---

$325,000,000

CREDIT AND GUARANTEE AGREEMENT

among

INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.,

as Holdings,

IEA INTERMEDIATE HOLDCO, LLC,

as Intermediate Holdings,

IEA ENERGY SERVICES LLC,

as the Borrower,

The Subsidiary Guarantors from Time to Time Parties Hereto, The Several Lenders from Time to Time Parties Hereto, JEFFERIES FINANCE LLC,

as Administrative Agent and Collateral Agent,

KEYBANK NATIONAL ASSOCIATION,

as Revolving Agent,

Dated as of September 25, 2018

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JEFFERIES FINANCE LLC and KEYBANC CAPITAL MARKETS INC.,

as Term Lead Arrangers

KEYBANK NATIONAL ASSOCIATION and FIFTH THIRD BANK,

as Revolving Lead Arrangers

CREDIT AND GUARANTEE AGREEMENT, dated as of September 25, 2018, among Infrastructure and Energy Alternatives, Inc., a Delaware corporation (“ Holdings ”), IEA Intermediate Holdco, LLC, a Delaware limited liability company (“ Intermediate Holdings ”), IEA Energy Services LLC, a Delaware limited liability company (the “ Borrower ”), the Subsidiary Guarantors from time to time party hereto, Jefferies Finance LLC (“ Jefferies ”), as the Administrative Agent, KeyBank National Association (“ KeyBank ”), as the Revolving Agent, Jefferies, as the Collateral Agent and each of the Lenders from time to time party hereto.

W I T N E S S E T H:

WHEREAS, on the Closing Date, pursuant to that certain Purchase and Sale Agreement, dated as of August 9, 2018 (as in effect on and delivered to the Administrative Agent as of such date and, subject to Section 6.01(d) , with such amendments, restatements, supplements, consents, waivers and other modifications thereof, together with the exhibits and disclosure schedules thereto, the “ Closing Date Acquisition Agreement ”), by and among the Borrower, as buyer, Consolidated Construction Solutions I LLC, a Delaware limited liability company, as the company (the “ Target ”) and Consolidated Construction Investment Holdings LLC, a Delaware limited liability company, as the seller, the Borrower will purchase 100% of the issued and outstanding limited liability company membership interests in the Target (together with its Subsidiaries, the “ Acquired Business ”) (the “ Closing Date Acquisition ”);

WHEREAS, the Borrower has requested the Term Lenders to extend credit in the form of Initial Term Loans on the Closing Date in an aggregate principal amount equal to $200,000,000 to fund the Closing Date Acquisition;

WHEREAS, the Borrower has requested the Term Lenders to extend credit in the form of Delayed Draw Term Loan Commitments in an aggregate principal amount equal to $75,000,000; and

WHEREAS, the Borrower has requested the Revolving Lenders to provide an Initial Revolving Commitment of $50,000,000.

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

ARTICLE I

DEFINITIONS

Section 1.01     Defined Terms. As used in this Agreement (including the recitals hereof), the terms listed in this Section 1.01 shall have the respective meanings set forth in this Section 1.01.

“ Acceptable Auditor ” shall have the meaning set forth in Section 7.01(a) .

“ Acceptable Price ” shall have the meaning set forth in the definition of “Dutch Auction.”

“ Acquisition ” shall mean any consensual transaction or series of related transactions, whether, by purchase, merger, consolidation, contribution or otherwise, for the direct or indirect (a) acquisition of all or substantially all of the property of any person, or all or substantially all of any business, product line, unit or division of any person, (b) acquisition of in excess of 50% of the Capital Stock of any person, and otherwise causing such person to become a Subsidiary of such person, or (c) merger or consolidation or any other combination with any person, in each case, including as a result of any Investment in any Subsidiary that serves to increase the equity ownership of the Borrower or any Restricted Subsidiary therein.

“ Additional Incremental Lender ” shall have the meaning set forth in Section 2.15(c) ; provided that if such Additional Incremental Lender is an Affiliated Lender, such Additional Incremental Lender must comply with the limitations and restrictions set forth in Section 12.04(a)(iv) .

“ Additional Refinancing Lender ” shall have the meaning set forth in Section 2.17 ; provided that if such Additional Refinancing Lender is an Affiliated Lender, such Additional Refinancing Lender must comply with the limitations and restrictions set forth in Section 12.04(a)(iv) .

“ Additional Real Property ” shall have the meaning set forth in Section 7.08(b) .

“ Additional Security Documents ” shall mean the documents granting to the Collateral Agent for the benefit of the Secured Parties security interests, if any, and Mortgages in such assets and Real Property of Holdings and such other Loan Party required to be pledged pursuant to the Loan Documents as are not covered by the original Security Documents.

“ Adjusted Net Worth ” shall have the meaning set forth in Section 9.09 .

“ Administrative Agent ” shall mean Jefferies, in its capacity as administrative agent for the Lenders hereunder and under the other Loan Documents, and shall include any successor to the Administrative Agent appointed pursuant to Section 11.09 .

“ Affiliate ” shall mean, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person; provided that for purposes of this Agreement, Jefferies LLC and its Affiliates shall be deemed to be Affiliates of Jefferies Finance LLC and its Affiliates. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“ Affiliate Transaction ” shall have the meaning set forth in Section 8.08 .

“ Affiliated Investment Fund ” shall mean an Affiliate of Oaktree Power Opportunities Fund IV (Delaware) Holdings, L.P. (other than Holdings, the Borrower or any of their respective Subsidiaries) that is a bona fide debt fund that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course of its business.

“ Affiliated Lender ” shall mean, at any time, any Lender (not a natural person) that is the Sponsor or an Affiliate thereof (including Affiliated Investment Funds) other than Holdings, the Borrower or any of their respective Subsidiaries.

“ Agent ” shall mean the Administrative Agent and Collateral Agent.

“ Aggregate Deficit Amount ” shall have the meaning set forth in Section 9.09 .

“ Aggregate Excess Amount ” shall have the meaning set forth in Section 9.09 .

“ Agreement ” shall mean this Credit and Guarantee Agreement, as modified, supplemented, amended, restated (including any amendment and restatement hereof), extended or renewed from time to time in accordance with the terms hereof.

“ Alternative Interest Rate Election Event ” shall have the meaning set forth in Section 2.11(f) .

“ Anti-Bribery Laws ” shall mean the U.S. Foreign Corrupt Practices Act of 1977, the U.S. Travel Act and all other similar laws applicable to Holdings or its subsidiaries.

“ Anti-Terrorism Law ” shall have the meaning set forth in Section 7.16(a) .

“ Applicable Discount Price ” shall have the meaning set forth in the definition of “Dutch Auction.”

“ Applicable Margin ” shall mean, at any date:

(a) with respect to Initial Term Loans and Delayed Draw Term Loans, initially, a percentage per annum equal to (i) for LIBOR Loans, 5.25% and (ii) for Base Rate Loans, 4.25%; and

(b) with respect to Revolving Loans or Swing Line Loans, initially, a percentage per annum equal to (i) for LIBOR Loans, 4.25% and (ii) for Base Rate Loans, 3.25%;

provided that from and after the first Business Day after the date on which the Administrative Agent shall have received the applicable financial statements and a Compliance Certificate pursuant to Section 7.02(b) calculating the First Lien Net Leverage Ratio in respect of the first Measurement Period ended after the Closing Date, the “Applicable Margin” for Initial Term Loans, Revolving Loans and Swing Line Loans shall be the applicable margin set forth below under the caption “LIBOR Margin” or “Base Rate Margin”, respectively, based upon the First Lien Net Leverage Ratio as of the last day of the most recent Measurement Period as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 7.02(b) :

No change in the Applicable Margin for the Loans shall be effective until one (1) Business Day after the date on which the Administrative Agent shall have received the applicable financial statements and a Compliance Certificate pursuant to Section 7.02(b) calculating the First Lien Net Leverage Ratio as of the last day of the applicable Measurement Period. At any time the Borrower has not submitted to the Administrative Agent the applicable information as and when required under Section 7.02(b) or at any time a Significant Event of Default has occurred and is continuing, the Applicable Margin shall be set at Pricing Level I. Within one (1) Business Day of receipt of the applicable information under Section 7.02(b) , the Administrative Agent shall give each Lender electronic or telephonic notice (confirmed in writing) of the Applicable Margin in effect from such date. In the event that any financial statement or certificate delivered pursuant to Section 7.02(b) is determined to be inaccurate and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “ Applicable Period ”) than the Applicable Margin applied for such Applicable Period, then (x) the Borrower shall promptly (and in any event within five (5) Business Days) following such determination deliver to the Administrative Agent correct financial statements and certificates required by Section 7.02(b) for such Applicable Period, (y) the Applicable Margin for such Applicable Period shall be determined as if the First Lien Net Leverage Ratio were determined based on the amounts set forth in such corrected financial statements and certificates and (z) the Borrower shall

promptly (and in any event within ten (10) Business Days) following delivery of such corrected financial statements and certificates pay to the Administrative Agent the accrued additional interest owing as a result of such increased Applicable Margin for such Applicable Period. The Applicable Margin with respect to any Class created after the Closing Date shall be as agreed with the respective Lenders (and notified to the Administrative Agent) at the time of the establishment thereof.

“ Applicable Other Indebtedness ” shall have the meaning set forth in Section 4.02(g) .

“ Applicable Prepayment Percentage ” shall mean with respect to a Repricing Transaction occurring on or prior to the date that is six months after the Closing Date, 1.00%, and thereafter, 0%.

“ Approved Fund ” shall have the meaning set forth in Section 12.04 .

“ Asset Sale ” shall mean any Disposition by Holdings or any of its Restricted Subsidiaries of property pursuant to Section 8.04(r) , (u) , (v) , or (ee) ; provided that (subject to the next proviso) there shall be excluded as an Asset Sale any Disposition otherwise described above that yields aggregate consideration to Holdings and its Subsidiaries (valued at the initial principal amount thereof in the case of non‑cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non‑cash proceeds) equal to or less than $2,500,000 with respect to any such single Disposition or series of related Dispositions (if such Disposition is part of a series of related Dispositions).

“ Asset Sale Sweep Percentage ” shall have the meaning set forth in Section 4.02(c) .

“ Assignee ” shall have the meaning set forth in Section 12.04(a)(i) .

“ Assignment and Assumption ” shall mean an assignment and assumption agreement, substantially in the form of Exhibit A or other form reasonably acceptable to the Administrative Agent or, in the case of the Revolving Facility, the Revolving Agent and the Administrative Agent.

“ Attributable Debt ” shall mean, in respect of a Sale Leaseback Transaction, at the time of determination, the present value of the obligation of the Loan Party that acquires, leases or licenses back the right to use all or a material portion of the subject property for net rental, license or other payments during the remaining term of the lease, license or other arrangement included in such Sale Leaseback Transaction including any period for which such lease, license or other arrangement has been extended or may, at the sole option of the other party (or parties) thereto, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

“ Auction Manager ” shall mean any financial institution or advisor agreed by the Borrower and Administrative Agent (whether or not an affiliate of Administrative Agent) to act as an arranger in connection with any repurchases pursuant to Section 12.04(a)(iii) or 12.04(a)(iv) .

“ Auction Purchase ” shall mean a purchase of Loans or Commitments pursuant to a Dutch Auction (x) in the case of a Permitted Auction Purchaser, in accordance with the provisions of Section 12.04(a)(iii) or (y) in the case of an Affiliated Lender, in accordance with the provisions of Section 12.04(a)(iv) .

“ Authorized Officer ” shall mean the chief executive officer, president, chief financial officer, any vice president, controller, treasurer or assistant treasurer, secretary or assistant secretary of a Loan Party or any of the other individuals designated in writing to the Administrative Agent by an existing Authorized Officer of a Loan Party as an authorized signatory of any certificate or other document to be delivered hereunder.

“ Auto-Extension Letter of Credit ” shall have the meaning set forth in Section 2.01(f)(iii)(B) .

“ Available Amount ” shall mean, at any time, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to the sum of (without duplication):

(a)      the greater of (i) $25,000,000 and (ii) 20% of Consolidated EBITDA on a Pro Forma Basis for the most recently completed Measurement Period, plus

(b)      50% of Consolidated Net Income for the period (treated as one accounting period) from the first day of the first Fiscal Quarter in which the Closing Date occurs to the end of the most recently completed Measurement Period (or, in the case such Consolidated Net Income is a deficit, minus 100% of such deficit), plus

(c)      (i) the cumulative amount of cash and Cash Equivalent proceeds (net of reasonable transaction costs associated with any of the events described in clauses (A) or (B) below) from (A) the issuance of Qualified Capital Stock of Holdings after the Closing Date and on or prior to such time (including upon exercise of warrants or options), and (B) contributions to the equity capital of Holdings after the Closing Date and on or prior to such time, (ii) the fair market value (as reasonably determined in good faith by Holdings) of marketable securities or other property contributed to the Qualified Capital Stock of Holdings or any Parent Company from and after the Closing Date from any Person other than a Restricted Subsidiary and (iii) the fair market value (as reasonably determined in good faith by Holdings) of the Qualified Capital Stock of Holdings or any Parent Company issued upon conversion of Indebtedness Incurred or Disqualified Capital Stock issued after the Closing Date of Holdings or any of its Restricted Subsidiaries owed to a Person other than a Loan Party or a Restricted Subsidiary of a Loan Party; provided, that in each case the proceeds of such transaction have been contributed as, or issued in exchange for, common equity to the capital of the Borrower; provided, further such amount shall not include (I) any such contribution by Holdings or any of its Subsidiaries, (II) Specified Equity Contributions, (III) issuances of Capital Stock applied pursuant to Section 8.05(d) or (IV) any amounts designated as Contribution Amounts and Not Otherwise Applied, plus

(d)      100% of the aggregate amount received by the Borrower and/or its Restricted Subsidiaries in cash and Cash Equivalents (after taking into account the payment of fees, costs or other transactions expenses relating thereto) from:

(i)          the sale (other than to Holdings or any such Restricted Subsidiary) of any Capital Stock of an Unrestricted Subsidiary, or

(ii)          any dividend or other distribution by an Unrestricted Subsidiary, or

(iii)          any interest, returns of principal, repayments and similar payments by such Unrestricted Subsidiary, plus

(e)      in the event any Unrestricted Subsidiary has been re-designated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Borrower or a Restricted Subsidiary, the fair market value (as determined in good faith by the board of directors of the Borrower) of the Investments of the Borrower and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such re designation, combination or transfer (or of the assets transferred or conveyed, as applicable), in each case to the extent such Investments (i) correspond to the designation of a Subsidiary as an Unrestricted Subsidiary pursuant to Section 7.11 , (ii) were originally made using the Available Amount pursuant to Section 8.06(q) and (iii) do not exceed the amount of such original Investment, plus

(f)      the aggregate Net Cash Proceeds received by the Borrower or any of its Restricted Subsidiaries after the Closing Date and on or prior to such time from the Disposition of any Investments made pursuant to Section 8.06(q) , up to a maximum amount of such original Investment, plus

(g)      the Net Cash Proceeds from returns, profits, distributions and similar amounts on Investments made pursuant to Section 8.06(q) actually received by the Borrower and its Restricted Subsidiaries in cash or Cash Equivalents after the Closing Date and on or prior to such time, up to a maximum amount of such original Investment, plus

(h)      the aggregate amount of Remaining Declined Proceeds Not Otherwise Applied on or prior to such time, plus

(i)      without duplication of clause (h), the aggregate amount of Net Cash Proceeds of any Asset Sale by Holdings or any of its Restricted Subsidiaries that is not required to be prepaid and is not otherwise reinvested in accordance with Section 4.02(c) , minus

(i)      any amount of the Available Amount used to make Investments pursuant to Section 8.06(q) after the Closing Date and prior to such time, minus

(j)      any amount of the Available Amount used to make Restricted Payments pursuant to Section 8.05(b) after the Closing Date and prior to such time, minus

(k)      the aggregate amount of Restricted Payments made pursuant to Section 8.05(k) after the Closing Date and prior to such time (without duplication of the reduction of the Available Amount pursuant to Section 8.05(l) ), minus

(l)      any amount of the Available Amount used to make payments or redemptions pursuant to Section 8.07(d) after the Closing Date and prior to such time, minus

(m)      any amount of the Available Amount used to make Investments in a Subsidiary following the re-designation of such Subsidiary from an Unrestricted Subsidiary into a Restricted Subsidiary or the merger, consolidation or amalgamation of such Unrestricted Subsidiary with or into, or transfers or conveyance of assets by such Unrestricted Subsidiary to, or the liquidation of such Unrestricted Subsidiary into, the Borrower or a Restricted Subsidiary in accordance with clause (e) above, if such Restricted Subsidiary is subsequently re designated as an Unrestricted Subsidiary (including the merger, consolidation or amalgamation thereof).

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

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

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

“ Base Rate ” shall mean, at any time, the higher of (i) the Prime Lending Rate at such time and (ii) 1/2 of 1% in excess of the overnight Federal Funds Rate at such time; provided , that to the extent the Base Rate would be less than zero, the Base Rate shall be deemed to be zero. Any change in the Base Rate due

to a change in the Prime Lending Rate or the Federal Funds Rate shall be effective as of the opening of business on the day of such change in the Prime Lending Rate or the Federal Funds Rate, respectively.

“ Base Rate Loan ” shall mean each Loan designated or deemed designated as such by the Borrower at the time of the incurrence thereof or conversion thereto.

“ Beneficial Ownership Certification ” shall mean a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

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

“ Board ” shall mean the Board of Governors of the Federal Reserve System of the United States (or any successor).

