EXHIBIT 4.60A

EXECUTION VERSION

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of April 12, 2023 (the “First Amendment Effective Date”), is entered into among CSG SYSTEMS INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors party hereto, the Lenders party hereto, and BANK OF AMERICA, N.A., as the Administrative Agent, the Collateral Agent, the Swingline Lender, and an Issuing Bank. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Existing Credit Agreement (as defined below) or the Amended Credit Agreement (as defined below), as applicable.

RECITALS

WHEREAS, the Borrower, the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, Bank of America, N.A., as the Administrative Agent, the Collateral Agent, the Swingline Lender, and an Issuing Bank, and the other Issuing Banks party thereto, entered into that certain Amended and Restated Credit Agreement dated as of September 13, 2021 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time prior to the First Amendment Effective Date, the “Existing Credit Agreement”); and

WHEREAS, the Borrower has requested that the parties hereto amend the Existing Credit Agreement as set forth below, subject to the terms and conditions specified in this Agreement.

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

2. Condition Precedent. This Agreement shall be effective as of the First Amendment Effective Date upon receipt by the Administrative Agent of counterparts of this Agreement duly executed by the Borrower, the Subsidiary Guarantors, each Lender, the Administrative Agent, the Collateral Agent, the Swingline Lender, and each Issuing Bank.

3. Payment of Expenses. The Borrower agree to reimburse the Agents for all reasonable out-of-pocket expenses incurred by the Agents in connection with the preparation, negotiation, execution and delivery of this Agreement, including the reasonable fees, charges and disbursements of Moore & Van Allen PLLC.

4. Miscellaneous.

(a) The Loan Documents, and the obligations of the Loan Parties under the Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms. This Agreement is a Loan Document.

(b) Each Loan Party (i) agrees that the Security Documents continue to be in full force and effect and are not impaired or adversely affected in any manner whatsoever, (ii) confirms its grant of security interests pursuant to the Security Documents to which it is a party as Collateral for the Secured Obligations, and (iii) acknowledges that all Liens granted (or purported to be granted) pursuant to the Security Documents remain and continue in full force and effect in respect of, and to secure, the Secured Obligations.

(c) Each Loan Party (i) acknowledges and consents to all of the terms and conditions of this Agreement, (ii) affirms all of its obligations under the Loan Documents, and (iii) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Loan Documents.

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(d) Each Loan Party represents and warrants that:

(i) This Agreement has been duly executed and delivered by such Loan Party and constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(ii) The execution, delivery and performance by such Loan Party of this Agreement, (A) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (1) such as have been obtained or made and are in full force and effect and (2) consents, approvals, registrations, filings, permits or actions the failure to obtain or perform which could not reasonably be expected to result in a Material Adverse Effect, (B) will not violate the Organizational Documents of such Loan Party, (C) will not violate any Requirement of Law, except for violations that could not reasonably be expected to result in a Material Adverse Effect, (D) will not violate or result in a default or require any consent or approval under any indenture, agreement or other instrument binding upon such Loan Party or its property, or (other than the Loan Documents) give rise to a right thereunder to require any payment to be made by any Loan Party, except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, and (E) will not result in the creation or imposition of any Lien on any property of any Loan Party, except Liens created by the Loan Documents and Permitted Liens.

(iii) After giving effect to this Agreement, (A) no Default shall have occurred and be continuing, and (B) each of the representations and warranties made by such Loan Party set forth in this Agreement, Article III of the Amended Credit Agreement or in any 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) on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (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 of such earlier date.

(iv) The parties executing this Agreement as Subsidiary Guarantors include each Subsidiary that is required pursuant to Section 5.10 of the Existing Credit Agreement to become a Loan Party as of the First Amendment Effective Date.

(e) This Agreement may be in the form of an Electronic Record and may be executed using Electronic Signatures, including facsimile or .pdf, and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. This Agreement may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts shall be one and the same Agreement. For the avoidance of doubt, subject to Section 10.22 of the Amended Credit Agreement, the authorization under this Section 4(e) may include use or acceptance by the Administrative Agent of a manually signed counterpart of this Agreement which has been converted into electronic form (such as scanned into .pdf), or an electronically signed counterpart of this Agreement converted into another format, for transmission, delivery and/or retention.

