement, together with the other LoanDocuments, comprises the complete and integrated agreement of the parties on the subject matter hereofand thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event ofany conflict between the provisions of this Agreement and those of any other Loan Document, theprovisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies227

in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with thisAgreement. Each Loan Document was drafted with the joint participation of the respective parties theretoand shall be construed neither against nor in favor of any party, but rather in accordance with the fairmeaning thereof.Section 10.13. Survival of Representations and Warranties. All representations and warrantiesmade hereunder and in any other Loan Document or other document delivered pursuant hereto or theretoor in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Suchrepresentations and warranties have been or will be relied upon by each Agent and each Lender,regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstandingthat any Agent or any Lender may have had notice or knowledge of any Default at the time of any CreditExtension, and shall continue in full force and effect as long as any Loan or any other Obligationhereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.Section 10.14. Severability. If any provision of this Agreement or the other Loan Documents isheld to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remainingprovisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby.The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable suchprovision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.14, if andto the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lendersshall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/CIssuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect onlyto the extent not so limited.Section 10.15. GOVERNING LAW. (a) THIS AGREEMENT AND EACH OTHER LOANDOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THELAW OF THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT (A) THEINTERPRETATION OF THE DEFINITION OF “MATERIAL ADVERSE EFFECT” (AS DEFINED INTHE PURCHASE AGREEMENT) AND (B) WHETHER THE EQUITY INVESTMENT HAS BEENCONSUMMATED AS CONTEMPLATED BY THE PURCHASE AGREEMENT SHALL, IN EACHCASE, BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE GOVERNING LAW OFTHE PURCHASE AGREEMENT.(b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOANDOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THEDEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOANDOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOWEXISTING OR HEREAFTER ARISING, SHALL BE BROUGHT IN THE COURTS OF THE STATEOF NEW YORK SITTING IN NEW YORK COUNTY OR OF THE UNITED STATES FOR THESOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THISAGREEMENT, EACH LOAN PARTY, EACH AGENT AND EACH LENDER CONSENTS, FORITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSECOURTS AND AGREES THAT IT WILL NOT COMMENCE OR SUPPORT ANY SUCH ACTIONOR PROCEEDING IN ANOTHER JURISDICTION. EACH LOAN PARTY, EACH AGENT ANDEACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TOTHE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS,WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION ORPROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHERDOCUMENT RELATED THERETO. EACH PARTY HERETO IRREVOCABLY CONSENTS TOSERVICE OF PROCESS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATINGTO ANY LOAN DOCUMENTS IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN228

TELECOPIER OR OTHER ELECTRONIC TRANSMISSION) IN SECTION 10.02. NOTHING INTHIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANYPARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BYAPPLICABLE LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENTSHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ HAVE TO BRING ANY ACTION TO ENFORCE ANY AWARD OR JUDGMENT OREXERCISE ANY RIGHT UNDER THE COLLATERAL DOCUMENTS AGAINST ANYCOLLATERAL OR ANY OTHER PROPERTY OF ANY LOAN PARTY IN ANY OTHER FORUM INANY JURISDICTION IN WHICH COLLATERAL IS LOCATED.Section 10.16. WAIVER OF RIGHT TO TRIAL BY JURY. TO THE EXTENT PERMITTED BYAPPLICABLE LAW, EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANYRIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTIONARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH ORRELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEMWITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO,IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHERFOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREESAND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTIONSHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THISAGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.16WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIESHERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.Section 10.17. Binding Effect. This Agreement shall become effective when it shall have beenexecuted by the Loan Parties, the Administrative Agent, the Collateral Agent, the L/C Issuers and theAdministrative Agent shall have been notified by each Lender, the Swing Line Lender and the L/CIssuers that each Lender, the Swing Line Lender and the L/C Issuers have executed it and thereafter thisAgreement shall be binding upon and inure to the benefit of the Loan Parties, each Agent and eachLender and their respective successors and assigns, in each case in accordance with Section 10.07 (ifapplicable) and except that no Loan Party