“ Bona Fide Lending Affiliate ” shall mean, with respect to any competitor of the Borrower or its Subsidiaries or any other Person identified in name pursuant to the definition of “Disqualified Lender”, a debt fund, investment vehicle, regulated bank entity or unregulated lending entity (in each case, other than a Person that is separately identified pursuant to clause (a) (to the extent identified prior to the Closing Date) or clause (b) of the definition of “Disqualified Lender”) that is (i) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business and (ii) managed, sponsored or advised by any Person that is controlling, controlled by or under common control with such competitor or other Person, as applicable, but only to the extent that no personnel involved with the investment in such competitor or other Person, as applicable, (x) makes (or has the right to make or participate with others in making) investment decisions for such entity or (y) has access to any information (other than information that is publicly available) relating to Holdings or the Borrower or any entity that forms a part of Holdings’ or the Borrower’s business (including Subsidiaries thereof).

“ Borrower ” shall have the meaning set forth in the preamble hereto.

“ Borrowing ” shall mean the borrowing of (i) one Loan of the same Class and Type, made or continued on the same date (or resulting from a conversion or conversions on such date) having in the case of LIBOR Loans, the same Interest Period or (ii) a Swing Line Loan; provided that Base Rate Loans incurred pursuant to Section 2.11(b) shall be considered part of the related Borrowing of LIBOR Loans.

“ Business Day ” shall mean (i) for all purposes other than as covered by clause (ii) below, any day except Saturday, Sunday and any day which shall be in the state of New York, a legal holiday or a day on which banking institutions are authorized or required by law or other government action to close and (ii) with respect to all notices and determinations in connection with, and payments of principal and interest on, LIBOR Loans, any day which is a Business Day described in clause (i) above and which is also a day for trading by and between banks in U.S. dollar deposits in the London interbank market.

“ Cancellation ” or “ Cancelled ” shall mean the cancellation, termination and forgiveness by Permitted Auction Purchaser of all Loans, Commitments and related Obligations acquired in connection with an Auction Purchase or other acquisition of Loans (including any Open Market Purchase), which cancellation shall be consummated as described in Section 12.04(a)(iii)(D) , the definition of “Dutch Auction” and the definition of “Eligible Assignee.”

“ Capital Lease Obligations ” shall mean, with respect to any Person for any period, all rental obligations of such Person which, under GAAP as calculated in accordance with Section 12.07 , are required to be capitalized on the books of such Person, in each case taken at the amount thereof accounted for as indebtedness in accordance with such principles.

“ Capital Stock ” shall mean any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation (including common stock and preferred stock), any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests (general and limited), and membership and limited liability company interests, and any and all warrants, rights or options to purchase any of the foregoing (but excluding any debt security that is exchangeable for or convertible into such capital stock).

“ Cash Collateralized ” shall have the meaning assigned to such term in the definition of “Letter of Credit Expiration Date”, and the terms “Cash Collateral,” “Cash Collateralize” and “Cash Collateralizing” shall have the meanings correlative thereto.

“ Cash Equivalents ” shall mean, as of any date of determination, (i) marketable securities (a) issued or directly and unconditionally guaranteed as to interest and principal by the United States or any agency or instrumentality thereof or (b) issued by any agency of the United States in each case maturing within thirteen months after such date; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within thirteen months after such date and having, at the time of the acquisition thereof, a rating of at least A‑2 from S&P or at least P‑2 from Moody’s; (iii) (a) commercial paper maturing no more than thirteen months from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A‑2 from S&P or at least P‑2 from Moody’s and (b) other corporate obligations maturing no more than thirteen months from the acquisition thereof and having, at the time of the acquisition thereof, a rating of at least AA from S&P or at least Aa2 from Moody’s; (iv) variable rate demand notes and auction rate securities maturing no more than thirteen months from the date of creation thereof; (v) certificates of deposit or bankers’ acceptances maturing within thirteen months after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (a) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000; and (vi) shares of any money market mutual fund that (a) has substantially all of its assets invested continuously in the types of investments referred to in clauses (i) and (ii) above, (b) has net assets of not less than $500,000,000 and (c) has the highest rating obtainable from either S&P or Moody’s and (vii) solely with respect to any Foreign Subsidiary, substantially similar investments to those outlined in clauses of (i) through (vi) above, of reasonably comparable credit quality (taking into account the jurisdiction where such Foreign Subsidiary conducts business) in any jurisdiction in which such Person conducts business (it being understood that such investments may be denominated in the currency of any jurisdiction in which such Person conducts business).

“ Cash Management Agreement ” shall mean any agreement for the provision of Cash Management Services.

“ Cash Management Obligations ” shall mean any and all obligations, including guarantees thereof, of any Loan Party to a bank or other financial institution providing Cash Management Services.

“ Cash Management Services ” shall mean (i) cash management services, including disbursement services, treasury, depository, overdraft, electronic funds transfer and other cash management arrangements and (ii) commercial credit or debit card and merchant card services, in each case, provided to any Loan Party by the Administrative Agent, a Lender or any of their respective Affiliates.

“ Certificated Securities ” shall have the meaning set forth in Section 5.19(a) .

“ Change in Tax Law ” shall mean the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law, treaty, regulation or rule (or in the official application or official interpretation of any law, treaty, regulation or rule, including a holding, judgment or order by a court of competent jurisdiction) relating to taxation.

“ Change of Control ” shall mean, at any time (a) any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934), other than the Permitted Holders, beneficially own, directly or indirectly, Capital Stock of Holdings representing more than 35% of the aggregate ordinary voting power of Holding’s Capital Stock and the percentage of the aggregate ordinary voting power represented by such Capital Stock beneficially owned, directly or indirectly, by such person or group exceeds the percentage of the aggregate ordinary voting power represented by Capital Stock of Holdings then beneficially owned by the Permitted Holders or (b) at any time, and for any reason, Holdings shall fail to own, directly or indirectly, 100% of the Capital Stock of the Borrower.

For purposes of this definition, including other defined terms used herein in connection with this definition and notwithstanding anything to the contrary in this definition or any provision of Section 13d-3 of the Securities Exchange Act of 1934, (i) “beneficial ownership” shall be as defined in Rules 13(d)-3 and 13(d)-5 under the Securities Exchange Act of 1934 (excluding any employee benefit plan of such Person and its subsidiaries, and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) and (ii) the phrase “person” or “group” is within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934.

“ Class ,” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Initial Term Loans, Delayed Draw Term Loans, Revolving Loans, Swing Line Loans, Incremental Term Loans, Incremental Revolving Loans, Other Term Loans, Other Revolving Loans, Extended Term Loans or Extended Revolving Loans; when used in reference to any Commitment, refers to whether such Commitment is an Initial Term Loan Commitment, Delayed Draw Term Loan Commitment, Revolving Commitment, Commitment with respect to any Incremental Term Facility, Extended Revolving Commitments, Other Term Commitment or Other Revolving Commitment; and when used in reference to any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class. Incremental Term Loans, Extended Term Loans and Other Term Loans (together with the respective Commitments in respect thereof) shall, at the election of the Borrower, be construed to be in different Classes. Incremental Revolving Loans, Extended Revolving Loans and Other Revolving Loans (together with the respective Commitments in respect thereof) shall, at the election of the Borrower, be construed to be in different Classes. For the avoidance of doubt, (x) after a Delayed Draw Funding Date, the Initial Term Loans and the Delayed Draw Term Loans that have been funded hereunder shall be treated as a single Class under this Agreement for all purposes and (y) the Initial Term Loan Commitment and Delayed Draw Term Loan Commitment shall be treated as a single Class for all purposes under this Agreement.

“ Closing Date ” shall have the meaning set forth in Section 12.10 .

“ Closing Date Acquisition ” shall have the meaning set forth in the recitals hereto.

“ Closing Date Acquisition Agreement ” shall have the meaning set forth in the recitals hereto.

“ Closing Date Refinancing ” shall mean the refinancing, repayment or redemption, as applicable, in full of (i) that certain Credit Agreement, dated as of March 26, 2018, by and among Wind Merger Sub I, Inc., IEA Energy Services LLC, the guarantors party thereto, Bank of America, N.A., as administrative agent, and the other lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time) and (ii) each of (y) that certain Loan and Security Agreement, dated as of January 27, 2015, by and among

the parties thereto as borrowers, the financial institutions party thereto as lenders and SJC DLF II-E, LLC as agent and (z) that certain Loan and Security Agreement, dated as of January 27, 2015, by and among the Target as initial borrower, the financial institutions party thereto as lenders and LBC Credit Partners II, L.P. as agent (as amended, restated, supplemented or otherwise modified from time to time), the termination or release of all commitments and guarantees in respect thereof and the termination of any and all liens on the assets of the Loan Parties securing the foregoing obligations, in each case, on or prior to the Closing Date.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time and the regulations promulgated and rulings issued thereunder.

“ Collateral ” shall mean all property and assets (whether real or personal) with respect to which any security interests have been granted (or purported to be granted) pursuant to any Security Document; provided that the Collateral shall not include any Excluded Assets.

“ Collateral Agent ” shall mean Jefferies, in its capacity as collateral agent for the Secured Parties under the Loan Documents, together with its permitted successors and assigns.

“ Commercial Letter of Credit ” shall mean any documentary letter of credit or similar instrument.

“ Commitment ” shall mean, for each Lender, the sum of its Revolving Commitment and/or Term Loan Commitment and, if applicable, any commitment with respect to an Incremental Term Facility, Other Term Commitment, any commitment with respect to an Incremental Revolving Facility, Other Revolving Commitment or any other commitments created pursuant to an Extension or any combination thereof.

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

“ Commonly Controlled Entity ” shall mean a person or an entity, whether or not incorporated, that is part of a group that includes Holdings or the Borrower and that is treated as a single employer under Sections 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes relating to Section 412 of the Code).

“ Compliance Certificate ” shall mean a certificate duly executed by an Authorized Officer substantially in the form of Exhibit B .

“ Consolidated Amortization Expense ” shall mean, for any period, the amortization expense of Holdings and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (including accelerated amortization from the write-off or write-down of tangible or intangible assets (other than the write-down of current assets) including capitalized software and organizational costs).

“ Consolidated Capital Expenditures ” shall mean, as of any date for the applicable period then ended, all capital expenditures of Holdings and its Restricted Subsidiaries on a consolidated basis for such period, as determined in accordance with GAAP.

“ Consolidated Current Assets ” shall mean, at any date, all amounts (other than (a) cash and Cash Equivalents, (b) any tax assets, (c) any deferred tax assets, (d) deferred bank fees, (e) derivative financial instruments and (f) the effects of any purchase accounting adjustments) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of Holdings and its Restricted Subsidiaries at such date.

“ Consolidated Current Liabilities ” shall mean, at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of Holdings and its Restricted Subsidiaries at such date, but excluding, without duplication, (a) the current portion of any Funded Debt of Holdings and its Restricted Subsidiaries, (b) all Indebtedness consisting of the Loans and other long term liabilities permitted to be Incurred pursuant to this Agreement and accrued interest thereon to the extent otherwise included therein, (c) the current portion of interest, (d) accruals for current or deferred taxes based on income or profits, (e) accruals of any costs or expenses relating to restructuring reserves, (f) derivative financial instruments, (g) current liabilities consisting of deferred revenue and (h) the effects of any purchase accounting adjustments.

“ Consolidated Depreciation Expense ” shall mean, for any period, the depreciation expense of Holdings and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (including accelerated depreciation from the write-off or write-down of tangible or intangible assets (other than the write-down of current assets) including capitalized software and organizational costs).

“ Consolidated EBITDA ” shall mean, at any date of determination, an amount equal to Consolidated Net Income of Holdings and its Restricted Subsidiaries on a consolidated basis for the most recently completed Measurement Period, plus

(a)      the following (without duplication) to the extent deducted and not added back or excluded in calculating Consolidated Net Income (other than with respect to clause (a)(xv) and (a)(xx) below) for the most recently completed Measurement Period:

(i)      Consolidated Interest Expense;

(ii)      the provision for federal, state, local and foreign income Taxes, taxes on profit or capital, including, without limitation, state franchise and similar taxes, and foreign withholding taxes (and, without duplication, any dividends or other distributions made pursuant to Section 8.05(g)(ii) to the extent the amount so distributed correlates (on a dollar-for-dollar basis) with amounts that reduced Consolidated Net Income during such period);

(iii)      Consolidated Amortization Expense;

(iv)      Consolidated Depreciation Expense;

(v)      all non‑cash charges, expenses, items and losses, including, without limitation (A) non‑cash items for any management equity plan, supplemental executive retirement plan or stock option plan, warrants or other type of compensatory plan for the benefit of officers, directors or employees, (B) non‑cash restructuring charges or non‑cash reserves in connection with the Closing Date Acquisition or in connection with any Permitted Acquisition or similar Investment under Section 8.06 consummated after the Closing Date, (C) all non‑cash losses (minus any non‑cash gains) from Dispositions (but for clarity excluding write‑offs or write‑downs of inventory), (D) any non‑cash purchase or recapitalization accounting adjustments, (E) non‑cash losses (minus any non‑cash gains) with respect to Swap Agreements, (F) non‑cash charges attributable to any post‑employment benefits offered to former employees, (G) non‑cash asset impairments (but for clarity excluding impairments of inventory) and (H) the non‑cash effects of purchase accounting or similar adjustments required or permitted by GAAP in connection with the Closing Date Acquisition or any Permitted Acquisitions or similar Investments permitted under Section 8.06 ;

(vi)      other accruals, payments, costs, fees and expenses (including rationalization, legal, third party consulting, tax, structuring, transition and other costs, fees and expenses) incurred in connection with (i)

Acquisitions prior to the Closing Date (including, but not limited to charges and losses on account of purchase price adjustments and earn-out payments), (ii) the Transactions, or (iii) Permitted Acquisitions (including, but not limited to, charges and losses on account of purchase price adjustments and earn-out payments), Investments, Dispositions, consolidations, recapitalizations, restructurings, equity issuances and financings (including any amendments, waivers, other modifications, repayments or any incurrence thereof) after the Closing Date, whether or not consummated;

(vii)      indemnification amounts and reasonable out‑of‑pocket expenses paid in cash or accrued (plus any indemnification amounts and reasonable out‑of‑pocket expenses accrued in any prior period but not added back in any such prior period) and all other fees, costs, compensation and other expenses of the board of directors of the Loan Parties (or any direct or indirect parent company thereof);

(viii)      compensation expenses resulting from (i) the repurchase of equity interests of Holdings from employees, directors or consultants of Holdings or any of its Restricted Subsidiaries, in each case, to the extent permitted by this Agreement, (ii) to the extent such expenses are non-cash, any management equity plan or stock option plan, warrants or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, and (iii) payments to employees, directors or officers of Holdings and its Restricted Subsidiaries paid in connection with Restricted Payments that are otherwise permitted hereunder to the extent such payments are not made in lieu of, or a substitution for, ordinary salary or ordinary payroll payments,

(ix)      cash proceeds of business interruption insurance to the extent such proceeds are received by Holdings or any Restricted Subsidiary during such period or Holdings or any Restricted Subsidiary reasonably expects such proceeds will be received by Holdings or any Restricted Subsidiary in a subsequent period; provided that amounts included in Consolidated EBITDA that were reasonably expected to be received and not yet received shall not also be included in Consolidated EBITDA when and to the extent they are actually received,

(x)      charges, losses or expenses to the extent indemnified, insured or reimbursed by a third-party to the extent such indemnification, insurance or reimbursement is actually received in cash for such period (or reasonably expected to be so paid or reimbursed in a subsequent period);

(xi)      (i) extraordinary, unusual or non‑recurring charges, expenses or losses and (ii) restructuring costs, integration costs, business optimization expenses or costs (including charges related to the implementation of cost-savings initiatives, operating expense reductions and other similar initiatives), reserve, retention, recruiting, relocation and signing bonuses and expenses, stock option and other equity-based compensation expenses, contract termination costs, severance costs, transaction fees and expenses, including, without limitation, any one time expense relating to the implementation of operational and reporting systems and technology initiatives, enhanced accounting function or other transaction costs, including those associated with becoming a standalone entity or a public company; provided , that the aggregate amount pursuant to this clause (xi)(ii), together with amounts in clause (xv) below, shall not, in any consecutive four Fiscal Quarter period exceed 25% of Consolidated EBITDA (determined after giving effect to the adjustments in this clause (xi)(ii) and clause (xv) below for such period);

(xii)      (A) any net gain or loss from disposed or discontinued operations (and any costs and expenses related to such disposal or discontinuation) and (B) gains, losses, charges and expenses attributable to asset Dispositions or the sale or other disposition of any Capital Stock of any Person other than in the ordinary course of business;

(xiii)      fees, costs and expenses associated with litigation and any settlements thereof;

(xiv)      (A) retention, contract termination, recruiting, relocation, severance, reduction in work force and signing bonuses and expenses and (B) one-time costs related to enhanced accounting functions associated with becoming a public company;

(xv)      the amount of cost savings, operating expense reductions, workforce reductions, other operating improvements and other initiatives and synergies or operational changes (net of the amount of actual amounts realized) that are (A) projected by the Borrower in good faith to be reasonably anticipated to be realizable within twenty four (24) months after the date the Specified Transaction is initiated or a plan for realization thereof shall have been established, and (B) related to a Specified Transaction, in each case, which will be added to Consolidated EBITDA as so projected or determined until fully realized and calculated on a Pro Forma Basis as though such cost savings, operating expense reductions, other operating improvements and initiatives and synergies had been realized on the first day of such period; provided , that the aggregate amount pursuant to this clause (xv), together with amounts in clause (xi)(ii) above, shall not, in any consecutive four Fiscal Quarter period exceed 25% of Consolidated EBITDA (determined after giving effect to the adjustments in this clause (xv) and clause (xi)(ii) above for such period);

(xvi)      gains and losses due solely to fluctuations in currency values and the related tax effects determined in accordance with GAAP for such period and any unrealized exchange, translation or performance losses relating to any foreign currency hedging transactions for such period;

(xvii)      unrealized losses with respect to obligations under Swap Agreements designed to provide protections against fluctuations in interest rates or embedded derivatives that require similar accounting treatment and any costs, expenses or fees in connection with the entry into or execution of Swap Agreements;

(xviii)      losses resulting from the early extinguishment of debt;

(xix)      (i) royalty expenses and (ii) bonuses to members of management of the Acquired Business, in each case, prior to the Closing Date;

(xx)      other adjustments (including projected cost savings, operating expense reductions, other operating improvements and initiatives and synergies) consistent with Article 11 of Regulation S-X promulgated under the Securities Exchange Act of 1934 and as interpreted by the staff of the Securities and Exchange Commission (or any successor agency), or as set forth or of the type set forth in each of the Sponsor Model or the quality of earnings report delivered to the Lead Arrangers prior to the Closing Date, and

(xxi) for any entity, division, operation or line of business commenced or started within the twelve (12) months prior to the last day of the Measurement Period, the amount by which expenses exceed revenues in an amount not to exceed $7,500,000 in the aggregate for such period,

minus

(b)      the following (without duplication) to the extent included in calculating such Consolidated Net Income for the most recently completed Measurement Period, without duplication:

(i)      federal, state, local and foreign income tax credits;

(ii)      non‑cash items increasing Consolidated Net Income (in each case of or by Holdings and its Restricted Subsidiaries for such Measurement Period) (excluding any such non cash item to the extent it represents the reversal of an accrual or reserve for potential cash item which reduced Consolidated EBITDA in any prior period) (other than the accrual of revenue in the ordinary course);

(iii)      any gain from extraordinary, unusual or non‑recurring items;

(iv)      any aggregate net gain from the sale of property (other than accounts and inventory (as defined in the applicable UCC)) out of the ordinary course of business by such Person;

(v)      any other non‑cash gain;

(vi)      any gains due solely to fluctuations in currency values and the related tax effects determined in accordance with GAAP for such period and any exchange, translation or performance gains relating to any foreign currency hedging transactions for such period; and

(vii)      any addition to Consolidated EBITDA from the immediately preceding four Fiscal Quarter period in respect of expenses that were expected to be reimbursed pursuant to a written contract or insurance policy that were not so reimbursed within 365 days of such period or which contract or pursuant to an insurance policy has been disclaimed by the unaffiliated third party that is a party thereto.