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(f) If any provision of this Agreement is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(g) THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(h) The terms of Sections 10.09 and 10.10 of the Amended Credit Agreement with respect to submission to jurisdiction, waiver of venue and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

[SIGNATURE PAGES FOLLOW]

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

BORROWER: CSG SYSTEMS INTERNATIONAL, INC.

By: /s/ Brian A. Shepherd

Name: Brian A. Shepherd

Title: President and Chief Executive Officer

SUBSIDIARY GUARANTORS: CSG SYSTEMS, INC.

By: /s/ Brian A. Shepherd

Name: Brian A. Shepherd

Title: President and Chief Executive Officer

VOLUBILL, INC.

By: /s/ David N. Schaaf

Name: David N. Schaaf

Title: President

INTEC BILLING, INC.

By: /s/ David N. Schaaf

Name: David N. Schaaf

Title: Secretary

CSG FORTE PAYMENTS, INC.

By: /s/ David N. Schaaf

Name: David N. Schaaf

Title: Assistant Secretary

CSG FORTE PAYMENTS HOLDING, INC.

By: /s/ David N. Schaaf

Name: David N. Schaaf

Title: Treasurer

KITEWHEEL, LLC

By: /s/ David N. Schaaf

Name: David N. Schaaf

Title: President

CSG SYSTEMS INTERNATIONAL, INC.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

MOBILECARD HOLDINGS, LLC

By: /s/ David N. Schaaf

Name: David N. Schaaf

Title: Secretary

CSG MOBILECARD INVESTMENT LLC

By: /s/ David N. Schaaf

Name: David N. Schaaf

Title: President

CSG SYSTEMS INTERNATIONAL, INC.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A.,

as the Administrative Agent

By: /s/ Kyle D. Harding

Name: Kyle D Harding

Title: Vice President

COLLATERAL AGENT: BANK OF AMERICA, N.A.,

as the Collateral Agent

By: /s/ Kyle D. Harding

Name: Kyle D Harding

Title: Vice President

CSG SYSTEMS INTERNATIONAL, INC.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

LENDERS: BANK OF AMERICA, N.A.,

as a Lender, the Swingline Lender, and an Issuing Bank

By: /s/ John Sletten

Name: John Sletten

Title: Senior Vice President

CSG SYSTEMS INTERNATIONAL, INC.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Lender

By: /s/ Faraj Elmagbari

Name: Faraj Elmagbari

Title: Director

CSG SYSTEMS INTERNATIONAL, INC.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

PNC BANK, NATIONAL ASSOCIATION,

as a Lender

By: /s/ Jake Wesley

Name: Jake Wesley

Title: Vice President

CSG SYSTEMS INTERNATIONAL, INC.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

U.S. BANK NATIONAL ASSOCIATION,

as a Lender

By: /s/ Alexander Wilson

Name: Alexander Wilson

Title: Vice President

CSG SYSTEMS INTERNATIONAL, INC.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

HSBC BANK USA, NATIONAL ASSOCIATION,

as a Lender

By: /s/ David Sanders

Name: David Sanders

Title: Global Relationship Manager

CSG SYSTEMS INTERNATIONAL, INC.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

FIRST CITIZENS BANK & TRUST COMPANY (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.A. (as successor to Silicon Valley Bank)),

as a Lender

By: /s/ Peter Madden

Name: Peter Madden

Title: Vice President

CSG SYSTEMS INTERNATIONAL, INC.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

BOKF, N.A., d/b/a BOK FINANCIAL,

as a Lender

By: /s/ Matthew J. Mason

Name: Mathew J. Mason

Title: Senior Vice President

CSG SYSTEMS INTERNATIONAL, INC.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Annex A

Amended Credit Agreement

See attached.