shall have the right to assign its rights hereunder or any interestherein without the prior written consent of the Lenders except as permitted by Section 7.04.Section 10.18. USA PATRIOT Act. Each Lender that is subject to the USA PATRIOT Act andthe Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower thatpursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and recordinformation that identifies each Loan Party, which information includes the name, address and taxidentification number of such Loan Party and other information regarding such Loan Party that will allowsuch Lender or the Administrative Agent, as applicable, to identify such Loan Party in accordance withthe USA PATRIOT Act. This notice is given in accordance with the requirements of the USA PATRIOTAct and is effective as to the Lenders and the Administrative Agent.Section 10.19. No Advisory or Fiduciary Responsibility. (a) In connection with all aspects ofeach transaction contemplated hereby, each Loan Party acknowledges and agrees, and acknowledges itsAffiliates’ understanding, that (i) the facilities provided for hereunder and any related arranging or otherservices in connection therewith (including in connection with any amendment, waiver or othermodification hereof or of any other Loan Document) are an arm’s-length commercial transaction betweenthe Borrower and its Affiliates, on the one hand, and the Agents, the Lead Arrangers and the Lenders, onthe other hand, and the Borrower is capable of evaluating and understanding and understands and acceptsthe terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents(including any amendment, waiver or other modification hereof or thereof), (ii) in connection with the229

process leading to such transaction, each of the Agents, the Lead Arrangers and the Lenders is and hasbeen acting solely as a principal and is not the financial advisor, agent or fiduciary, for the Borrower orany of its Affiliates, stockholders, creditors or employees or any other Person, (iii) none of the Agents,the Lead Arrangers or the Lenders has assumed or will assume an advisory, agency or fiduciaryresponsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or theprocess leading thereto, including with respect to any amendment, waiver or other modification hereof orof any other Loan Document (irrespective of whether any Agent or ▇▇▇▇▇▇ has advised or is currentlyadvising the Borrower or any of its Affiliates on other matters) and none of the Agents, the LeadArrangers or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to thefinancing transactions contemplated hereby except those obligations expressly set forth herein and in theother Loan Documents, (iv) the Agents, the Lead Arrangers and the Lenders and their respectiveAffiliates may be engaged in a broad range of transactions that involve interests that differ from, and mayconflict with, those of the Borrower and its Affiliates, and none of the Agents, the Lead Arrangers or theLenders has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciaryrelationship and (v) the Agents, the Lead Arrangers and the Lenders have not provided and will notprovide any legal, accounting, regulatory or tax advice with respect to any of the transactionscontemplated hereby (including any amendment, waiver or other modification hereof or of any otherLoan Document) and the Loan Parties have consulted their own legal, accounting, regulatory and taxadvisors to the extent they have deemed appropriate. Each Loan Party hereby waives and releases, to thefullest extent permitted by law, any claims that it may have against the Agents, the Lead Arrangers andthe Lenders with respect to any breach or alleged breach of agency or fiduciary duty under applicable lawrelating to agency and fiduciary obligations.(b) Each Loan Party acknowledges and agrees that each Lender, the Lead Arrangers and anyAffiliate thereof may lend money to, invest in, and generally engage in any kind of business with, any ofthe Borrower, Holdings, any Investor, any Affiliate thereof or any other person or entity that may dobusiness with or own securities of any of the foregoing, all as if such Lender, the Lead Arrangers orAffiliate thereof were not a Lender, the Lead Arrangers or an Affiliate thereof (or an agent or any otherperson with any similar role under the Facilities) and without any duty to account therefor to any otherLender, the Lead Arrangers, Holdings, the Borrower, any Investor or any Affiliate of the foregoing. EachLender, the Lead Arrangers and any Affiliate thereof may accept fees and other consideration fromHoldings, the Borrower, any Investor or any Affiliate thereof for services in connection with thisAgreement, the Facilities or otherwise without having to account for the same to any other Lender, theLead Arrangers, Holdings, the Borrower, any Investor or any Affiliate of the foregoing. Some or all ofthe Lenders and the Lead Arrangers may have directly or indirectly acquired certain equity interests(including warrants) in Holdings, the Borrower, an Investor or an Affiliate thereof or may have directly orindirectly extended credit on a subordinated basis to Holdings, the Borrower, an Investor or an Affiliatethereof. Each party hereto, on its behalf and on behalf of its Affiliates, acknowledges and waives thepotential conflict of interest resulting from any such Lender, the Lead Arrangers or an Affiliate thereofholding disproportionate interests in the extensions of credit under the Facilities or otherwise acting asarranger or agent thereunder and such Lender, the Lead Arrangers or any Affiliate thereof directly orindirectly holding equity interests in or subordinated debt issued by Holdings, the Borrower, an Investoror an Affiliate thereof.Section 10.20. Electronic Execution of Assignments. The words “execution,” “signed,”“signature,” and words of like import in any Assignment and Assumption shall be deemed to includeelectronic signatures or the keeping of records in electronic form, each of which shall be of the same legaleffect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including theFederal Electronic Signatures in Global and National Commerce Act, the New York State Electronic230