Notwithstanding the foregoing or anything herein to the contrary, it is understood and agreed that, for all purposes hereunder and under any other Loan Document, Consolidated EBITDA for the Fiscal Quarter ended (i) September 30, 2017 shall be deemed to be $37,964,000 (or, if the Specified Acquisition has been consummated, $45,396,000), (ii) December 31, 2017 shall be deemed to be $24,241,000 (or, if the Specified Acquisition has been consummated, $30,887,000), (iii) March 31, 2018 shall be deemed to be $6,944,000 (or, if the Specified Acquisition has been consummated, $8,670,000), and (iv) June 30, 2018 shall be deemed to be $30,179,000 (or, if the Specified Acquisition has been consummated, Consolidated EBITDA shall be deemed to be $36,247,000, reflecting the sum of (a) Consolidated EBITDA for the Fiscal Quarter ended June 30, 2018 for Holdings and its Subsidiaries prior to the consummation of the Specified Acquisition and (b) Consolidated EBITDA for the months ended April 30, 2018 and May 31, 2018 for the target which is the subject of the Specified Acquisition); provided that Consolidated EBITDA may be further adjusted with respect to the foregoing periods in accordance with the definition of Pro Forma Basis or to give effect to any addbacks pursuant to clause (a)(xiv) above.

“ Consolidated Interest Expense ” shall mean, without duplication, for any Measurement Period, the result of (a) the sum of (i) all interest, premium payments, debt discount, fees, charges and related expenses in connection with Indebtedness for borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, including, without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Agreements (but excluding any unrealized costs and losses) and (ii) the portion of rent expense with respect to such period under Capital Lease Obligations that is treated as interest in accordance with GAAP, minus (b) the sum of (i) consolidated net gains of such Person and its Subsidiaries under Swap Agreements (but excluding any unrealized gains) and (ii) consolidated interest income, in each case of or by Holdings and its Restricted Subsidiaries for the most recently completed Measurement Period, all as determined on a consolidated basis in accordance with GAAP.

“ Consolidated Net Income ” shall mean, as of any date of determination, with respect to Holdings and its Subsidiaries, for any Measurement Period, the net income (or loss) of Holdings and its Subsidiaries for such Measurement Period, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from the calculation of Consolidated Net Income (a) except as otherwise provided in the Loan Documents with respect to calculations to be made on a pro forma basis, the net income (or loss) of any other Person accrued prior to the date it became a Subsidiary of, or was merged or consolidated into, such Person or any of such Person’s Subsidiaries, (b) the net income (or loss) of any Person that is an

Unrestricted Subsidiary or in which such Person has a minority ownership interest, except to the extent any such income has actually been received by such Person in the form of cash dividends or distributions, (c) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income and (d) the income (or loss) attributable to the early extinguishment of Indebtedness.

“ Consolidated Total Assets ” shall mean, as of any date of determination, the total property and assets in each case of Holdings and its Restricted Subsidiaries as at the end of the most recently ended Fiscal Quarter of Holdings for which financial statements have been made available (or were required to be made available) pursuant to Section 6.01(e) , Section 7.01(a) or Section 7.01(b) , determined on a consolidated basis in conformity with GAAP.

“ Consolidated Total Debt ” shall mean, at any date, an amount equal to the aggregate principal amount (or, if higher, the par value or stated face amount (other than with respect to zero coupon Indebtedness)) of all Indebtedness for borrowed money of Holdings and its Restricted Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP, but excluding (i) any liabilities referred to in clause (g) of the definition of “Indebtedness”, (ii) the undrawn portion of any letters of credit, bankers’ acceptances, surety bonds or similar arrangements, and (iii) any Guarantee Obligations in respect of any such liabilities described in the preceding clauses (i) and (ii) .

“ Consolidated Working Capital ” shall mean, at any date, Consolidated Current Assets on such date less Consolidated Current Liabilities on such date.

“ Consolidated Working Capital Adjustment ” shall mean, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than (in which case the Consolidated Working Capital Adjustment will be a negative number)) Consolidated Working Capital as of the end of such period. For purposes of calculating Consolidated Working Capital for any period in which a Permitted Acquisition or similar Investment permitted hereunder occurs, the “consolidated current assets” and “consolidated current liabilities” of any Person acquired in such Permitted Acquisition or such similar Investment (determined on a basis consistent with the corresponding definitions herein, with appropriate reference changes) as of the date such Permitted Acquisition or such similar Investment is consummated shall be included in such calculation only from and after the date of the consummation of such Permitted Acquisition or such similar Investment.

“ Contractual Obligation ” shall mean, with respect to any Person, any provision of any agreement, instrument or other undertaking (other than a Loan Document, document evidence Permitted Incremental Equivalent Debt or any document evidencing any Permitted Refinancing thereof) to which such Person is a party or by which it or any of its property is bound.

“ Contribution Amounts ” shall mean the Net Cash Proceeds of cash contributions Not Otherwise Applied (other than (x) Specified Equity Contributions and (y) from the issuance of Disqualified Capital Stock or contributions by Holdings or any Restricted Subsidiary) made to the capital of Holdings (which Net Cash Proceeds are in turn contributed to the Borrower in the form of common equity) after the Closing Date (whether through the issuance or sale of Qualified Capital Stock or otherwise).

“ Contribution Indebtedness ” shall mean Indebtedness of any Loan Party so long as the aggregate principal amount of all such Indebtedness Incurred by such Loan Party shall not exceed the aggregate Contribution Amount at the time of such Incurrence; provided that such Contribution Indebtedness (i) is not guaranteed by any Person other than the Borrower and the Subsidiary Guarantors, (ii) is Incurred within 180 days after the making of the related Contribution Amount and (iii) is so designated as Contribution

Indebtedness pursuant to a certificate of an Authorized Officer of the Borrower delivered to the Administrative Agent on the date of Incurrence thereof.

“ Contribution Percentage ” shall have the meaning set forth in Section 9.09 .

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

“ Controlled Investment Affiliate ” shall mean, as to any Person, any other Person which directly or indirectly is in Control of, is Controlled by, or is under common Control with, such Person and is organized by such Person (or any person Controlling such person) primarily for making equity or debt investments, directly or indirectly, in Holdings or other portfolio companies of such Person.

“ Credit Agreement Refinancing Indebtedness ” shall mean Other Term Loans or Other Revolving Commitments (including the corresponding Other Revolving Loans incurred pursuant to such Other Revolving Commitments) obtained pursuant to a Refinancing Amendment, in each case, issued, incurred or obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or in part, any or all Classes of then existing Term Loans, Revolving Loans or Revolving Commitments (in each case (including any successive Credit Agreement Refinancing Indebtedness) (the “ Refinanced Debt ”); provided that (x) such Credit Agreement Refinancing Indebtedness (including, if such Credit Agreement Refinancing Indebtedness includes any Other Revolving Commitments, such Other Revolving Commitments) is in an original aggregate principal amount not greater than the aggregate principal amount of the Refinanced Debt (including, in the case of Refinanced Debt consisting, in whole or in part, of Revolving Commitments or Other Revolving Commitments, the amount thereof) plus any Term Loans and/or Revolving Commitments plus other Indebtedness that could otherwise be incurred under Section 2.15 (subject to the conditions to such incurrence set forth in Section 2.15 ) or Section 8.01(d) (subject to the conditions to such incurrence set forth in Section 8.01(d) ) or as Permitted Incremental Equivalent Debt (subject to the conditions to the incurrence of Permitted Incremental Equivalent Debt), plus premiums and accrued and unpaid interest, fees and expenses in respect thereof plus other reasonable costs, fees and expenses (including upfront fees and original issue discount) incurred in connection with such Credit Agreement Refinancing Indebtedness, (y) such Credit Agreement Refinancing Indebtedness does not mature prior to the maturity date of and, except in the case of Other Revolving Commitments, has a Weighted Average Life to Maturity equal to or longer than the Weighted Average Life to Maturity at such time of the corresponding Class of Credit Agreement Refinancing Indebtedness (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of a prepayment of the applicable Refinanced Debt), and (z) such Refinanced Debt shall be repaid, defeased or satisfied and discharged, and all accrued and unpaid interest, fees then due and premiums (if any) in connection therewith shall be paid substantially contemporaneously with the incurrence of the Credit Agreement Refinancing Indebtedness. For the avoidance of doubt, (x) Credit Agreement Refinancing Indebtedness shall be subject to the requirements set forth in Section 2.17 , and (y) to the extent that such Credit Agreement Refinancing Indebtedness consists, in whole or in part, of (i) Revolving Commitments or Other Revolving Commitments, such Revolving Commitments or Other Revolving Commitments or (ii) Revolving Loans, Other Revolving Loans or Swing Line Loans, the corresponding Revolving Commitments or Other Revolving Commitments, in each case, shall be terminated, and all accrued fees in connection therewith shall be paid substantially contemporaneously with the incurrence of the Credit Agreement Refinancing Indebtedness.

“ Credit Extension ” shall have the meaning set forth in Section 6.02 .

“ Cure Period ” shall have the meaning set forth in Section 10.04(a) .

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

“ Declined Proceeds ” shall have the meaning set forth in Section 4.02(h) .

“ Default ” shall mean any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

“ Defaulting Lender ” shall mean any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded by it hereunder unless such Lender notifies Administrative Agent, the Revolving Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the Revolving Agent, the Issuing Bank, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two (2) Business Days of the date when due, (b) has notified the Borrower, the Issuing Bank, the Swing Line Lender, the Revolving Agent or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent, the Revolving Agent, the Issuing Bank or the Borrower, to confirm in writing to Administrative Agent, the Revolving Agent, the Issuing Bank or the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent, the Revolving Agent, the Issuing Bank and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law or Undisclosed Administration, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent or the Revolving Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender as of the date established therefor by the Administrative Agent or the Revolving Agent, as applicable, in a written notice of such determination, which shall be delivered by the Administrative Agent or Revolving Agent, as applicable, to the Borrower, the Issuing Bank, the Swing Line Lender and each other Lender promptly following such determination.

“ Delayed Draw Funding Date ” shall mean the date on which Delayed Draw Term Loans are made and the conditions set forth in Section 6.03 are satisfied on such date.

“ Delayed Draw Term Loan ” shall mean the Loans made by the Lenders with Delayed Draw Term Loan Commitments to the Borrower pursuant to Section 2.01(b) .

“ Delayed Draw Term Loan Commitment ” shall mean, with respect to any Lender, its obligation to make Delayed Draw Term Loans to the Borrower on the Delayed Draw Funding Date pursuant to Section 2.01(b) in an aggregate amount set forth opposite such Lender’s name on Schedule I. The aggregate amount of the Delayed Draw Term Loan Commitments on the Closing Date is $75,000,000.00.

“ Delayed Draw Term Note ” shall have the meaning set forth in Section 2.06(a) .

“ Delayed Draw Termination Date ” shall mean the earlier to occur of (a) the date on which the Delayed Draw Term Loan Commitments have been fully drawn and reduced to zero in accordance with Section 2.01(b) and (b) December 25, 2018.

“ Delayed Draw Ticking Fee ” shall have the meaning set forth in Section 3.01(c) .

“ Designated Non-Cash Consideration ” shall mean the fair market value (as determined in good faith by the Borrower) of non-cash consideration received by the Borrower or one of its Restricted Subsidiaries in connection with a Disposition made pursuant to Section 8.04(r) that is designated as “Designated Non‑Cash Consideration” on the date received pursuant to a certificate of an Authorized Officer of the Borrower delivered to the Administrative Agent (with the amount of Designated Non‑Cash Consideration in respect of any Disposition being reduced for purposes of Section 8.04(r) to the extent the Borrower or any Restricted Subsidiary converts the same to cash or Cash Equivalents within 180 days following the consummation of the applicable Disposition).

“ Disposition ” shall mean, with respect to any property (including, without limitation, Capital Stock of the Borrower or any of its Restricted Subsidiaries), any sale, Sale Leaseback Transactions, assignment, conveyance, transfer or other disposition thereof (including by merger or consolidation or amalgamation and excluding the granting of a Lien permitted hereunder) and any issuance of Capital Stock of Holdings’ Restricted Subsidiaries. The terms “ Dispose ” and “ Disposed of ” shall have correlative meanings. For the avoidance of doubt, the terms Disposition, Dispose and Disposed of do not refer to the issuance, sale or transfer of Capital Stock by Holdings.

“ Disqualified Capital Stock ” shall mean any Capital Stock which, by its terms (or by the terms of any security or other Capital Stock into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Capital Stock), pursuant to a sinking fund obligation or otherwise (except as a result of a change in control or asset sale so long as any right of the holders thereof upon the occurrence of a change in control or asset sale event shall be exercisable only after the prior repayment in full of the Obligations), in each case, prior to the date that is ninety‑one days after the Latest Maturity Date at the time of issuance of the respective Capital Stock, (b) is redeemable at the option of the holder thereof (other than solely for Qualified Capital Stock), in whole or in part, prior to the date that is ninety‑one days after the Latest Maturity Date at the time of issuance of the respective Capital Stock, except as a result of a change in control or an asset sale or, in case of Capital Stock issued to an employee or director of Holdings or a Restricted Subsidiary, the death, disability, retirement, severance or termination of employment or service of such holder, in each case so long as any such right of the holder is exercisable only after the prior repayment in full of the Obligations, (c) requires the payment of any cash dividend or any other scheduled cash payment, in each case, prior to the date that is ninety‑one days after the Latest Maturity Date at the time of issuance of the respective Capital Stock, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Capital Stock that would constitute Disqualified Capital Stock, in each case, prior to the date that is ninety‑one days after the

Latest Maturity Date at the time of issuance of the respective Capital Stock; provided that if such Capital Stock is issued pursuant to any plan for the benefit of employees of Holdings or its Restricted Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by Holdings or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations. The amount of Disqualified Capital Stock deemed to be outstanding at any time for purposes of this Agreement will be the maximum amount that Holdings and its Restricted Subsidiaries may become obligated to pay upon maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Capital Stock or portion thereof, plus accrued dividends.

“ Disqualified Lender ” shall mean (a) any financial institution or other Person identified by name in writing, prior to the date of the Fee Letter, by the Borrower to the Administrative Agent as not constituting an “Eligible Assignee” and any Subsidiary or Affiliate thereof reasonably identifiable on the basis of its name as a Subsidiary or Affiliate of a Disqualified Lender and (b) any competitor of the Borrower or its Subsidiaries identified by name in writing by the Borrower to the Administrative Agent from time to time and any Subsidiary or Affiliate thereof reasonably identifiable on the basis of its name as a Subsidiary or Affiliate of a Disqualified Lender (other than any Affiliates of a Disqualified Lender that are Bona Fide Lending Affiliates). The Borrower may from time to time update the list of Disqualified Lenders provided to the Administrative Agent prior to the date hereof to include competitors or Affiliates of competitors (in each case other than Affiliates that are Bona Fide Lending Affiliates); provided that such updates shall not apply retroactively to disqualify parties that have previously acquired an assignment or participation interest in the Loans and Commitments.

“ Division/Series Transaction ”: with respect to any Loan Party and/or any of its Subsidiaries that is a limited liability company organized under the laws of the State of Delaware, that any such Person (a) divides into two or more Persons (whether or not the original Loan Party or Subsidiary thereof survives such division) or (b) creates, or reorganizes into, one or more series, in each case, as contemplated under the laws of the State of Delaware.

“ Dollars ” and the sign “ $ ” shall each mean freely transferable lawful money of the United States.