Execution VersionANNEX A

Published CUSIP Numbers:

Deal: 12635BAK9

Revolving Loans: 12635BAL7

Term Loans: 12635BAM5

$600.0 MILLION

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of September 13, 2021,

among

CSG SYSTEMS INTERNATIONAL, INC.,

as Borrower,

THE SUBSIDIARY GUARANTORS PARTY HERETO,

Bank of America, N.A.,

as Administrative Agent, Collateral Agent, Swingline Lender and an Issuing Bank,

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Syndication Agent,

BBVA, USA

PNC BANK, NATIONAL ASSOCIATION

and

U.S. BANK NATIONAL ASSOCIATION,

as Co-Documentation Agents,

THE LENDERS PARTY HERETO,

and

THE OTHER ISSUING BANKS PARTY HERETO

BofA SECURITIES, INC.

and

WELLS FARGO SECURITIES, LLC,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

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AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of September 13, 2021, among CSG SYSTEMS INTERNATIONAL, INC., a Delaware corporation (“Borrower”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I) party hereto, the Lenders party hereto, BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties, as Swingline Lender and as an Issuing Bank, and the other Issuing Banks party hereto.

WITNESSETH:

WHEREAS, the Loan Parties, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent, collateral agent, swingline lender and an issuing bank, are parties to that certain Credit Agreement, dated as of March 5, 2018 (as amended or modified from time to time, the “Existing Credit Agreement”); and

WHEREAS, the Loan Parties wish to amend and restate the Existing Credit Agreement to provide for loans and other financial accommodations to the Loan Parties in an aggregate principal amount of up to $600.0 million and to make certain other amendments and modifications to the Existing Credit Agreement, all as more fully set forth herein, on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

As used in this Agreement, the following terms shall have the meanings specified below:

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provided, that, if any Alternate Currency Daily Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. Any change in an Alternate Currency Daily Rate shall be effective from and including the date of such change without further notice.

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“Alternate Currency Term Rate” shall mean, for any Interest Period, with respect to any Credit Extension:

provided, that, if any Alternate Currency Term Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

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“Available Tenor” shall mean, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if the then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period, or (b) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.

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“Benchmark” shall mean, initially, LIBOR; provided, that, if a replacement of the Benchmark has occurred pursuant to Section 2.11(c) then “Benchmark” shall mean the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.

“Benchmark Replacement” shall mean:

(a) For purposes of Section 2.11(c)(i), the first alternative set forth below that can be determined by the Administrative Agent:

(i) the sum of: (A) Term SOFR; plus (B) 0.11448% (11.448 basis points) for an Available Tenor of one-month’s duration, 0.26161% (26.161 basis points) for an Available Tenor of three-months’ duration, 0.42826% (42.826 basis points) for an Available Tenor of six-months’ duration, and 0.71513% (71.513 basis points) for an Available Tenor of twelve-months’ duration; or

(ii) the sum of: (A) Daily Simple SOFR; plus (B) 0.11448% (11.448 basis points);

provided, that, if initially LIBOR is replaced with the rate contained in clause (a)(ii) above and subsequent to such replacement, the Administrative Agent determines that Term SOFR has become available and is administratively feasible for the Administrative Agent in its sole discretion, and the Administrative Agent notifies Borrower and each Lender of such availability, then from and after the beginning of the Interest Period, relevant interest payment date or payment period for interest calculated, in each case, commencing no less than thirty (30) days after the date of such notice, the Benchmark Replacement shall be as set forth in clause (a)(i) above; and

(b) for purposes of Section 2.11(c)(ii), the sum of (i) the alternate benchmark rate, plus (ii) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Administrative Agent and Borrower as the replacement Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by a Relevant Governmental Body, for dollar-denominated syndicated credit facilities at such time;

provided, that, if any Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than zero, such Benchmark Replacement will be deemed to be zero for the purposes of this Agreement and the other Loan Documents. Any Benchmark Replacement shall be applied in a manner consistent with market practice; provided, that, to the extent such market practice is not administratively feasible for the Administrative Agent, such Benchmark Replacement shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

“Benchmark Replacement Conforming Changes” shall mean, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” the timing and frequency of determining rates and making payments of interest, the timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner

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of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Transition Event” shall mean, with respect to any then-current Benchmark other than LIBOR, the occurrence of a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark or a Governmental Authority with jurisdiction over such administrator announcing or stating that all Available Tenors are or will no longer be representative, or made available, or used for determining the interest rate of loans, or shall or will otherwise cease; provided, that, at the time of such statement or publication, there is no successor administrator that is satisfactory to the Administrative Agent that will continue to provide any representative tenors of such Benchmark after such specific date.