Signatures and Records Act, or any other similar state laws based on the Uniform Electronic TransactionsAct. Section 10.21. Effect of Certain Inaccuracies. In the event that any financial statement orCompliance Certificate previously delivered pursuant to Section 6.02(a) was inaccurate or was restated(regardless of whether this Agreement or the Commitments are in effect when such inaccuracy isdiscovered), and such inaccuracy, if corrected, or such restatement would have led to the application of ahigher Applicable Rate for any period (an “Applicable Period”) than the Applicable Rate applied forsuch Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the AdministrativeAgent a corrected or restated financial statement and a corrected or updated Compliance Certificate forsuch Applicable Period, (ii) the Applicable Rate shall be determined based on the updated ComplianceCertificate for such Applicable Period, and (iii) the Borrower shall within 15 days after the delivery of thecorrected or restated financial statements and the updated Compliance Certificate pay to theAdministrative Agent the accrued additional interest or fees owing as a result of such increasedApplicable Rate for such Applicable Period. This Section 10.21 shall not limit the rights of theAdministrative Agent or the Lenders with respect to Sections 2.08(b) and 8.01; provided that anyunderpayment due to change in Applicable Rate shall not in itself constitute a Default or Event of Defaultunder Section 8.01 so long as such additional interest or fees are paid within the 15-day period set forthabove. Section 10.22. Judgment Currency. If for the purposes of obtaining judgment in any court it isnecessary to convert a sum due from the Borrower hereunder in the currency expressed to be payableherein (the “specified currency”) into another currency, the parties hereto agree, to the fullest extent thatthey may effectively do so, that the rate of exchange used shall be that at which in accordance withnormal banking procedures any Lender could purchase the specified currency with such other currency atsuch Lender’s New York office on the Business Day preceding that on which final judgment is given.The obligations of the Borrower in respect of any sum due to any Lender hereunder shall,notwithstanding any judgment in a currency other than the specified currency, be discharged only to theextent that on the Business Day following receipt by such Lender of any sum adjudged to be so due insuch other currency such Lender may in accordance with normal banking procedures purchase thespecified currency with such other currency; if the amount of the specified currency so purchased is lessthan the sum originally due to such Lender in the specified currency, the Borrower agrees, to the fullestextent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, toindemnify the Lender against such loss, and if the amount of the specified currency so purchased exceedsthe sum originally due to such Lender in the specified currency, such ▇▇▇▇▇▇ agrees to remit such excessto the Borrower.Section 10.23. Acknowledgement and Consent to Bail-In of Affected Financial Institutions.Notwithstanding anything to the contrary in any Loan Document or in any other agreement,arrangement or understanding among any such parties, each party hereto acknowledges that any liabilityof any Lender that is an Affected Financial Institution arising under any Loan Document, to the extentsuch liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicableResolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:(a) the application of any Write-Down and Conversion Powers by the applicable ResolutionAuthority to any such liabilities arising hereunder which may be payable to it by any party hereto to anyLender that is an Affected Financial Institution; and(b) the effects of any Bail-In Action on any such liability, including, if applicable:231

(i) a reduction in full or in part or cancellation of any such liability;(ii) a conversion of all, or a portion of, such liability into shares or other instrumentsof ownership in such Affected Financial Institution, its parent undertaking, or a bridge institutionthat may be issued to it or otherwise conferred on it, and that such shares or other instruments ofownership will be accepted by it in lieu of any rights with respect to any such liability under thisAgreement or any other Loan Document; or(iii) the variation of the terms of such liability in connection with the exercise of theWrite-Down and Conversion Powers of the applicable Resolution Authority.Section 10.24. Cashless Rollovers. Notwithstanding anything to the contrary contained in thisAgreement or in any other Loan Document, to the extent that any Lender extends the maturity date of, orreplaces, renews or refinances, any of its then-existing Loans with Incremental Facilities, Facilities inconnection with any Refinancing