“ Domestic Subsidiary ” shall mean, with respect to any Person, any Subsidiary of such Person incorporated or organized in the United States, any State thereof or the District of Columbia.

“ Dutch Auction ” shall mean one or more purchases (each, a “ Purchase ”) by a Permitted Auction Purchaser or an Affiliated Lender (either, a “ Purchaser ”) of Loans; provided that, each such Purchase is made on the following basis:

(a)      (i) the Purchaser will notify the Auction Manager in writing (a “ Purchase Notice ”) (and the Administrative Agent will deliver such Purchase Notice to each relevant Lenders) that such Purchaser wishes to make an offer to purchase from (x) each Lender with respect to any Class or Tranche of Loans, in an aggregate principal amount as is specified by such Purchaser (the “ Loan Purchase Amount ”) with respect to each applicable Class and/or Tranche, subject to a range or minimum discount to par expressed as a price at which range or price such Purchaser would consummate the Purchase (the “ Offer Price ”) of such Loans to be purchased (it being understood that different Offer Prices and/or Loan Purchase Amounts, as applicable, may be offered with respect to different Classes and/or Tranches of Term Loans and, in such an event, each such offer will be treated as a separate offer pursuant to the terms of this definition); provided that the Purchase Notice shall specify that each Return Bid (as defined below) must be submitted by a date and time to be specified in the Purchase Notice, which date shall be no earlier than the second Business Day following the date of the Purchase Notice and no later than the fifth Business Day following the date of the Purchase Notice (or such other time as the Auction Manager shall agree); and (ii) the Loan Purchase Amount specified in

each Purchase Notice delivered by such Purchaser to the Auction Manager shall not be less than $5,000,000 in the aggregate;

(b)      such Purchaser will allow each Lender holding the Class and/or Tranche of Loans subject to the Purchase Notice to submit a notice of participation (each, a “ Return Bid ”) which shall specify (i) one or more discounts to par of such Lender’s Class and/or Tranche or Classes and/or Tranches of Loans subject to the Purchase Notice expressed as a price (each, an “ Acceptable Price ”) (but in no event will any such Acceptable Price be greater than the highest Offer Price for the Purchase subject to such Purchase Notice) and (ii) the principal amount of such Lender’s Class and Tranches of Loans at which such Lender is willing to permit a purchase of all or a portion of its Loans to occur at each such Acceptable Price (the “ Reply Amount ”);

(c)      based on the Acceptable Prices and Reply Amounts of the Loans as are specified by the Lenders, the Auction Manager in consultation with such Purchaser, will determine the lowest purchase price (the “ Applicable Discount Price ”) within the range of the Offer Price for such Purchase that would allow the Purchaser to complete the Purchase by purchasing the full Loan Purchase Amount (or such lesser amount of Loans for which the Purchaser has received a Qualifying Loan (as defined below);

(d)      such Purchaser shall purchase Loans from each Lender whose Return Bid is equal to or less than the Applicable Discount Price (each, a “ Qualifying Loan ” and such Lenders being referred to as “ Qualifying Lenders ”), subject to clauses (e) , (f) , (g) and (h) below. All Qualifying Loans (including multiple component Qualifying Loans contained in a single Return Bid) received at an Acceptable Price lower than the Applicable Discount Price will be purchased at such applicable Acceptable Price and shall not be subject to proration;

(e)      if the aggregate principal amount of all Qualifying Loans submitted in any Purchase would exceed the remaining Loan Purchase Amount (after deducting all Loans to be purchased at prices below the Applicable Discount Price) such Purchaser shall purchase Qualifying Loans at the Applicable Discount Price ratably based on the aggregate principal amounts of all such Qualifying Loans tendered by each such Qualifying Lender in an aggregate amount necessary to complete the purchase of the Loan Purchase Amount;

(f)      the Purchase shall be consummated pursuant to and in accordance with Section 12.04 and, to the extent not otherwise provided herein, shall otherwise be consummated pursuant to procedures (including as to timing, rounding and minimum amounts, Interest Periods, and other notices by such Purchaser) reasonably acceptable to the Auction Manager and Purchaser ( provided that, subject to the proviso of subsection (g) of this definition, such Purchase shall be required to be consummated no later than ten Business Days after the time that Return Bids are required to be submitted by Lenders pursuant to the applicable Purchase Notice (the “ Expiration Date ”); provided , that such Expiration Date may be extended for a period not exceeding three Business Days upon notice by the Purchaser to the Auction Manager not less than 24 hours before the original Expiration Date);

(g)      upon submission by a Lender of a Qualifying Bid (defined below), subject to the foregoing clauses (e) and (f) , such Lender will be irrevocably obligated to sell the entirety or its pro rata portion (as applicable pursuant to clause (e) above) of the Reply Amount at the Applicable Discount Price plus accrued and unpaid interest through the date of purchase to such Purchaser pursuant to Section 12.04 and as otherwise provided herein; provided that as long as no Return Bids which contains an Acceptable Price that is equal to or less than the Applicable Discount Price have been submitted (a “ Qualifying Bid ”), each Purchaser may rescind its Purchase Notice by notice to the Auction Manager; and

(h)      purchases by a Permitted Auction Purchaser of Qualifying Loans shall result in the immediate Cancellation of such Qualifying Loans.

“ ECF Percentage ” shall mean 50%; provided that the ECF Percentage shall be reduced to (i) 25% if the First Lien Net Leverage Ratio as of the last day of the respective Excess Cash Flow Period is less than or equal to 1.31:1.00 (or 1.58:1.00 if the Specified Acquisition has been consummated) but greater than 0.81:1.00 (or 1.08:1.00 if the Specified Acquisition has been consummated) and (ii) 0% if the First Lien Net Leverage Ratio as of the last day of the respective Excess Cash Flow Period is less than or equal to 0.81:1.00 (or 1.08:1.00 if the Specified Acquisition has been consummated).

“ EEA Financial Institution ” shall mean (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

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

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

“ Eligible Assignee ” shall mean (a) any Lender, any Affiliate of a Lender and any Approved Fund (any two or more Approved Funds with respect to a particular Lender being treated as a single Eligible Assignee for all purposes hereof), and (b) any commercial bank, insurance company, financial institution, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act); provided that “Eligible Assignee” shall (x) include Permitted Auction Purchasers, subject to the provisions of Section 12.04(a)(iii) , but solely to the extent that any such Person purchases or acquires Loans and effects a Cancellation immediately upon such contribution, purchase or acquisition and (y) include Affiliated Investment Funds and Affiliated Lenders, subject to the limitations set forth in the provisions of Section 12.04(a)(iv) and (z) exclude (i) any natural person, or the Sponsor, the Borrower, or any of Holdings or the Sponsor’s or the Borrower’s Affiliates (in each case except as set forth in clauses (x) or (y) above) and (ii) any Disqualified Lender.

“ Embargoed Person ” shall have the meaning set forth in Section 7.16(c) .

“ Environmental Claims ” shall mean any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations and/or proceedings relating to any noncompliance with, or liability arising under, Environmental Law or any permit issued by any Governmental Authority under any Environmental Law (hereafter, “ Claims ”), including, without limitation, (a) any and all Claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial or other corrective actions or damages pursuant to any Environmental Law, and (b) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief arising out of or relating to an alleged injury or threat of injury to human health and safety with respect to exposure to, or the environment due to the presence of, Materials of Environmental Concern.

“ Environmental Laws ” shall mean any and all applicable foreign, federal, state, local or municipal Requirements of Law, including common law, concerning Materials of Environmental Concern, human health

and safety with respect to exposure to Materials of Environmental Concern, pollution, or protection or restoration of the environment.

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

“ ERISA Event ” shall mean (a) a Reportable Event with respect to a Single Employer Plan; (b) the withdrawal of the Borrower or any Commonly Controlled Entity from a Plan subject to Section 4063 of ERISA during a plan year in which such entity was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any Commonly Controlled Entity from a Multiemployer Plan; (d) the filing of a notice of intent to terminate, the treatment of a Single Employer Plan or Multiemployer Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Single Employer Plan or Multiemployer Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Single Employer Plan; (g) the determination that any Single Employer Plan or Multiemployer Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any Commonly Controlled Entity; or (i) a failure by the Borrower or any Commonly Controlled Entity to make any required contribution to a Single Employer Plan or Multiemployer Plan.

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

“ Event of Default ” shall have the meaning set forth in Section 10.01 .

“ Excess Cash Flow ” shall mean, for any Excess Cash Flow Period, an amount (not less than zero) equal to the excess, if any, of

(a)      the sum, without duplication, of

(i)      Consolidated Net Income for such Excess Cash Flow Period;

(ii)      the amount of all non‑cash charges (such as depreciation, amortization, and impairment) deducted in arriving at such Consolidated Net Income;

(iii)      the Consolidated Working Capital Adjustment for such Excess Cash Flow Period;

(iv)      the aggregate net amount of non-cash losses on the Disposition of property by Holdings and its Restricted Subsidiaries during such Excess Cash Flow Period (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income;

(v)      the amount of tax expense in excess of the amount of taxes paid in cash during such Excess Cash Flow Period to the extent such tax expense was deducted in determining Consolidated Net Income for such period;

(vi)      the amount of expenses in respect of pension and other post-employment benefits in excess of the amount of pension and other post-employment benefits paid in cash during such Excess Cash Flow

Period to the extent such expenses in respect of pension and other post-employment benefits were deducted in determining Consolidated Net Income for such period;

(vii)      the amount of cash receipts in respect of Swap Agreements during such Excess Cash Flow Period to the extent not included in determining Consolidated Net Income for such period; minus

(b)      the sum, without duplication, of

(i)      the amount of all non‑cash gains or credits included in arriving at such Consolidated Net Income;

(ii)      the aggregate amount actually paid by Holdings and its Restricted Subsidiaries in cash on account of Consolidated Capital Expenditures, other than to the extent financed with proceeds from Indebtedness (other than a revolving line of credit) or equity during such Excess Cash Flow Period;

(iii)      the aggregate amount actually paid by Holdings and its Restricted Subsidiaries in cash on account of Permitted Acquisitions (including on account of earn-out payment obligations in connection with Permitted Acquisitions) (other than to the extent financed with proceeds of Indebtedness (other than revolving lines of credit) or equity) during such Excess Cash Flow Period;

(iv)      the aggregate amount of all regularly scheduled principal amortization payments of Funded Debt (including the Term Loans) made in respect of such Excess Cash Flow Period (including payments in respect of Capital Lease Obligations to the extent not deducted in the calculation of Consolidated Net Income) (other than (x) prepayments described in Section 4.02(b) and (y) repayments to the extent financed with Indebtedness (other than revolving lines of credit) or equity);

(v)      the aggregate net amount of gains on the Disposition of property (including any Sale Leaseback Transaction permitted under Section 8.09 ) by Holdings and its Restricted Subsidiaries during such Excess Cash Flow Period (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income;

(vi)      (A) the aggregate amount of all Investments made in cash during such Excess Cash Flow Period pursuant to clauses (d) , (e) , (w) and (hh) of Section 8.06 (other than (x) intercompany Investments among or between Holdings and its Restricted Subsidiaries and (y) to the extent financed with Indebtedness (other than revolving lines of credit) or equity) or (B) the aggregate amount reasonably expected by Holdings or any of its Restricted Subsidiaries during such Excess Cash Flow Period to be paid in cash on account of the consummation of Investments pursuant to clauses (d) , (e) , (w) and (hh) of Section 8.06 (other than intercompany Investments among or between Holdings and its Restricted Subsidiaries), in each case, prior to the date on which a prepayment of Term Loans would be required pursuant to Section 4.02(b) with respect to such Excess Cash Flow Period (but not actually paid during such Excess Cash Flow Period); provided that (x) if any amounts on account of such Investments are deducted from Excess Cash Flow during such Excess Cash Flow Period pursuant to (B) above, such amount shall be added to the Excess Cash Flow for the immediately succeeding Excess Cash Flow Period if (I) the amount is not actually paid in cash or such Investment in respect of such payment is not actually consummated, in either case, prior to the date on which a prepayment of Term Loans would be required pursuant to Section 4.02(b) with respect to such Excess Cash Flow Period or (II) the amount paid is financed with Indebtedness (other than revolving lines of credit) or equity and (y) to the extent clause (x) is not applicable, no deduction shall be taken in the immediately succeeding Excess Cash Flow Period when such amounts deducted pursuant to clause (B) are actually paid;

(vii)      (A) the amount of taxes paid in cash during such Excess Cash Flow Period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period and (B) the amount of taxes accrued for such period that have not been paid but are payable within 180 days after the end of such period ( provided that (i) such amount was not deducted from Excess Cash Flow in any prior Excess Cash Flow Period and (ii) to the extent the amount of taxes paid during such period is less than the amount subtracted for such Excess Cash Flow Period under this clause (vii)(B) , the amount of such shortfall shall be added to Excess Cash Flow for the succeeding Excess Cash Flow Period);

(viii)      Restricted Payments made in cash by Holdings during such Excess Cash Flow Period under clauses (d) (other than Restricted Payments made in reliance on clause (y) in the second proviso therein), (e) , (f) , (g) , (l) and (o) of Section 8.05 (other than to the extent financed with Indebtedness (other than revolving lines of credit) or equity), in each case, to the extent not deducted in arriving at such Consolidated Net Income;

(ix)      the aggregate amount of all principal prepayments or repurchases of Indebtedness (other than (x) prepayments or repurchases of the Loans made during such Excess Cash Flow Period (except for any prepayment in connection with a Disposition that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase), (y) to the extent such prepayments or repurchases are financed with Indebtedness (other than revolving lines of credit) or equity), and (z) in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder;

(x)      the aggregate amount of any premium, make‑whole or penalty payments actually paid in cash by Holdings and its Restricted Subsidiaries during such Excess Cash Flow Period that are required to be made in connection with any prepayment or satisfaction and discharge of Indebtedness (other than to the extent financed with Indebtedness (other than revolving lines of credit) or equity) to the extent that the amount so prepaid, satisfied or discharged has not already been deducted (whether in determining Consolidated Net Income or otherwise) in determining Excess Cash Flow for that, or any prior, Excess Cash Flow Period;

(xi)      cash payments made in satisfaction of non‑current liabilities (excluding payments of Indebtedness) (other than to the extent financed with Indebtedness (other than revolving lines of credit) or equity) to the extent such non‑current liability has not already been deducted (whether in determining Consolidated Net Income or otherwise) in determining Excess Cash Flow for that, or any prior, Excess Cash Flow Period;

(xii)      to the extent not deducted in arriving at Consolidated Net Income, fees, expenses and purchase price adjustments incurred in connection with the Transactions, or, to the extent permitted hereunder, any Investment permitted under Section 8.06 and any equity issuance or debt issuance, in each case (whether or not consummated), to the extent paid in cash by Holdings or any of its Restricted Subsidiaries during such Excess Cash Flow Period;

(xiii)      the amount of pension and other post-employment benefits paid in cash during such Excess Cash Flow Period to the extent such payments exceed the amount of expenses in respect to pension and other post-employment benefits deducted in determining Consolidated Net Income for such period;

(xiv)      the amount of cash expenditures in respect of Swap Agreements during such Excess Cash Flow Period to the extent not deducted in determining Consolidated Net Income for such period;

(xv)      to the extent included in clause (a) of this definition, the Excess Cash Flow of any Foreign Subsidiary or non‑wholly owned Subsidiary that is not distributed, repatriated or otherwise returned to Holdings or a Wholly Owned Domestic Subsidiary of Holdings during such Excess Cash Flow Period but

only to the extent that such distribution, repatriation or otherwise would reasonably be expected to result in adverse tax consequences that are not de minimis to Holdings or such Wholly Owned Domestic Subsidiary of Holdings as reasonably determined by the Borrower;

(xvi)      the aggregate amount of expenditures actually made by Holdings and its Restricted Subsidiaries in cash during such period to the extent that such expenditures are not expensed during such period;

(xvii)    any payment of cash (not constituting Consolidated Capital Expenditures, payments in respective Permitted Acquisitions or similar Investments) made during such Excess Cash Flow Period, other than to the extent financed with proceeds from Indebtedness (other than a revolving line of credit) or equity during such Excess Cash Flow Period, to be amortized or expensed over a future Excess Cash Flow Period and recorded as a long-term asset;

(xviii)  reimbursable or insured expenses incurred for such Excess Cash Flow Period to the extent that such reimbursement has not yet been received and to the extent not deducted in arriving at such Consolidated Net Income; and

(xix) without duplication of amounts deducted from Excess Cash Flow in prior periods, (1) the aggregate consideration required to be paid in cash by Holdings or any of the Restricted Subsidiaries pursuant to binding contracts or commitments (the “ Contract Consideration ”), in each case, entered into prior to or during such period and (2) the aggregate amount of cash that is reasonably expected to be paid in respect of planned cash expenditures by Holdings or any of the Restricted Subsidiaries (the “ Planned Expenditures ”), in the case of each of clauses (1) and (2), relating to Consolidated Capital Expenditures, Permitted Acquisitions and similar Investments (other than intercompany Investments) to be consummated or made, or planned to be made, during the period of four consecutive Fiscal Quarters of Holdings following the end of such period (other than to the extent (1) financed with proceeds from Indebtedness (other than a revolving line of credit) or equity or (2) deducted from the amount of Term Loans required to be prepaid in respect of the preceding Excess Cash Flow Period pursuant to Section 4.02(b)(ii)(z) ); provided , that to the extent the aggregate amount of cash actually utilized to finance such Consolidated Capital Expenditures, Permitted Acquisitions or Investments during such period of four consecutive Fiscal Quarters is less than the Contract Consideration or Planned Expenditures, as the case may be, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive Fiscal Quarters.