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(a) if such day relates to any interest rate settings as to a Eurodollar Loan, any fundings, disbursements, settlements and payments in dollars in respect of any such Eurodollar Loan, or any other dealings in dollars to be carried out pursuant to this Agreement in respect of any such Eurodollar Loan, means any such day on which dealings in deposits in dollars are conducted by and between banks in the London interbank eurodollar market;

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For purposes of this definition, a person shall not be deemed to have beneficial ownership of Equity Interests subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement.

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and (y) subtracting therefrom, in each case only to the extent (and in the same proportion) included in determining such Consolidated Net Income and without duplication:

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Consolidated Interest Expense shall be calculated on a Pro Forma Basis to give effect to any Indebtedness (other than Indebtedness incurred for ordinary course working capital needs under ordinary course revolving credit facilities) incurred, assumed or permanently repaid or extinguished at any time on or after the first day of the applicable Test Period and prior to the applicable date of determination in connection with any Permitted Acquisition or any Asset Sale as if such incurrence, assumption, repayment or extinguishment had been effected on the first day of such period (with the interest expense on any such Indebtedness bearing interest at a floating rate being determined for periods prior to the date when actually incurred based upon the interest rate thereon in effect on the date of such incurrence).

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“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

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“Early Opt-in Effective Date” shall mean, with respect to any Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. on the fifth (5th) Business Day after the date notice

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of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Required Lenders.

“Early Opt-in Election” shall mean the occurrence of: (a) a determination by the Administrative Agent, or a notification by Borrower to the Administrative Agent that Borrower has made a determination, that dollar-denominated syndicated credit facilities currently being executed, or that include language similar to that contained in Section 2.11(c), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; and (b) the joint election by the Administrative Agent and Borrower to replace LIBOR with a Benchmark Replacement and the provision by the Administrative Agent of written notice of such election to the Lenders.

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“Eurodollar Borrowing” shall mean a Borrowing comprised of Eurodollar Loans.

“Eurodollar Incremental Term Loan” shall mean any Incremental Term Loan bearing interest at a rate based on clause (a) of the definition of “LIBOR Rate” in accordance with the provisions of Article II.

“Eurodollar Loan” shall mean any Eurodollar Revolving Loan, any Eurodollar Term Loan, any Eurodollar Incremental Term Loan or any Eurodollar Replacement Term Loan.

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“Eurodollar Replacement Term Loan” shall mean any Replacement Term Loan bearing interest at a rate based on clause (a) of the definition of “LIBOR Rate”.

“Eurodollar Revolving Loan” shall mean any Revolving Loan bearing interest at a rate based on clause (a) of the definition of “LIBOR Rate” in accordance with the provisions of Article II.

“Eurodollar Term Loan” shall mean any Term Loan bearing interest at a rate based on clause (a) of the definition of “LIBOR Rate” in accordance with the provisions of Article II.

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“LIBOR” shall have the meaning assigned to such term in the definition of “LIBOR Rate.”

“LIBOR Rate” shall mean: (a) for any Interest Period with respect to a Eurodollar Loan, the rate per annum equal to the London Interbank Offered Rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for dollars for a period equal in length to such Interest Period) (“LIBOR”), as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) (in such case, the “Eurodollar Rate”) at or about 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, for dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and (b) for any interest calculation with respect to an ABR Loan on any date, the rate per annum equal to the Eurodollar Rate, at or about 11:00 a.m., London time, two (2) Business Days prior to such date for dollar deposits with a term of one (1) month commencing that day; provided, that, if the LIBOR Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

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“Other Rate Early Opt-in” shall mean the Administrative Agent and Borrower have elected to replace LIBOR with a Benchmark Replacement other than a SOFR-based rate pursuant to (a) an Early Opt-in Election, and (b) Section 2.11(c)(ii) and clause (b) of the definition of “Benchmark Replacement.”