Series, Extending Term Loans, Extending Revolving Credit Loans orloans incurred under a new credit facility, in each case, to the extent such extension, replacement, renewalor refinancing is effected by means of a “cashless roll” by such Lender, such extension, replacement,renewal or refinancing shall be deemed to comply with any requirement hereunder or any other LoanDocument that such payment be made “in Dollars”, “in immediately available funds”, “in Cash” or anyother similar requirement.Section 10.25. Acknowledgement Regarding any Supported QFCs. To the extent that the LoanDocuments provide support, through a guarantee or otherwise, for any Swap Contract or any otheragreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a“Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power ofthe Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of theDodd-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (together with the regulations promulgatedthereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC CreditSupport (with the provisions below applicable notwithstanding that the Loan Documents and anySupported QFC may in fact be stated to be governed by the laws of the State of New York and/or of theUnited States or any other state of the United States):(a) In the event a Covered Entity that is party to a Supported QFC (each, a “CoveredParty”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of suchSupported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or undersuch Supported QFC and such QFC Credit Support, and any rights in property securing such SupportedQFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as thetransfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and suchQFC Credit Support (and any such interest, obligation and rights in property) were governed by the lawsof the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate ofa Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rightsunder the Loan Documents that might otherwise apply to such Supported QFC or any QFC CreditSupport that may be exercised against such Covered Party are permitted to be exercised to no greaterextent than such Default Rights could be exercised under the U.S. Special Resolution Regime if theSupported QFC and the Loan Documents were governed by the laws of the United States or a state of theUnited States. Without limitation of the foregoing, it is understood and agreed that rights and remedies ofthe parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Partywith respect to a Supported QFC or any QFC Credit Support.(b) As used in this Section 10.25, the following terms have the following meanings:232

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, andinterpreted in accordance with, 12 U.S.C. 1841(k)) of such party.“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in,and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term isdefined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” asthat term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordancewith, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall beinterpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).ARTICLE 11GUARANTYSection 11.01. The Guaranty. Each Guarantor hereby jointly and severally with the otherGuarantors guarantees, as a primary obligor and not merely as a surety to each Secured Party and theirrespective successors and assigns, the prompt payment in full when due (whether at stated maturity, byrequired prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest(including any interest, fees, costs or charges that would accrue but for the provisions of (i) Title 11 of theUnited States Code after any bankruptcy or insolvency petition under Title 11 of the United States Codeand (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes held by eachLender of, the Borrower, and all other Obligations (other than with respect to any Guarantor, ExcludedSwap Obligations of such Guarantor) from time to time owing to the Secured Parties by the Borrower orany of its Subsidiaries under any Loan Document or any Secured Hedge Agreement or any TreasuryServices Agreement, in each case strictly in accordance with the terms thereof (such obligations beingherein collectively called the “Guaranteed Obligations”). The Guarantors hereby jointly and severallyagree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at statedmaturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptlypay the same in cash, without any demand or notice whatsoever, and that in the case of any extension oftime of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in fullwhen due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms ofsuch extension or renewal.Section 11.02. Obligations Unconditional. The obligations of the Guarantors under Section11.01 shall constitute a guarantee of payment and to the fullest extent permitted by applicable Law, areabsolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity,regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, theSecured Hedge Agreements, the Treasury Services Agreements, the Notes, if any, or any other agreementor instrument referred to herein or therein, or any substitution, release or exchange of any other guaranteeof or security for any of the Guaranteed Obligations, and, irrespective of any other circumstancewhatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety orGuarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed thatthe occurrence of any one or more of the following shall not alter or impair the liability of the Guarantorshereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances asdescribed above: 233