For the purposes of calculating Excess Cash Flow for any Excess Cash Flow Period, Consolidated Net Income shall not be calculated on a Pro Forma Basis and the Consolidated Net Income of a target of any Permitted Acquisition or any similar Investment permitted under Section 8.06 shall be included in such calculation only from and after the date of the consummation of such Permitted Acquisition or such Investment.

“ Excess Cash Flow Application Date ” shall have the meaning set forth in Section 4.02(b) .

“ Excess Cash Flow Period ” shall mean, with respect to any Excess Cash Flow Application Date, the immediately preceding Fiscal Year, commencing with the Fiscal Year ending December 31, 2019.

“ Excluded Accounts ” shall mean payroll accounts, employee benefit accounts, withholding tax and other fiduciary accounts, escrow accounts in respect of arrangements with non-affiliated third parties, worker’s compensation, customs accounts, trust and tax withholding which are funded by the Loan Parties in the ordinary course of business or as required by any Requirement of Law and cash collateral accounts subject to Liens permitted under the Loan Documents.

“ Excluded Assets ” shall mean (i) any fee‑owned Real Property with a fair market value of less than $1,000,000 and all Real Property constituting Leaseholds, (ii) (a) any motor vehicles, airplanes and other assets subject to certificates of title and (b) any letter of credit rights (other than letter of credit rights a security interest in which can be perfected by the filing of a UCC financing statement) or commercial tort claims, in each case, with a value of less than $1,000,000 (iii) any assets in which the grant of a pledge or security interest is prohibited by law, rule, regulation or would reasonably be expected to result in an adverse tax consequence that is not de minimis (as determined in good faith by the Borrower in consultation with Collateral Agent), (iv) Capital Stock or interests (a) in any entity that is not a Wholly Owned Subsidiary (including, for the avoidance of doubt, joint ventures) if the granting of a security interest in such Capital Stock would be prohibited by the Organizational Documents of such entity or otherwise require third party (other than Holdings or any of its Subsidiaries) consent (after giving effect to the applicable anti-assignment provisions of the UCC, the Bankruptcy Code or other applicable law), (b) that is voting Capital Stock of any Excluded Foreign Subsidiary described in clause (i) of the definition of Excluded Foreign Subsidiary in excess of 65% of the total outstanding voting Capital Stock of such Excluded Foreign Subsidiary, (c) of any Excluded Foreign Subsidiary described in clauses (ii) and (iii) of the definition of Excluded Foreign Subsidiary, (d) of any Unrestricted Subsidiary, (e) of any Immaterial Subsidiary, (f) of any Subsidiary of the type described in clauses (v) , (viii) and (ix) of the first parenthetical in the definition of “Subsidiary Guarantor” and (g) that is Margin Stock, except in the case of clause (e) above, a security interest therein can be perfected by the filing of a Uniform Commercial Code financing statement, (v) any assets of any Excluded Foreign Subsidiary, (vi) any governmental licenses or state or local franchises, charter and authorization, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby, (vii) assets in circumstances where the Administrative Agent and the Borrower reasonably agree that the cost of obtaining or perfecting a security interest in such assets is excessive in relation to the benefit to the Lenders of the security to be afforded thereby, (viii) licenses, instruments, leases and agreements or any property subject to such license, instrument, lease or agreement to the extent, and so long as, such a grant of security interest therein or pledge thereof would (a) violate or invalidate the terms of such license, instrument, lease or agreement or create a right of termination in favor of any other party thereto (other than a Loan Party) or otherwise require consent thereunder (after giving effect to the applicable anti-assignment provisions of the UCC, the Bankruptcy Code or other applicable law), other than the proceeds thereof, the assignment of which is expressly deemed effective under the UCC or other applicable law notwithstanding such prohibition) or (b) violate any law, rule or regulation, but only to the extent, and for so long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC, Bankruptcy Code or any other requirement of law, (ix) any property or assets subject to a Lien with respect to any purchase money Indebtedness or Capital Lease Obligations permitted under the Loan Documents if the grant of a security interest therein would violate, invalidate or create a right of a right of termination in favor of any other party (other than a Loan Party) pursuant to the contract, agreement or document to which such Lien is granted, (x) any “intent-to-use” application for registration of a Trademark (as defined in the Security Agreement) filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law, (xi) any foreign Intellectual Property and (xii) any Excluded Accounts; provided that (I) notwithstanding the above, Excluded Assets shall not include any Capital Stock of a Loan Party (other than Holdings) and (II) in the case of clause (vi) , such exclusion shall not apply (a) to the extent the prohibition is ineffective under applicable anti‑nonassignment provisions of the UCC or other law or (b) to proceeds and receivables of the assets referred to in such clause, the assignment of which is expressly deemed effective under applicable anti‑nonassignment provisions of the UCC or other law notwithstanding such prohibition.

“ Excluded Foreign Subsidiary ” shall mean any (i) FSHCO, (ii) Subsidiary, the Capital Stock of which is directly or indirectly owned by any Excluded Foreign Subsidiary, and (iii) Subsidiary that is a controlled foreign corporation within the meaning of Section 957 of the Code.

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

“ Excluded Taxes ” shall mean, with respect to the Administrative Agent, the Revolving Agent, any Lender or any other recipient (including, for the avoidance of doubt, an Assignee or Participant) of any payment to be made by or on behalf of the Borrower or any Guarantor hereunder and under any Note, (i) any Tax imposed on or measured by its net income or net profits, and any franchise taxes imposed on it (in lieu of net income taxes), in each case imposed pursuant to the laws of the jurisdiction (or any subdivision thereof or therein) in which it is organized or in which it has its principal office or applicable lending office, or with which it otherwise has or had a connection (other than a connection resulting solely from the Loan Documents), (ii) any branch profits taxes or any similar tax imposed by any other jurisdiction in which the Borrower or any Guarantor is located, (iii) any withholding Tax imposed under FATCA, (iv) any United States federal withholding tax imposed under the law applicable as of the date such Person becomes a party hereto (other than pursuant to an assignment request by the Borrower under Section 2.14) or designates a new lending office (other than a change of lending office pursuant to Section 2.13 ), except in each case to the extent that its assignor was entitled, at the time of such assignment, or a Lender was entitled, immediately before it changed its lending office, to receive additional or indemnified amounts from the Borrower or Guarantor with respect to such Tax pursuant to Section 4.04(a), and (v) any tax that is attributable to such Person’s failure, inability or ineligibility at any time during which it is a party to this Agreement to deliver the IRS forms and other documentation described in Sections 4.04(b) , (c) , or (d) (and the Non-Bank Certificate, as applicable), except to the extent that such failure, inability or ineligibility is due to a Change in Tax Law occurring after the date on which it became a party to this Agreement or designates a new lending office.

“ Executive Order ” shall have the meaning set forth in Section 5.21(b)(i) .

“ Extended Revolving Commitment ” shall have the meaning given to that term in Section 2.16(a)(i) .

“ Extended Revolving Loans ” shall have the meaning given to that term in Section 2.16(a)(i) .

“ Extended Term Loans ” shall have the meaning given to that term in Section 2.16(a)(ii) .

“ Extending Revolving Loan Lender ” shall have the meaning given to that term in Section 2.16(a)(i) .

“ Extending Term Lender ” shall have the meaning given to that term in Section 2.16(a)(ii) .

“ Extension ” shall have the meaning set forth in Section 2.16(a) .

“ Extension Amendment ” shall have the meaning set forth in Section 2.16(c) .

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

“ Federal Funds Rate ” shall mean, for any period, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by the Administrative Agent.

“ Fee Letter ” shall mean that certain confidential Amended and Restated Fee Letter, dated September 12, 2018, by and between the Lead Arrangers and the Borrower.

“ Fees ” shall mean all amounts payable pursuant to or referred to in Section 3.01 .

“ First Lien Net Leverage Ratio ” shall mean, as of any date of determination, the ratio of (a) the excess of (i) Consolidated Total Debt that, as at such date, is secured by a Lien on any asset of property of Holdings or any of its Restricted Subsidiaries that is not expressly subordinated to the lien securing the Obligations over (ii) Net Cash as at such date, to (b) Consolidated EBITDA, calculated on a Pro Forma Basis, for the most recently completed Measurement Period.

“ Fiscal Quarter ” shall mean any fiscal quarter of any Fiscal Year, as determined in accordance with the fiscal accounting calendar of the Loan Parties.

“ Fiscal Year ” shall mean any period of twelve consecutive months ending in December of any calendar year on the Sunday closest to December 31st of such calendar year; provided that if the Fiscal Year of Holdings is changed in accordance with provisions of Section 8.10 , “Fiscal Year” shall thereafter mean the respective fiscal year of Holdings as so changed.

“ Fixed Incremental Amount ” shall have the meaning set forth in the definition of Maximum Incremental Term Facilities Amount.

“ Flood Laws ” shall mean, collectively, (i) the National Flood Insurance Act of 1968, (ii) the Flood Disaster Protection Act of 1973, (iii) the National Flood Insurance Reform Act of 1994, (iv) the Flood Insurance Reform Act of 2004, and (v) the Biggert - Waters Flood Insurance Reform Act of 2012, each as now or hereafter in effect or any successor statute thereto, and together with all statutory and regulatory provisions consolidating, amending, replacing, supplementing, implementing or interpreting any of the foregoing, as amended or modified from time to time.

“ Foreign Asset Sale ” shall have the meaning set forth in Section 4.02(j) .

“ Foreign Lender ” shall have the meaning set forth in Section 4.04(b) .

“ Foreign Subsidiary ” shall mean any Subsidiary of a Loan Party that is not a Domestic Subsidiary.

“ Free and Clear Incremental Amount ” shall have the meaning set forth in the definition of Maximum Incremental Term Facilities Amount.

“ Fronting Fee ” shall have the meaning set forth in Section 3.01(f) .

“ FSHCO ” shall mean any entity that (i) is directly owned by Holdings, the Borrower or any Domestic Subsidiary of Holdings or the Borrower and (ii) has no material assets other than Capital Stock and, if any, Indebtedness of one or more FSHCOs, Foreign Subsidiaries or controlled foreign corporations within the meaning of Section 957 of the Code.

“ Funded Debt ” shall mean, with respect to any Person, all Indebtedness of such Person for borrowed money that matures more than one year from the date of its creation or matures within one year from such date but is renewable or extendible, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including all current maturities and current sinking fund payments in respect of such Indebtedness whether or not required to be paid within one year from the date of its creation and, in the case of the Borrower, shall in any event include all Indebtedness in respect of the Loans and any Permitted Incremental Equivalent Debt.

“ GAAP ” shall mean generally accepted accounting principles in the United States as in effect from time to time, consistently applied (or, for Foreign Subsidiaries that are Restricted Subsidiaries, in conformity with generally accepted accounting principles that are applicable in their respective jurisdiction of organization).

“ Governmental Approval ” shall mean any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

“ Governmental Authority ” shall mean the government of the United States, any other nation or any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank).

“ Guarantee ” shall have the meaning set forth in Section 9.02 .

“ Guarantee Obligation ” shall mean, as to any Person (the “ guaranteeing person ”), any obligation, including a reimbursement, counterindemnity or similar obligation, of the guaranteeing person that guarantees or in effect guarantees, or which is given to induce the creation of a separate obligation by another Person (including any bank under any letter of credit) that guarantees or in effect guarantees, any Indebtedness (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary

obligation or (d) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include (v) any Excluded Swap Obligations, (w) endorsements of instruments for deposit or collection in the ordinary course of business, (x) customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets or Capital Stock permitted under this Agreement, (y) product warranties given in the ordinary course of business or (z) ordinary course performance guarantees by Holdings or any of its Subsidiaries of the obligations (other than for the payment of Indebtedness) of Holdings or any of its Subsidiaries. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith; provided that, in the case of any Guarantee Obligations where the recourse to such Person for such Indebtedness is limited to the assets subject to the Lien granted to secure such Indebtedness, then the amount of any Guarantee Obligation of any guaranteeing person shall be the lesser of (A) the amount of the Indebtedness secured by such Lien and (B) the value of the assets subject to such Lien.

“ Guaranteed Obligations ” shall have the meaning set forth in Section 9.01 .

“ Guarantor Joinder Agreement ” shall mean an agreement substantially in the form of Exhibit D .

“ Guarantors ” shall mean, collectively, Holdings, Intermediate Holdings, the Subsidiary Guarantors and, in the case of Guaranteed Obligations incurred directly by Holdings, Intermediate Holdings or any Subsidiary Guarantor, the Borrower.

“ Holdings ” shall have the meaning set forth in the preamble hereto.

“ Immaterial Subsidiary ” shall mean each Restricted Subsidiary of the Borrower (i) which, as of the most recent Fiscal Quarter of Holdings, for the period of four consecutive Fiscal Quarters then ended, for which financial statements have been (or were required to be) delivered pursuant to Section 7.01 , contributed less than 5.0% of consolidated gross revenues of Holdings and its Restricted Subsidiaries for such period or (ii) which had assets with a net book value of less than 5.0% of the Consolidated Total Assets as of such date; provided that, if as of the last day of any Fiscal Quarter (tested at the time of delivery of the relevant financial statements) the aggregate amount of consolidated gross revenues of Holdings and its Restricted Subsidiaries or Consolidated Total Assets attributable to all Restricted Subsidiaries that are Immaterial Subsidiaries exceeds 5.0% of consolidated gross revenues of Holdings and its Restricted Subsidiaries for any such period or 5.0% of Consolidated Total Assets as of the end of any such Fiscal Quarter, the Borrower (or, in the event the Borrower has failed to do so within 20 Business Days, the Administrative Agent) shall designate sufficient Restricted Subsidiaries as no longer being Immaterial Subsidiaries to eliminate such excess, and such designated Restricted Subsidiaries shall no longer constitute Immaterial Subsidiaries under this Agreement; provided , however, that no Restricted Subsidiary of the Borrower shall be an “Immaterial Subsidiary” if such Restricted Subsidiary is not an “Immaterial Subsidiary” (or comparable term) for purposes of the documents governing Indebtedness incurred pursuant to Section 8.01(d) or any Permitted Incremental Equivalent Debt Documents.

“ Incremental Amendment ” shall have the meaning set forth in Section 2.15(c) .

“ Incremental Facility ” shall have the meaning set forth in Section 2.15(a) .

“ Incremental Loans ” shall mean the Incremental Term Loans and Incremental Revolving Loans.

“ Incremental Maturity Exception ” shall have the meaning set forth in Section 2.15(b) .

“ Incremental Revolving Facility ” shall have the meaning set forth in Section 2.15(a) .

“ Incremental Revolving Loan Maturity Date ” shall mean the date on which an Incremental Revolving Loan matures as set forth on the Incremental Amendment relating to such Incremental Revolving Loan.

“ Incremental Revolving Loans ” shall have the meaning set forth in Section 2.15(a) .

“ Incremental Term Facility ” shall have the meaning set forth in Section 2.15(a) .

“ Incremental Term Loan Maturity Date ” shall mean the date on which an Incremental Term Loan matures as set forth on the Incremental Amendment relating to such Incremental Term Loan.

“ Incremental Term Loans ” shall have the meaning set forth in Section 2.15(a) .

“ Incur ” shall mean issue, assume, enter into any Guarantee of, incur or otherwise become liable for; and the terms “ Incurs ,” “ Incurred ” and “ Incurrence ” shall have a correlative meaning; provided that (i) any Indebtedness or Capital Stock of any of Holdings or its Restricted Subsidiaries existing on the Closing Date (after giving effect to the Transactions) shall be deemed to be Incurred by Holdings or such Restricted Subsidiary, as the case may be, on the Closing Date and (ii) any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary. Accrual of interest, the accretion of accreted value, the payment of interest in the form of additional Indebtedness, and the payment of dividends on Capital Stock constituting Indebtedness in the form of additional shares of the same class of Capital Stock, will not be deemed to be an Incurrence of Indebtedness. Any Indebtedness issued at a discount (including Indebtedness on which interest is payable through the issuance of additional Indebtedness) shall be deemed Incurred at the time of original issuance of the Indebtedness at the initial accreted amount thereof.

“ Indebtedness ” shall mean, with respect to any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services which purchase is (i) due more than six months from the date of incurrence of the obligation in respect thereof unless being contested in good faith or (ii) evidenced by a note or similar written instrument, (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capital Lease Obligations and all Synthetic Lease Obligations of such Person (excluding, for the avoidance of doubt, lease payments under operating leases), (f) all outstanding obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements (except to the extent such obligations are cash collateralized), (g) all indebtedness of such Person created or arising under any Swap Agreement, (h) all obligations of such Person (including the stated liquidation preference) with respect to Disqualified Capital Stock, (i) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (h) above and (j) all obligations (excluding prepaid interest thereon) of the kind referred to in clauses (a) through (i) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise,

to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, but only to the extent of the lowest of (i) the fair market value of such property subject to such Lien and (ii) the amount of Indebtedness secured by such Lien and (iii) all net obligations of such Person on a mark‑to‑market basis in respect of Swap Agreements. Notwithstanding the foregoing or anything else herein to the contrary, “Indebtedness” shall not include (i) trade accounts payable, deferred revenues, liabilities associated with customer prepayments and deposits and any such obligations incurred under ERISA, and other accrued obligations (including transfer pricing), in each case incurred in the ordinary course of business, (ii) obligations or liabilities of any Person in respect of any of its Qualified Capital Stock nor the obligations of any Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations would be required to be classified and accounted for as an operating lease under GAAP as existing on the Closing Date (whether or not such lease exists on the Closing Date or hereafter arises), (iii) the preferred Capital Stock issued pursuant to the Certificate of Designations of Series A Preferred Stock of Holdings, (iv) customary obligations under employment agreements and deferred compensation, (v) deferred tax liabilities, (vi) purchase price adjustments, earn‑outs and any sums for which such Person is obligated pursuant to noncompetition arrangements entered into in connection with any Acquisition (including Permitted Acquisitions) until such obligations shall become earned, due and payable, (vii) royalty payments made in the ordinary course of business in respect of exclusive and non‑exclusive licenses, (viii) any accruals for (A) payroll and (B) other non‑interest bearing (or accreting) liabilities (which have been or will be expensed) accrued in the ordinary course of business, (ix) employee commitments, (x) accrued licensing fees and owed under licenses or sublicenses (including Intellectual Property licenses and sublicenses), (xi) deferred rent obligations in respect of real property leases incurred in the ordinary course of business and (xii) intercompany liabilities arising from their cash management, tax, and accounting operations and intercompany loans, advances or Indebtedness having a term not exceeding 364 days (inclusive of any rollover or extensions of terms) and made in the ordinary course of business.