“Overnight Rate” shall mean, for any day, (a) with respect to any amount denominated in dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent, the applicable Issuing Bank, or the Swingline Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternate Currency, an overnight rate determined by the Administrative Agent or the applicable Issuing Bank, as the case may be, in accordance with banking industry rules on interbank compensation.

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provided, further, that, in connection with any Limited Condition Acquisition, (1) the condition set forth in clause (i) above shall mean (x) no Event of Default shall have occurred and be continuing at the time of execution of the definitive documentation for such Limited Condition Acquisition, and (y) no Event of Default pursuant to Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing at the time of consummation of such Limited Condition Acquisition (it being understood and agreed that this clause (1) shall not limit the condition set forth in Section 4.02(b) with respect to any proposed Credit Extension to be made in connection with such Limited Condition Acquisition except as set forth in Section 4.02); and (2) for purposes of determining whether the conditions set forth in clause (ii) above have been satisfied in connection with such Limited Condition Acquisition, at the option of Borrower (Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether any such condition has been satisfied shall be deemed to be the date the definitive documentation governing such Limited Condition Acquisition is executed (the “LCA Test Date”), and if, for the Limited Condition Acquisition, such condition would have been satisfied on the relevant LCA Test Date, such condition shall be deemed to have been satisfied.

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“Relevant Governmental Body” shall mean the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York.

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“Write-Down and Conversion Powers” shall mean, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

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

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Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared, and all terms of an accounting or financial nature shall be construed and interpreted, in accordance with GAAP as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements; provided, that, (a) notwithstanding anything to the contrary herein, all accounting or financial terms used herein shall be construed, and all financial computations pursuant hereto shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar effect) to value any Indebtedness or other liabilities of Borrower or any of its Subsidiaries at “fair value”, as defined therein and (b) if Borrower notifies the Administrative Agent that Borrower requests an amendment of any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP, in the application thereof or in the accounting policies or reporting practices of Borrower (or if the Administrative Agent notifies Borrower that the Required Lenders request an amendment of any provision hereof for such purpose), regardless of whether such notice is given before or after such change in GAAP, in the application thereof or in any such policies or practices, then such provision shall be applied on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, all liability amounts shall be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any

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operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case to the extent that such liability, asset, amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015.

Notwithstanding anything contained herein to the contrary, with respect to determining the permissibility of the incurrence of any Indebtedness for borrowed money (including, for the avoidance of doubt, any Incremental Facility) and the calculation of the Net Secured Total Leverage Ratio and the financial covenants set forth in Section 6.09, in each case, on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness, (i) the proceeds thereof shall not be counted as unrestricted and unencumbered cash and Cash Equivalents of Borrower and its Subsidiaries for the purposes of clause (a)(ii) of the definition of Net Secured Total Leverage Ratio and (ii) all Incremental Term Loans shall be deemed to constitute Consolidated Indebtedness secured by a Lien on any property of Borrower and its Subsidiaries.

If Borrower has made a LCA Election for any Limited Condition Acquisition, then in connection with any calculation on a Pro Forma Basis required pursuant to this Agreement following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated and the date that the definitive documentation governing such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether any transaction (any such transaction, a “Subsequent Transaction”) is permitted pursuant to this Agreement, such calculation shall be tested both on (i) a Pro Forma Basis assuming such Limited Condition Acquisition and the other transactions in connection therewith have been consummated, and (ii) a Pro Forma Basis without giving effect to such Limited Condition Acquisition and the other transactions in connection therewith, and, for such Subsequent Transaction to be permitted pursuant to this Agreement, each calculation must demonstrate compliance on a Pro Forma Basis.

Each Loan Party acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of the Loan Documents to which it is a party, that it and its counsel reviewed and participated in the preparation and negotiation hereof and thereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation hereof or thereof.

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

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

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Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, that, with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

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