(i) at any time or from time to time, without notice to the Guarantors, to the extentpermitted by Law, the time for any performance of or compliance with any of the GuaranteedObligations shall be extended, or such performance or compliance shall be waived;(ii) any of the acts mentioned in any of the provisions of this Agreement or theNotes, if any, or any other agreement or instrument referred to herein or therein shall be done oromitted;(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any ofthe Guaranteed Obligations shall be amended in any respect, or any right under the LoanDocuments or any other agreement or instrument referred to herein or therein shall be amended orwaived in any respect or any other guarantee of any of the Guaranteed Obligations or except aspermitted pursuant to Section 11.10 any security therefor shall be released or exchanged in wholeor in part or otherwise dealt with;(iv) any Lien or security interest granted to, or in favor of, an L/C Issuer or anyLender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or(v) the release of any other Guarantor pursuant to Section 11.10.The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and,to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Partyexhaust any right, power or remedy or proceed against the Borrower under this Agreement, the SecuredHedge Agreements, the Treasury Services Agreements or the Notes, if any, or any other agreement orinstrument referred to herein or therein, or against any other person under any other guarantee of, orsecurity for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law,any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of theGuaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guaranty oracceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively bedeemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealingsbetween the Borrower and the Secured Parties shall likewise be conclusively presumed to have been hador consummated in reliance upon this Guaranty. This Guaranty shall be construed as a continuing,absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset withrespect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and theobligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon thepursuit by the Secured Parties or any other person at any time of any right or remedy against theBorrower or against any other person which may be or become liable in respect of all or any part of theGuaranteed Obligations or against any collateral security or guarantee therefor or right of offset withrespect thereto. This Guaranty shall remain in full force and effect and be binding in accordance with andto the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure tothe benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time totime during the term of this Agreement there may be no Guaranteed Obligations outstanding.Section 11.03. Reinstatement. The obligations of the Guarantors under this Article 11 shall beautomatically reinstated if and to the extent that for any reason any payment by or on behalf of theBorrower or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwiserestored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings ininsolvency, bankruptcy or reorganization or otherwise.Section 11.04. Subrogation; Subordination. Each Guarantor hereby agrees that until thepayment and satisfaction in full in cash of all Guaranteed Obligations (other than (x) obligations under234

Secured Hedge Agreements and Treasury Services Agreements not yet due and payable and (y)contingent indemnification obligations not yet accrued and payable) and the expiration or termination ofthe Commitments of the Lenders under this Agreement, it shall waive any claim and shall not exerciseany right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 11.01, whether by subrogation or otherwise, against the Borrower or any other Guarantor of anyof the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtednessof any Loan Party permitted pursuant to Sections 7.03(b)(ii) or 7.03(d) shall be subordinated to such LoanParty’s Obligations in the manner set forth in the Intercompany Note evidencing such Indebtedness.Section 11.05. Remedies. The Guarantors jointly and severally agree that, as between theGuarantors and the Lenders, the obligations of the Borrower under this Agreement and the Notes, if any,may be declared to be forthwith due and payable as provided in Section 8.02 (and shall be deemed tohave become automatically due and payable in the circumstances provided in Section 8.02) for purposesof Section 11.01, notwithstanding any stay, injunction or other prohibition preventing such declaration (orsuch obligations from becoming automatically due and payable) as against the Borrower and that, in theevent of such declaration (or such obligations being deemed to have become automatically due andpayable), such obligations (whether or not due and payable by the Borrower) shall forthwith become dueand payable by the Guarantors for purposes of Section 11.01.Section 11.06. Instrument for the Payment of Money. Each Guarantor hereby acknowledges thatthe guarantee in this Article 11 constitutes an instrument for the payment of money, and consents andagrees that any Lender or Agent, at its sole option, in the event of a dispute by such Guarantor in thepayment of any moneys due hereunder, shall have the right to bring a motion-action under New YorkCPLR Section 