“ Indemnified Person ” shall have the meaning set forth in Section 12.01 .

“ Indemnified Taxes ” shall mean Taxes imposed on or in respect of any payment made by or on account of any Loan Document, other than Excluded Taxes.

“ Initial Mortgaged Property ” shall have the meaning set forth in Section 7.08(b) .

“ Initial Rejection Notice Deadline ” shall have the meaning set forth in Section 4.02(h) .

“ Initial Revolving Commitment ” shall mean, for each Lender, the amount set forth opposite such Lender’s name in Schedule I directly below the column entitled “Initial Revolving Commitment” as terminated or increased in accordance with the terms hereof. The aggregate amount of the Initial Revolving Commitments as of the Closing Date is $50,000,000.

“ Initial Revolving Facility ” shall have the meaning set forth in the recitals hereto.

“ Initial Revolving Loan ” shall have the meaning set forth in Section 2.01(c) .

“ Initial Revolving Loan Maturity Date ” shall mean September 25, 2023.

“ Initial Term Loan ” shall mean a Loan made by Lenders to the Borrower pursuant to Section 2.01(a) .

“ Initial Term Loan Commitment ” shall mean, for each Lender, the amount set forth opposite such Lender’s name in Schedule I directly below the column entitled “Initial Term Loan Commitment” as

terminated in accordance with the terms hereof. The aggregate amount of the Initial Term Loan Commitments as of the Closing Date is $200,000,000.

“ Initial Term Loan Maturity Date ” shall mean September 25, 2024.

“ Insolvency ” shall mean, with respect to any Multiemployer Plan, the condition that such Multiemployer Plan is insolvent within the meaning of Section 4245 of ERISA.

“ Insolvent ” shall mean pertaining to a condition of Insolvency.

“ Intellectual Property ” shall mean all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws, including all copyrights, trademarks, and service marks, including all associated goodwill, in each case whether registered or applied for with a Governmental Authority, patents, technology, know‑how and processes, trade secrets, and any trade dress including logos, designs, and other indicia of origin, internet domain names, intangible rights in software and databases not otherwise included in the foregoing, but not including any of the foregoing in the public domain. Intellectual Property includes all issuances, registrations and applications relating to any of the foregoing.

“ Intercompany Note ” shall mean a promissory note evidencing intercompany Indebtedness, duly executed and delivered substantially in the form of Exhibit M (or such other form as shall be reasonably satisfactory to the Administrative Agent), with blanks completed in conformity herewith.

“ Intercreditor Agreement ” shall mean a Pari Passu Intercreditor Agreement or a Junior Lien Intercreditor Agreement, as the context may require.

“ Interest Determination Date ” shall mean, with respect to any LIBOR Loan, the second Business Day prior to the commencement of any Interest Period relating to such LIBOR Loan, as the case may be.

“ Interest Period ” shall have the meaning set forth in Section 2.10 .

“ Interest Rate Protection Agreement ” shall mean any interest rate swap agreement, interest rate cap agreement, interest collar agreement, interest rate hedging agreement or other similar agreement or arrangement.

“ Intermediate Holdings ” shall have the meaning set forth in the preamble hereto.

“ Investments ” shall have the meaning set forth in Section 8.06 . For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment and net of actual cash dividends or other payments received by the Person making such Investment on account of such Investment.

“ Investor ” shall mean (i) the Sponsor and certain other investors designated by the Sponsor on or before the Closing Date, (ii) any Controlled Investment Affiliate of any of any Person identified in clause (i) above, (iii) any managing director, general partner, limited partner, director, officer or employee of any Person identified in clause (i) above or any of their respective Affiliates (collectively, the “ Investor Associates ”), (iv) the heirs, executors, administrators, testamentary trustees, legatees or beneficiaries of any Investor Associate and (v) any trust, the beneficiaries of which, or a corporation or partnership, the stockholders or partners of which, include only an Investor Associate, his or her spouse, parents, siblings, members of his or her immediate family (including adopted children and step children) and/or direct lineal descendants.

“ IRS ” shall mean the U.S. Internal Revenue Service.

“ Issuing Bank ” shall mean, as the context may require, (a) any Lender that (i) has customary operational capacity to issue or arrange to be issued Letters of Credit, (ii) is reasonably acceptable to the Borrower and the other Revolving Lenders and (iii) agrees to issue Letters of Credit hereunder, in each case with respect to Letters of Credit issued by it; (b) any other Lender that may become an Issuing Bank pursuant to Sections 2.01(f)(x) and 2.01(e)(xi) with respect to Letters of Credit issued by such Lender; and/or (c) collectively, all of the foregoing. Any Issuing Bank may, at its discretion, arrange for one or more Letters of Credit to be issued by one or more Affiliates of such Issuing Bank (and each such Affiliate shall be deemed to be an “Issuing Bank” for all purposes of the Loan Documents). In the event that there is more than one Issuing Bank at any time, references herein and in the other Loan Documents to the Issuing Bank shall be deemed to refer to the Issuing Bank in respect of the applicable Letter of Credit or to all Issuing Banks, as the context requires.

“ Jefferies ” shall have the meaning set forth in the preamble hereto.

“ Junior Indebtedness ” shall mean any Indebtedness which is (i) unsecured or (ii) Subordinated Indebtedness (and any debt that is pari passu thereto) or secured only by the Collateral on a junior lien basis to the Secured Parties and which is subject to the terms of a Junior Lien Intercreditor Agreement and/or subordination agreement, as applicable.

“ Junior Lien Intercreditor Agreement ” shall mean a customary intercreditor agreement substantially in the form annexed hereto as Exhibit K-2 , together with any changes thereto to the extent approved by the Collateral Agent (such approval not to be unreasonably withheld, conditioned or delayed).

“ KeyBank ” shall have the meaning set forth in the preamble hereto.

“ Latest Maturity Date ” shall mean, at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment at such time under this Agreement, any Incremental Amendment, Extension or Refinancing Amendment.

“ LC Disbursement ” shall mean a payment or disbursement made by the Issuing Bank pursuant to a drawing under a Letter of Credit.

“ LC Exposure ” shall mean at any time the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate principal amount of all Reimbursement Obligations outstanding at such time. The LC Exposure of any Revolving Lender at any time shall mean its Pro Rata Percentage of the aggregate LC Exposure at such time.

“ LC Extension ” shall have the meaning assigned to such term in Section 2.01(f)(iii)(A) .

“ LC Obligations ” shall mean, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all outstanding Reimbursement Obligations.

“ LC Participation Fee ” shall have the meaning assigned to such term in Section 3.01(f) .

“ LC Request ” shall mean a request by the Borrowers in accordance with the terms of Section 2.01(f)(ii) and substantially in the form of Exhibit L , or such other form as shall be approved by the Revolving Agent.

“ LCA Election ” shall mean the Borrower’s election to treat an Acquisition as a Limited Condition Acquisition.

“ LCA Test Date ” shall have the meaning given to that term in Section 1.02(p) .

“ Lead Arrangers ” shall mean, collectively, the Term Lead Arrangers and the Revolving Lead Arrangers.

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

“ Lender ” shall mean each financial institution listed on Schedule I , and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, an Incremental Amendment, an Extension or a Refinancing Amendment, other than any such Person that shall have ceased to be a party hereto pursuant to an Assignment and Assumption.

“ Letter of Credit ” shall mean (i) any Standby Letter of Credit, and (ii) any Commercial Letter of Credit, in each case issued or to be issued by an Issuing Bank for the account of the Borrower or any Restricted Subsidiary thereof pursuant to Section 2.01(f) .

“ Letter of Credit Expiration Date ” shall mean, in respect of a Letter of Credit, (a) the date which is five (5) Business Days prior to the Initial Revolving Loan Maturity Date unless otherwise extended with respect to the Extending Revolving Loan Lenders pursuant to Section 2.16 , or (b) such later date as the applicable Issuing Bank and the Borrower shall have agreed if such Letter of Credit has been either (i) cash collateralized in an amount equal to 103% of the LC Exposure (giving effect to any scheduled increases in the amount of such Letter of Credit, whether or not any conditions to such scheduled increases have been satisfied) in a manner, and pursuant to security arrangements and related documentation, in form and substance reasonably satisfactory to the applicable Issuing Bank (which Letter of Credit may be referred to as “Cash Collateralized”) or (ii) backstopped with one or more other letters of credit in an aggregate amount equal to 103% of the LC Exposure (giving effect to any scheduled increases in the amount of such Letter of Credit, whether or not any conditions to such scheduled increases have been satisfied) and in form and substance, and issued by an issuing bank, reasonably satisfactory to the applicable Issuing Bank (which Letter of Credit may be referred to as “backstopped”), in each case for the period after the Maturity Date applicable to the applicable Revolving Commitments.

“ LIBOR Loan ” shall mean each Loan designated as such by the Borrower at the time of the incurrence thereof or conversion thereto.

“ LIBOR Rate ” shall mean (a) the rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the commencement of such Interest Period by reference to the Reuters Screen LIBOR01 for deposits in Dollars (or such other comparable page as may, in the opinion of the Administrative Agent, replace such page for the purpose of displaying such rates) for a period equal to such Interest Period; provided that to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “ LIBOR Rate ” shall be the interest rate per annum determined by the Administrative Agent to be the average of the rates per annum at which deposits in Dollars are offered for such relevant Interest Period to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest Period, divided by (b) a percentage equal to 100% minus the then-stated maximum rate of all reserve requirements (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law)

applicable to any member bank of the Federal Reserve System in respect of LIBOR Rate funding or liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D); provided that, to the extent the LIBOR Rate would be less than zero, the LIBOR Rate shall be deemed to be zero.

“ Lien ” shall mean any Mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), security interest, preference, priority or other security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the UCC or any other similar recording or notice statute, and any lease having substantially the same effect as any of the foregoing).

“ Limited Condition Acquisition ” shall mean any Permitted Acquisition or similar Investment by Holdings or one or more of its Restricted Subsidiaries of assets, business or persons permitted to be acquired pursuant to this Agreement whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

“ Loan Documents ” shall mean this Agreement, the Fee Letter, the Security Agreement, and, after the execution and delivery thereof pursuant to the terms of this Agreement, each Term Note, each Delayed Draw Term Note (if any), each other Security Document, each Intercreditor Agreement, each Incremental Amendment, each Refinancing Amendment and each Extension, and any other agreement entered into, now or in the future, by any Loan Party or Subsidiary thereof and Administrative Agent, Revolving Agent or any Lender in connection with this Agreement. For the avoidance of doubt, Secured Swap Agreements, Cash Management Agreements and other documents evidencing Cash Management Obligations do not constitute Loan Documents hereunder.

“ Loan Modification Offer ” shall have the meaning set forth in Section 2.16(a) .

“ Loan Parties ” shall mean Holdings, Intermediate Holdings, the Borrower and each Subsidiary Guarantor.

“ Loan Party Insolvency ” shall have the meaning set forth in Section 12.04(b)(H) .

“ Loan Party Plan of Reorganization ” shall have the meaning set forth in Section 12.04(b)(H) .

“ Loan Purchase Amount ” shall have the meaning set forth in the definition of “Dutch Auction.”

“ Loans ” shall mean the Term Loans, the Other Term Loans, the Revolving Loans, the Other Revolving Loans, the Swing Line Loans and any other loans created pursuant to an Extension.

“ Majority Lenders ” of any Tranche shall mean those Non‑Defaulting Lenders which would constitute the Required Lenders under, and as defined in, this Agreement if all outstanding Obligations of the other Tranches under this Agreement were repaid in full and all Commitments with respect thereto were terminated.

“ Mandatory Prepayment Date ” shall have the meaning set forth in Section 4.02(h) .

“ Margin Stock ” shall have the meaning set forth in Regulation U of the Board.

“ Material Adverse Effect ” shall mean any event, change or condition that, individually or in the aggregate, has had, or could reasonably be expected to have (a) on the Closing Date, a Company Material Adverse Effect (as defined in the Closing Date Acquisition Agreement) and (b) after the Closing Date (i) a material adverse effect on the business, assets, financial condition or results of operations of Holdings and its Restricted Subsidiaries, taken as a whole, (ii) a material and adverse effect on the material rights and

remedies of the Administrative Agent, the Revolving Agent or the Collateral Agent under the Loan Documents or (iii) a material and adverse effect on the ability of the Borrower and Guarantors to perform their payment obligations under the Loan Documents.

“ Material Indebtedness ” shall have the meaning set forth in Section 7.07(b) .

“ Material Restricted Subsidiary ” shall mean any Restricted Subsidiary other than an Immaterial Subsidiary.

“ Materials of Environmental Concern ” shall mean any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, any petroleum or petroleum products, friable asbestos, polychlorinated biphenyls, lead or lead based paints or materials, radon, urea formaldehyde insulation, toxic molds and fungi, mycotoxins, radioactive materials or radiation, defined or regulated under any Environmental Law.

“ Maturity Date ” shall mean, with respect to the relevant Tranche of Loans, the Initial Term Loan Maturity Date, the Initial Revolving Loan Maturity Date, the Incremental Term Loan Maturity Date, the Incremental Revolving Loan Maturity Date, the final maturity date in any Extension or the final maturity date in any Refinancing Amendment, as the case may be.

“ Maximum Incremental Term Facilities Amount ” shall mean, at any date of determination (subject to the reclassification rights set forth in the last paragraph of this definition), the sum of:

(a)      (i) (x) the greater of $122,500,000 and 100% of Consolidated EBITDA on a Pro Forma Basis for the most recently completed Measurement Period (the “ Free and Clear Incremental Amount ”) less (y) the principal amount of any Permitted Incremental Equivalent Debt incurred in reliance on the Free and Clear Incremental Amount; plus

(ii) the amount of any voluntary prepayments of the Loans, any voluntary prepayment of any Permitted Incremental Equivalent Debt that is pari passu in right of payment and with respect to security with the Loans and any repurchases (not to exceed the actual purchase price paid in cash) of Term Loans offered to all applicable Lenders on a pro rata basis pursuant to a Dutch Auction or other Open Market Purchase and otherwise in accordance with Section 12.04(a)(iii) (it being understood that any such voluntary prepayment or repurchase financed with the proceeds of incurrences of Indebtedness (other than revolving Indebtedness) shall not increase the calculation of the amount under this clause (a)(ii) ), less the principal amount of any Permitted Incremental Equivalent Debt incurred in reliance on this clause (a)(ii) (the amount set forth in this clause (a) , the “ Fixed Incremental Amount ”); plus

(b)      an unlimited amount if after giving effect to the incurrence of such Permitted Incremental Equivalent Debt or Incremental Term Facility and the application of the proceeds therefrom,

(i) if such Incremental Facility or Permitted Incremental Equivalent Debt is secured on a pari passu basis with the Obligations and is not subordinated in right of payment to the Obligations (including as a result of being “last out” in any waterfall), the First Lien Net Leverage Ratio, calculated on a Pro Forma Basis as of the most recently completed Measurement Period (x) is no greater than 2.31:1.00 (or 2.58:1.00 if the Specified Acquisition has been consummated) or (y) if such Indebtedness is incurred in connection with a Permitted Acquisition or other permitted similar Investment, is no greater than the First Lien Net Leverage Ratio in effect immediately prior to the applicable Permitted Acquisition or other permitted similar Investment, and

(ii) if such Incremental Facility or Permitted Incremental Equivalent Debt is (I) secured on a junior lien basis to the Obligations, (II) is secured on a pari passu basis to the Obligations but is subordinated in right of payment to the Obligations (including as a result of being “last out” in any waterfall) or (III) unsecured, the Total Net Leverage Ratio, calculated on a Pro Forma Basis as of the most recently completed Measurement Period, either (x) is no greater than 2.31:1.00 (or 2.58:1.00 if the Specified Acquisition has been consummated) or (y) if such Indebtedness is incurred in connection with a Permitted Acquisition or other permitted similar Investment, is no greater than the Total Net Leverage Ratio in effect on such applicable date of determination immediately prior to such Permitted Acquisition or other permitted similar Investment,

provided , that (i) to the extent the proceeds of any Permitted Incremental Equivalent Debt or Incremental Term Facility are intended to be applied to finance a Limited Condition Acquisition, at the election of the Borrower, the First Lien Net Leverage Ratio or Total Net Leverage Ratio, as the case may be, shall instead be tested in accordance with Section 1.02(p) ; (ii) all Permitted Incremental Equivalent Debt and Incremental Term Facilities in each case established on or prior to such date shall be assumed to be fully drawn for purposes of the calculation of “First Lien Net Leverage Ratio” or “Total Net Leverage Ratio”, (iii) the proceeds of such Permitted Incremental Equivalent Debt and Incremental Term Facilities are not included as Net Cash for the purposes of any calculation required above; provided that to the extent the proceeds of such Incremental Term Loans or Permitted Incremental Equivalent Debt are to be used to prepay Indebtedness, the use of such proceeds for the prepayment of such Indebtedness may be calculated on a Pro Forma Basis; (iv) all commitments under any Permitted Incremental Equivalent Debt in the form of revolving indebtedness shall be assumed to be fully drawn, (v) Permitted Incremental Equivalent Debt and Incremental Term Facilities, shall be incurred pursuant to clause (b) above prior to utilization of amounts set forth in clause (a) above and (vi) amounts incurred in reliance on the Fixed Incremental Amount concurrently with amounts incurred in reliance on clause (b) above shall not be included as Indebtedness in the First Lien Net Leverage Ratio or Total Net Leverage Ratio, as applicable, for purposes of calculating any amounts that may be incurred pursuant to clause (b) above on the same day.

In determining the Maximum Incremental Term Facilities Amount, if all or any portion of any Permitted Incremental Equivalent Debt or Incremental Term Facility was incurred or issued in reliance on the Fixed Incremental Amount and thereafter such amount could have been incurred pursuant to the applicable subclause of clause (b) of this definition, such Permitted Incremental Equivalent Debt or Incremental Term Facility shall automatically be reclassified as having been incurred pursuant to clause (b) of this definition and thereafter shall not count as utilization of the Fixed Incremental Amount.

“ Maximum Rate ” shall have the meaning set forth in Section 12.18 .

“ Measurement Period ” shall mean, at any date of determination, the most recently completed trailing four (4) Fiscal Quarters of Holdings (including, for periods prior to the Closing Date, fiscal quarters as if same had occurred (and consistent with Holdings’ Fiscal Year) for periods prior to the Closing Date) for which financial statements have been delivered.

“ MFN Adjustment ” shall have the meaning set forth in Section 2.15(a) .

“ Minimum Borrowing Amount ” shall mean $250,000.

“ Minimum Extension Condition ” shall have the meaning set forth in Section 2.16(b) .

“ Moody’s ” shall mean Moody’s Investors Service, Inc.

“ Mortgage ” shall mean a mortgage, deed of trust, deed to secure debt, debenture or similar security instrument.

“ Mortgaged Property ” shall mean any Real Property owned by any Loan Party which is encumbered (or required to be encumbered) by a Mortgage pursuant to the terms hereof, including the Initial Mortgaged Properties and the Additional Real Property, if any.

“ Multiemployer Plan ” shall mean a plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA, which is contributed to by (or to which there is an obligation to contribute of) Holdings, the Borrower or any Commonly Controlled Entity or to which Holdings, the Borrower or a Commonly Controlled Entity has any direct or indirect liability or has within any of the preceding five years made or accrued an obligation to make contributions if liability to the Borrower remains.

“ NAIC ” shall mean the National Association of Insurance Commissioners.

“ Net Cash ” shall mean (i) Unrestricted cash and Cash Equivalents of Holdings and its Restricted Subsidiaries and (ii) cash and Cash Equivalents of Holdings and its Restricted Subsidiaries Restricted in favor of the Collateral Agent or any Lender (which cash and Cash Equivalents may also secure other Indebtedness together with the Obligations).

“ Net Cash Proceeds ” shall mean (a) in connection with any Asset Sale, any Recovery Event or any other sale of assets, the proceeds thereof actually received in the form of cash and cash equivalents (including Cash Equivalents) (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received), net of (i) attorneys’ fees, accountants’ fees, investment banking fees, and other bona fide fees, costs and expenses actually incurred in connection therewith, (ii) amounts (including the principal amount, any premium, penalty or interest) required to be applied (or to establish an escrow for the future repayment thereof) to the repayment of Indebtedness (including repayments of Indebtedness under any Permitted Incremental Equivalent Debt but only to the extent such repayment is required pursuant to the terms thereof) secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event or any other sale of assets, (iii) taxes paid and the Borrower’s reasonable and good faith estimate of income, franchise, sales, and other applicable taxes required to be paid by Holdings, the Borrower or any Restricted Subsidiary in connection with such Asset Sale or Recovery Event or any other sale of assets, (iv) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to the seller’s indemnities and representations and warranties to the purchaser in respect of such Asset Sale or any other sale of assets owing by Holdings or any of its Restricted Subsidiaries in connection therewith and which are reasonably expected to be required to be paid; provided that to the extent such indemnification payments are not made and are no longer reserved for, such reserve amount shall constitute Net Cash Proceeds, (v) cash escrows to Holdings or any of its Restricted Subsidiaries from the sale price for such Asset Sale or other sale of assets; provided that any cash released from such escrow shall constitute Net Cash Proceeds upon such release, (vi) in the case of a Recovery Event, costs of preparing assets for transfer upon a taking or condemnation and (vii) other customary fees and expenses actually incurred in connection therewith, and (b) in connection with any incurrence or issuance of Indebtedness or Capital Stock, the cash proceeds received from any such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other bona fide fees and expenses actually incurred in connection therewith, and any taxes paid or reasonably estimated to be actually paid in connection therewith.

“ Net Worth ” shall have the meaning set forth in Section 9.09 .

“ New York UCC ” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York.

“ Non‑Bank Certificate ” shall have the meaning set forth in Section 4.04(b)(iv) .

“ Non-Core Asset Sale ” shall mean a Disposition for cash of assets by any Loan Party or Subsidiary of a Loan Party to a Person (other than a Loan Party or any Subsidiary thereof) in accordance with the terms of Section 8.04(u) , provided that such Loan Party or Subsidiary is not (in the opinion of the Borrower (acting reasonably)) reliant on such assets to conduct its business as conducted as of the date of such sale.

“ Non‑Defaulting Lender ” shall mean and include each Lender, other than a Defaulting Lender.

“ Non‑Guarantor Subsidiary ” shall mean any Restricted Subsidiary that is not a Subsidiary Guarantor; provided , that no Restricted Subsidiary of Holdings or the Borrower shall be a “Non‑Guarantor Subsidiary” if such Restricted Subsidiary is not a “Non‑Guarantor Subsidiary” (or comparable term) for purposes of the documents governing Indebtedness incurred pursuant to Section 8.01(d) or any Permitted Incremental Equivalent Debt.

“ Non‑Restricted Persons ” shall have the meaning set forth in Section 12.04(a)(iv)(H) .

“ Non‑U.S. Plan ” shall mean any plan, fund (including, without limitation, any superannuation fund) or other similar program established, contributed to (regardless of whether through direct contributions or through employee withholding) or maintained outside the United States by Holdings, the Borrower or one or more Subsidiaries primarily for the benefit of employees of Holdings, the Borrower or such Subsidiaries residing outside the United States, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code (other than any plan maintained or required to be contributed to by a Governmental Authority).

“ Not Otherwise Applied ” shall mean, with reference to any proceeds of any transaction or event or of Excess Cash Flow or the Available Amount that is proposed to be applied to a particular use or transaction, that such amount (a) was not required to prepay Loans pursuant to Section 4.02 and (b) has not previously been (and is not simultaneous being) applied or committed to be applied pursuant to clause (i) , (j) , (k) , (l) , (m) or (n) of the definition of Available Amount.

“ Notes ” shall mean Term Notes, Delayed Draw Term Notes, Revolving Notes, Swing Line Notes and any other promissory notes evidencing any other Loans hereunder.

“ Notice of Borrowing ” shall have the meaning set forth in Section 2.03(a) .

“ Notice of Conversion/Continuation ” shall have the meaning set forth in Section 2.07 .

“ Notice Office ” shall mean the office of, as applicable, the Administrative Agent located at 520 Madison Avenue, New York, New York 10023, Attn: Account Officer - IEA (Fax: 212 284-3444) or the Revolving Agent located at Agency Services, OH-01-49-0362, 4900 Tiedeman Road, Brooklyn, OH 44144-2302 (Fax: 216-370-5733), or, in each case, such other office or person as the Administrative Agent or Revolving Agent, as applicable, may hereafter designate in writing as such to the other parties hereto.

“ Obligations ” shall mean (i) the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower or any

Guarantor, whether or not a claim for post‑filing or post‑petition interest is allowed in such proceeding) the Loans, (ii) each payment required to be made by the Borrowers or any Guarantor under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of Reimbursement Obligations with respect to Letters of Credit, interest thereon (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or like proceeding, regardless of whether allowed in such proceeding) and obligations to provide Cash Collateral with respect thereto, and (iii) all other obligations and liabilities of the Borrower or any other Loan Party (including with respect to guarantees) to the Administrative Agent, the Revolving Agent, the Issuing Bank, the Swing Line Lender, any Lender, any other Secured Party or any Qualified Counterparty party to a Secured Swap Agreement or a Secured Party providing Secured Cash Management Obligations, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement or any other Loan Document or any other document made, delivered or given in connection herewith or therewith or any Secured Swap Agreement or any document relating to Secured Cash Management Obligations, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent, the Revolving Agent, the Issuing Bank, the Swing Line Loan or to any Lender that are required to be paid by the Borrower or any Guarantor pursuant to any Loan Document), guarantee obligations or otherwise. Notwithstanding anything to the contrary herein, Obligations shall not include any Excluded Swap Obligation.

“ OFAC ” shall have the meaning set forth in Section 5.21(b)(v) .

“ Offer Price ” shall have the meaning set forth in the definition of “Dutch Auction.”

“ Open Market Purchase ” shall have the meaning set forth in Section 12.04(a)(iii) .

“ Organizational Document ” shall mean (i) relative to each Person that is a corporation, its charter and its by‑laws (or similar documents), (ii) relative to each Person that is a limited liability company, its certificate of formation and its operating agreement (or similar documents), (iii) relative to each Person that is a limited partnership, its certificate of formation and its limited partnership agreement (or similar documents), (iv) relative to each Person that is a general partnership, its partnership agreement (or similar document) and (v) relative to any Person that is any other type of entity, such documents as shall be comparable to the foregoing.

“ Other Revolving Commitments ” shall mean, with respect to each Additional Refinancing Lender, the commitment, if any, of such Additional Refinancing Lender to make one or more Classes of Other Revolving Loans under any Refinancing Amendment, expressed as an amount representing the maximum principal amount of the Other Revolving Loans to be made by such Lender under such Refinancing Amendment, as such commitment may be reduced or increased from time to time in accordance with this Agreement.

“ Other Revolving Loans ” shall mean the Revolving Loans made pursuant to any Other Revolving Commitment.

“ Other Taxes ” shall mean all present or future stamp, court or documentary, intangible recording, filing or similar Taxes (excluding, for the avoidance of doubt, any Excluded Taxes) that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are imposed on a Lender, the Administrative Agent, the Revolving Agent, or the Collateral Agent by a jurisdiction with which it has or had a connection (other than a connection resulting solely from

the Loan Documents) with respect to an assignment, other than an assignment made pursuant to Section 2.14 .

“ Other Term Commitments ” shall mean, with respect to each Additional Refinancing Lender, the commitment, if any, of such Additional Refinancing Lender to make one or more Classes of Other Term Loans under any Refinancing Amendment, expressed as an amount representing the maximum principal amount of the Other Term Loans to be made by such Lender under such Refinancing Amendment, as such commitment may be reduced or increased from time to time in accordance with this Agreement.

“ Other Term Loans ” shall mean one or more Classes of Term Loans made pursuant to or that result from a Refinancing Amendment.

“ Parent Company ” shall mean any direct or indirect parent company of which Holdings is a Wholly Owned Subsidiary (other than investment funds that are Affiliates of the Sponsor).

“ Pari Passu Intercreditor Agreement ” shall mean a customary intercreditor agreement substantially in the form annexed hereto as Exhibit K-1 together with any changes thereto to the extent approved by the Collateral Agent (such approval not to be unreasonably withheld, conditioned or delayed).

“ Participant ” shall have the meaning set forth in Section 12.04(b) .

“ Participant Register ” shall have the meaning set forth in Section 12.04(b) .

“ Patriot Act ” shall mean the USA PATRIOT Act, Pub. L. 107-56 (signed into law October 26, 2001), as amended by the USA PATRIOT Improvement and Reauthorization Act, Pub. L. 109-177 (signed into law March 9, 2006) (as amended from time to time).

“ Payment Office ” shall mean the office of, as applicable, the Administrative Agent located at 520 Madison Avenue, New York, New York 10023, Attn: Account Officer - IEA (Fax: 212 284-3444) or the Revolving Agent located at Agency Services, OH-01-49-0362, 4900 Tiedeman Road, Brooklyn, OH 44144-2302 (Fax: 216-370-5733), or, in each case, such other office or person as the Administrative Agent or Revolving Agent, as applicable, may hereafter designate in writing as such to the other parties hereto.

“ PBGC ” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“ Perfection Certificate ” shall mean the Perfection Certificate substantially in the form of Exhibit N .

“ Permitted Acquisition ” shall have the meaning set forth in Section 8.06(e) .

“ Permitted Auction Purchaser ” shall mean the Borrower, Holdings and any of their Subsidiaries.

“ Permitted Holders ” shall mean (1) the Investors and management and their respective Affiliates (other than any portfolio companies of any Investor), and (2) any Person with which the Persons described in clause (1) form a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934 or any successor provision); provided that, in the case of such “group” under clause (2), the Investors have beneficial ownership of more than 50% of the economic interests and total voting power of such “group”.

“ Permitted Incremental Equivalent Debt ” shall mean Indebtedness issued, incurred or otherwise obtained by the Borrower, any Guarantor or any Restricted Subsidiary in respect of one or more series of

senior unsecured notes, senior secured first lien or junior lien notes or subordinated notes (in each case issued in a public offering, Rule 144A or other private placement in lieu of the foregoing (and any Registered Equivalent Notes issued in exchange therefor)), junior lien or unsecured (but not senior secured first lien) loans or secured or unsecured mezzanine Indebtedness that, in each case, if secured, will be secured by Liens on the Collateral on an equal priority or a junior priority basis with the Liens on Collateral securing the Obligations, and that are issued or made in lieu of Incremental Term Facilities; provided that (i) the aggregate principal amount of all Permitted Incremental Equivalent Debt at the time of issuance or incurrence shall not exceed the Maximum Incremental Term Facilities Amount at such time, (ii) such Permitted Incremental Equivalent Debt shall not be subject to any Guarantee by any Person other than a Loan Party, (iii) in the case of Permitted Incremental Equivalent Debt that is secured, the obligations in respect thereof shall not be secured by any Lien on any asset of any Person other than any asset constituting Collateral, except to the extent permitted by clause (v) below, (iv) if such Permitted Incremental Equivalent Debt is secured by Collateral, such Permitted Incremental Equivalent Debt shall be subject to an Intercreditor Agreement, (v) the aggregate principal amount of Permitted Incremental Equivalent Debt incurred by non-Loan Parties (together with any Indebtedness incurred under Section 8.01(aa) ) shall not exceed the greater of $30,000,000 and 25% of Consolidated EBITDA on a Pro Forma Basis for the most recently completed Measurement Period at such time, (vi) at the time of Incurrence, such Permitted Incremental Equivalent Debt has a final maturity date equal to or later than the Latest Maturity Date of, and has a Weighted Average Life to Maturity equal to or longer than the Weighted Average Life to Maturity of, the latest maturing class of Term Loans (excluding the effects of nominal amortization in the amount of no greater than one percent per annum of the original stated principal amount of such Indebtedness on the date of Incurrence thereof); provided that, this clause (vi) , when aggregated with the Incremental Maturity Exception shall not apply to up to $25,000,000 in Permitted Incremental Equivalent Debt as selected by the Borrower, (vii) immediately before and after giving effect to such Permitted Incremental Equivalent Debt, no Default or Event of Default has occurred and is continuing or would result therefrom and the representations and warranties in Article V shall be true and correct in all material respects; provided that to the extent the proceeds of any such Permitted Incremental Equivalent Debt are intended to be applied to finance a Limited Condition Acquisition, if agreed to by the holders providing such Permitted Incremental Equivalent Debt, (x) the only representations and warranties that will be required to be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of the applicable closing date for such Permitted Incremental Equivalent Debt shall be (A) customary “specified representations” with respect to the applicable acquired company or business and (B) such of the representations and warranties made by or on behalf of the applicable acquired company or business in the applicable acquisition agreement as are material to the interests of the holders, but only to the extent that Holdings or the applicable Subsidiary has the right to terminate its obligations under such acquisition agreement or not consummate such acquisition as a result of a breach of such representations or warranties in such acquisition agreement, and (y) the only condition with respect to absence of a Default or Event of Default shall be the absence of a Default or Event of Default at the time such acquisition agreement is entered into, (viii) such Permitted Incremental Equivalent Debt is on market terms and such terms shall not provide for any mandatory repayment, mandatory redemption, mandatory offer to purchase or sinking fund obligation prior to the Latest Maturity Date at the time of incurrence, issuance or obtainment of such Permitted Incremental Equivalent Debt, other than customary prepayments, repurchases or redemptions of or offers to prepay, redeem or repurchase upon a change of control, unpermitted debt incurrence event, asset sale event or casualty or condemnation event, customary prepayments, redemptions or repurchases or offers to prepay, redeem or repurchase based on excess cash flow, customary acceleration rights upon an event of default or to the extent such prepayment, repurchase or redemption or offer is accompanied by the prepayment of a pro rata portion of the outstanding principal of the Term Loans and (ix) such Permitted Incremental Equivalent Debt that is in the form of term loans and is pari passu in right of payment and security with the Term Loans hereunder shall be subject to

the MFN Adjustment to the same extent as if such Permitted Incremental Equivalent Debt was incurred as an Incremental Term Facility hereunder.

“ Permitted Incremental Equivalent Debt Documents ” shall mean any document or instrument (including any guarantee, security agreement or mortgage and which may include any or all of the Loan Documents) issued or executed and delivered with respect to any Permitted Incremental Equivalent Debt by any Loan Party.