3213.Section 11.07. Continuing Guaranty. The guarantee in this Article 11 is a continuing guaranteeof payment, and shall apply to all Guaranteed Obligations whenever arising.Section 11.08. General Limitation on Guarantee Obligations. In any action or proceedinginvolving any state corporate, limited partnership or limited liability company law, or any applicablestate, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights ofcreditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 would otherwisebe held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of anyother creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding anyother provision to the contrary, the amount of such liability shall, without any further action by suchSubsidiary Guarantor, any Loan Party or any other person, be automatically limited and reduced to thehighest amount (after giving effect to the right of contribution established in Section 11.11) that is validand enforceable and not subordinated to the claims of other creditors as determined in such action orproceeding.Section 11.09. Information. Each Guarantor assumes all responsibility for being and keepingitself informed of the Borrower’s financial condition and assets, and of all other circumstances bearingupon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risksthat each Guarantor assumes and incurs under this Guaranty, and agrees that none of any Agent, any L/CIssuer or any Lender shall have any duty to advise any Guarantor of information known to it regardingthose circumstances or risks.Section 11.10. Release of Guarantors. If, in compliance with the terms and provisions of theLoan Documents, (i) all or substantially all of the Equity Interests or property of any SubsidiaryGuarantor are sold or otherwise transferred as permitted under this Agreement, to a person or persons,none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such235

Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming anExcluded Subsidiary, be automatically released from its obligations under this Agreement (includingunder Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant toany Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to theCollateral Documents shall be automatically released, and, so long as the Borrower shall have providedthe Agents such certifications or documents as any Agent shall reasonably request, the AdministrativeAgent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as arenecessary to effect each release described in this Section 11.10 in accordance with the relevant provisionsof the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be aguarantor in respect of the Senior Notes or any Junior Financing with a principal amount in excess of theThreshold Amount.When all Commitments hereunder have terminated, and all Loans or other Obligations(other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunderwhich are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding(except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has beenCash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/CIssuer has been put in place), this Agreement, the other Loan Documents and the guarantees made hereinshall terminate with respect to all Obligations, except with respect to Obligations that expressly survivesuch repayment pursuant to the terms of this Agreement or the other Loan Documents. The CollateralAgent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateralowned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.Section 11.11. Right of Contribution. Each Guarantor hereby agrees that to the extent that aSubsidiary Guarantor shall have paid more than its proportionate share of any payment made hereunder,such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any otherGuarantor hereunder which has not paid its proportionate share of such payment. Each SubsidiaryGuarantor’s right of contribution shall be subject to the terms and conditions of Section 11.04. Theprovisions of this Section 11.11 shall in no respect limit the obligations and liabilities of any SubsidiaryGuarantor to the Administrative Agent, the L/C Issuer, the Swing Line Lender and the Lenders, and eachSubsidiary Guarantor shall remain liable to the Administrative Agent, the L/C Issuer, the Swing LineLender and the Lenders for the full amount guaranteed by such Subsidiary Guarantor hereunder.Section 11.12. Cross-Guaranty. Each Qualified ECP Guarantor hereby jointly and severally,absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to eachSpecified Guarantor as may be needed by such Specified Guarantor from time to time to honor all of itsobligations under its Guaranty and the other Loan Documents in respect of any Swap Obligation(provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.12 forup to the maximum amount of such liability that can be hereby incurred without rendering such QualifiedECP Guarantor’s obligations and undertakings under this Section 11.12 voidable under applicable lawrelating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligationsand undertakings of each Qualified ECP Guarantor under this Section 11.12 shall remain in full force andeffect until the Obligations have been indefeasibly paid and performed in full and all Commitments havebeen terminated. Each Qualified ECP Guarantor intends that this Section 11.12 constitute, and this Section 11.12 shall be deemed to constitute, an agreement for the benefit of each Specified Guarantor forall purposes of the Commodity Exchange Act.[Signature Pages Intentionally Omitted]236