“ Permitted Refinancing ” shall mean, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus original issue discount and other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, except that the outstanding principal amount (or accreted value, if applicable) thereof may be increased so long as the entire increase is Incurred, and permitted to be Incurred, pursuant to Section 8.01 (subject to any applicable conditions to the incurrence of such Indebtedness under Section 8.01 ), (b) such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or longer than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended (excluding the effects of nominal amortization in the amount of no greater than one percent per annum of the original stated principal amount of such Indebtedness on the date of Incurrence thereof), (c) the terms of such modification, refinancing, refunding, renewal or extension do not provide for any scheduled amortization or mandatory repayment, mandatory redemption, mandatory offer to purchase or sinking fund obligation prior to the Latest Maturity Date in effect at the time of Incurrence, issuance or obtainment of such Permitted Refinancing, other than (X) customary prepayments, repurchases or redemptions of or offers to prepay, redeem or repurchase upon a change of control, unpermitted debt incurrence event, asset sale event or casualty or condemnation event, customary prepayments, redemptions or repurchases or offers to prepay, redeem or repurchase based on excess cash flow (in the case of loans), customary acceleration rights upon an event of default or, (Y) in the case of the Permitted Refinancing of Term Loans, any prepayment that is accompanied by the prepayment of a pro rata portion of the outstanding principal of the Term Loans, and (d) if such Indebtedness being modified, refinanced, refunded, renewed or extended is Indebtedness permitted pursuant to Section 8.01(d) , (e) , (g) , (i) , (p) , (r) or ( aa ) or Permitted Incremental Equivalent Debt, (i) to the extent such Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders, taken as a whole, as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, (ii) to the extent Liens securing such Indebtedness being modified, refinanced, refunded, renewed or extended are subordinated to, or (but only if, and to the extent, the Indebtedness being modified, refinanced, refunded, renewed or extended was secured equally and ratably with the Obligations) secured equally and ratably with, Liens securing the Obligations, the Liens, if any, securing such modification, refinancing, refunding, renewal or extension are secured equally and ratably with, the Liens securing the Obligations, and the holders of such Indebtedness or the Representative acting on behalf of the holders of such Indebtedness shall have, unless the respective Permitted Refinancing is unsecured, entered into such subordination and/or intercreditor agreements as are consistent with those which applied to the Indebtedness being modified, refinanced, refunded, renewed or extended (with such changes as may be reasonably satisfactory to the Administrative Agent) such Indebtedness may not have guarantors, obligors or security in any case more extensive than that which applied to such Indebtedness being extended, refinanced, renewed, replacement or refunding and (iv)

the other terms and conditions of such Indebtedness (excluding pricing, fees, rate floors, premiums, optional prepayment or optional redemption provisions and financial covenants) are either (I) substantially identical to the Indebtedness being refinanced, (II) (taken as a whole) not materially more favorable (as determined by the Borrower) to the providers of such Permitted Refinancing than those applicable to the Indebtedness being refinanced or (III) on market terms and conditions customary for Indebtedness of the type being Incurred pursuant to such Permitted Refinancing as of the time of Incurrence of such Indebtedness (as determined by the Borrower), except in each case for covenants or other provisions contained in such Indebtedness that are applicable only after the then Latest Maturity Date.

“ Person ” shall mean any individual, partnership, joint venture, firm, corporation, association, limited liability company, trust or other enterprise or any Governmental Authority.

“ Plan ” shall mean, at a particular time, an “employee pension benefit plan” as defined in Section 3(2) of ERISA (other than a Multiemployer Plan) and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Platform ” shall have the meaning set forth in Section 7.02(a) .

“ Prepayment Fees ” shall have the meaning set forth in Section 4.01(c) .

“ Prime Lending Rate ” shall mean, at any time, the rate of interest publicly quoted from time to time by The Wall Street Journal as the U.S. “Prime Rate”; provided that if the Wall Street Journal ceases to publish for any reason such rate of interest, “Prime Lending Rate” shall mean the prime lending rate set forth on the Bloomberg page PRIMBB Index (or successor page) for such day (or such other service as determined by the Administrative Agent from time to time for purposes of providing quotations of prime lending interest rates). Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The Prime Lending Rate is not necessarily the lowest rate charged by any financial institution to its customers.

“ Private Lender Information ” shall mean any information and documentation that is not Public Lender Information.

“ Pro Forma Basis ” shall mean, with respect to the calculation of the First Lien Net Leverage Ratio, the Total Net Leverage Ratio, the amount of Consolidated EBITDA or Consolidated Total Assets or for any other specified purpose hereunder, and for purposes of determining compliance with the covenant under Section 8.13 , in each case as of any date, that such calculation shall give pro forma effect to the Transactions and all Specified Transactions (and the application of the proceeds from any such asset sale or debt incurrence) that have occurred during the relevant testing period for which such financial test or ratio is being calculated and, except as set forth in the proviso below, during the period immediately following the applicable date of determination therefor and prior to or simultaneously with the event for which the calculation of any such ratio on such date of determination is made, including pro forma adjustments arising out of events which are attributable to the Transactions or the proposed Specified Transaction, including giving effect to those specified in accordance with the definition of “Consolidated EBITDA,” using, for purposes of determining such compliance with a financial test or ratio (including any incurrence test), the historical financial statements of all entities, divisions or lines or assets so acquired or sold and the consolidated financial statements of Holdings and/or any of the Restricted Subsidiaries, calculated as if the Transactions or such Specified Transaction, and all other Specified Transactions that have been consummated during the relevant period, and any Indebtedness incurred or repaid in connection therewith, had been consummated (and the change in Consolidated EBITDA resulting therefrom) and incurred or repaid at the beginning of such period and

Consolidated Total Assets shall be calculated after giving effect thereto; provided that, notwithstanding anything in this definition to the contrary, when calculating the First Lien Net Leverage Ratio for purposes of the definition of “Applicable Margin” and the definition of “Required Percentage” and when calculating the First Lien Net Leverage Ratio for purposes of determining actual compliance (and not pro forma compliance or compliance on a Pro Forma Basis) with Section 8.13 , in each case, the events described in this definition that occurred after the applicable date of determination shall not be given pro forma effect.

Whenever pro forma effect is to be given to the Transactions or a Specified Transaction, the pro forma calculations shall be made in good faith by a financial officer of the Borrower (including adjustments for costs and charges arising out of the Transactions or the proposed Specified Transaction and the “run rate” cost savings and synergies resulting from the Transactions or such Specified Transaction that have been or are reasonably anticipated to be realizable (“run rate” shall mean the full recurring benefit for a Measurement Period that is associated with any action taken or expected to be taken or for which a plan for realization has been established (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such Measurement Period from such actions), and any such adjustments included in the initial pro forma calculations shall continue to apply to subsequent calculations of such financial ratios or tests, including during any subsequent Measurement Periods in which the effects thereof are expected to be realizable); provided that (A) such amounts are (i) projected by the Borrower in good faith to result from actions taken, or with respect to which substantial steps are reasonably expected to have been taken, within twenty-four (24) months after, without duplication, the end of the Measurement Period in which the Transactions or applicable Specified Transaction is initiated or a plan for realization thereof shall have been established, (ii) determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Exchange Act of 1934 and as interpreted by the staff of the Securities and Exchange Commission (or any successor agency) or (iii) set forth in a quality of earnings report provided to the Administrative Agent and prepared by financial advisors that are reasonably acceptable to the Administrative Agent (it being understood and agreed that any of the “Big Four” accounting firms are acceptable to the Administrative Agent) and (B) no amounts shall be added pursuant to this paragraph to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA for such Measurement Period or would not be permitted to be added as a result of any cap.

If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation is made had been the applicable rate for the entire Measurement Period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a financial officer of the Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the applicable Borrower or the applicable Restricted Subsidiary may designate.

“ Pro Forma Financial Information ” shall have the meaning set forth in Section 5.01(a) .

“ Pro Rata Percentage ” of any Revolving Lender at any time shall mean the percentage of the total Revolving Commitments of all Revolving Lenders represented by such Lender’s Revolving Commitment; provided that for purposes of Section 2.14(c) , “Pro Rata Percentage” shall mean the percentage of the total Revolving Commitments (disregarding the Revolving Commitment of any Defaulting Lender to the extent its LC Exposure and Swing Line Exposure is reallocated to the Non-Defaulting Lenders) represented by such Lender’s Revolving Commitment. If the Revolving Commitments have terminated or expired, the Pro Rata

Percentage shall be determined based upon the Revolving Commitments most recently in effect, after giving effect to any assignments.

“ Projections ” shall mean the projections that are contained in the Lender Presentation dated August 22, 2018 and that were prepared by or on behalf of Holdings in connection with the Transactions and delivered to the Administrative Agent and the Lenders prior to the Closing Date.

“ Properties ” shall have the meaning set forth in Section 5.17(a) .

“ Public Lender Information ” shall mean information and documentation that is either exclusively (i) of a type that would be publicly available if the Borrower, Holdings and their respective Subsidiaries were public reporting companies or (ii) not material with respect to any of the Borrower, Holdings or any of their respective Subsidiaries or any of their respective securities for purposes of foreign, United States Federal and state securities laws.

“ Purchase ” shall have the meaning set forth in the definition of “Dutch Auction.”

“ Purchase Notice ” shall have the meaning set forth in the definition of “Dutch Auction.”

“ Purchaser ” shall have the meaning set forth in the definition of “Dutch Auction.”

“ Qualified Capital Stock ” shall mean any Capital Stock that is not Disqualified Capital Stock.

“ Qualified Counterparty ” shall mean, with respect to any Secured Swap Agreement, any counterparty thereto that, at the time such Secured Swap Agreement was entered into was the Administrative Agent, the Revolving Agent, a Lead Arranger or a Lender at such time or an Affiliate of the Administrative Agent, the Revolving Agent, a Lead Arranger or a Lender at such time.

“ Qualified ECP Guarantor ” shall mean, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“ Qualifying Bid ” shall have the meaning set forth in the definition of “Dutch Auction.”

“ Qualifying Lenders ” shall have the meaning set forth in the definition of “Dutch Auction.”

“ Qualifying Loans ” shall have the meaning set forth in the definition of “Dutch Auction.”

“ Quarterly Payment Date ” shall mean the last Business Day of each March, June, September and December after the Closing Date.

“ RCF Register ” shall have the meaning set forth in Section 12.15(b) .

“ Real Property ” shall mean, with respect to any Person, all the right, title and interest of such Person in and to land, improvements and fixtures, including Leaseholds.

“ Recovery Event ” shall mean any settlement of or payment in excess of an amount equal to $2,500,000 in respect of any property or casualty insurance (excluding business interruption insurance) claim or any

condemnation, eminent domain or similar proceeding relating to any asset of Holdings or any of its Restricted Subsidiaries.

“ Refinance ” shall mean, in respect of any Indebtedness, to refinance, redeem, defease, refund, extend, renew or repay any Indebtedness with the proceeds of other Indebtedness, or to issue other Indebtedness, in exchange or replacement for, or convert any Indebtedness into any other, such Indebtedness in whole or in part; “ Refinanced ” and “ Refinancing ” shall have correlative meanings.

“ Refinanced Debt ” shall have the meaning set forth in the definition of Credit Agreement Refinancing Indebtedness.

“ Refinancing Amendment ” shall mean an amendment to this Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower executed by each of (a) the Borrower, (b) the Administrative Agent and (c) each Additional Refinancing Lender and Lender that agrees to provide any portion of the Credit Agreement Refinancing Indebtedness being incurred pursuant thereto, in accordance with Section 2.17 .

“ Refund ” shall have the meaning set forth in Section 4.04(e) .

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

“ Regulation D ” shall mean Regulation D of the Board.

“ Reimbursement Obligations ” shall mean the Borrower’s obligations under Section 2.01(f)(v) and applicable law to reimburse LC Disbursements.

“ Rejection Notice ” shall have the meaning set forth in Section 4.02(h) .

“ Related Party ” shall have the meaning set forth in Section 10.01(i) .

“ Release ” shall mean disposing, discharging, injecting, spilling, pumping, leaking, leaching, dumping, emitting, escaping, emptying, pouring, seeping, or migrating into, through or upon the environment, including any land, water or air.

“ Remaining Declined Proceeds ” shall have the meaning set forth in Section 4.02(h) .

“ Replaced Lender ” shall have the meaning set forth in Section 2.14 .

“ Replacement Lender ” shall have the meaning set forth in Section 2.14 .

“ Reply Amount ” shall have the meaning set forth in the definition of “Dutch Auction.”

“ Reportable Event ” shall mean any of the events set forth in Section 4043(c) of ERISA with respect to a Plan, other than those events as to which the thirty day notice period is waived by regulation.

“ Representative ” shall mean, with respect to any series of Indebtedness permitted under Section 8.01(d) or Permitted Incremental Equivalent Debt, the trustee, administrative agent, collateral agent, collateral trustee, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, Incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

“ Repricing Transaction ” shall mean, other than in the context of a transaction involving a Change of Control, sale of all or substantially all of the assets of Holdings and its Restricted Subsidiaries or a Transformative Acquisition, the prepayment, refinancing, conversion, substitution or replacement of all or a portion of the Term Loans with the incurrence by Holdings, the Borrower or any Subsidiary (or which occurs substantially concurrently with the receipt by Holdings and its Subsidiaries) of any term loans having an effective interest rate or weighted average yield at the time of incurrence thereof (with the comparative determinations to be made by the Administrative Agent in good faith in consultation with the Borrower in a manner consistent with the definition of “Yield”) that is less than the effective interest cost or weighted average yield (as determined by the Administrative Agent on the same basis) of such Term Loans at the time of incurrence thereof, including, without limitation, as may be effected through any amendment to this Agreement the primary purpose of which is to, directly or indirectly, reduce the interest rate for, or weighted average yield of, such Term Loans.

“ Required Delayed Draw Term Loan Lenders ” shall mean, at any time, Non‑Defaulting Lenders holding at least a majority of the sum of all outstanding Delayed Draw Term Loans and Delayed Draw Term Loan Commitments; provided that if at any time there are only two Lenders holding all outstanding Delayed Draw Term Loans and Delayed Draw Term Loan Commitments, then Required Delayed Draw Term Loan Lenders shall consist of both such Lenders.

“ Required Lenders ” shall mean, at any time, Non‑Defaulting Lenders holding at least a majority of the sum of all outstanding Loans, LC Exposure and unused Commitments; provided , that for any Required Lenders’ vote, (x) Affiliated Lenders may not, in the aggregate, account for more than 49.9% of the amounts included in determining whether the Required Lenders have consented to any amendment or waiver and (y) Term Loans held by Restricted Affiliated Lenders shall be treated in accordance with Section 12.04(a)(iv)(B) .

“ Required Revolving Lenders ” shall mean, at any time, Non-Defaulting Lenders holding at least a majority of the sum of all Revolving Commitments or, after the Revolving Commitments have terminated, at least a majority of the Revolving Exposure.

“ Requirement of Law ” shall mean, with respect to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Restricted ” shall mean, when referring to cash or Cash Equivalents of Holdings and its Restricted Subsidiaries, that such cash or Cash Equivalents appear (or would be required to appear) as “restricted” on the consolidated balance sheet of Holdings (unless such appearance is related to the Liens created under the Loan Documents or any Permitted Incremental Equivalent Debt to the extent permitted hereunder).

“ Restricted Affiliated Lender ” shall mean any Affiliated Lender (excluding any Affiliated Investment Fund and any natural person).

“ Restricted Affiliated Lender Amendment ” shall have the meaning set forth in Section 12.04(iv)(B) .

“ Restricted Payments ” shall have the meaning set forth in Section 8.05 .

“ Restricted Subsidiary ” shall mean any Subsidiary of Holdings (other than any Unrestricted Subsidiary). For the avoidance of doubt, the Borrower shall at all times constitute a Restricted Subsidiary.

“ Return Bid ” shall have the meaning set forth in the definition of “Dutch Auction.”

“ Revolving Agent ” shall mean KeyBank, in its capacity as administrative agent for the Revolving Lenders hereunder and under the other Loan Documents, and shall include any successor to the Revolving Agent appointed pursuant to Section 11.09 .

“ Revolving Availability Period ” shall mean the period from and including the Closing Date to but excluding the earlier of (i) the Business Day preceding the Initial Revolving Loan Maturity Date and (ii) the date of termination of the Revolving Commitments.

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

“ Revolving Commitment ” shall mean, with respect to each Lender, (i) the Initial Revolving Commitment, (ii) the commitment hereunder to acquire participations in Letters of Credit, (iii) the commitments in connection with the Incremental Revolving Facility, if any, issued after the Closing Date pursuant to Section 2.15 or (iv) the Other Revolving Commitments, if any, issued after the Closing Date pursuant to Section 2.17 , as each may be modified pursuant to Section 2.16 or terminated or reduced in accordance with the terms hereof. The aggregate amount of the Revolving Commitments as of the Closing Date is $50,000,000.

“ Revolving Exposure ” shall mean, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s LC Exposure, plus the aggregate amount at such time of such Lender’s Swing Line Exposure.

“ Revolving Facility ” shall have mean the Initial Revolving Facility and any Incremental Revolving Facility.

“ Revolving Lead Arrangers ” shall mean the Revolving Lead Arrangers listed on the cover page hereof.

“ Revolving Lender ” shall mean a Lender with a Revolving Commitment or who holds a Revolving Loan.

“ Revolving Loan ” shall mean a Loan made by Lenders to the Borrower pursuant to Section 2.01(c) , including, unless the context shall otherwise require, any Incremental Revolving Loans made pursuant to Section 2.15 after the Closing Date and Other Revolving Loans, if any, made pursuant to Section 2.17 after the Closing Date.

“ Revolving Note ” shall have the meaning set forth in Section 2.06(a) .

“ S&P ” shall mean Standard & Poor’s Ratings Services, a division of McGraw‑Hill, Inc.

“ Sale Leaseback Transaction ” shall mean any arrangement with any Person or Persons, whereby in contemporaneous or substantially contemporaneous transactions a Loan Party sells substantially all of its right, title and interest in any property and, in connection therewith, a Loan Party acquires, leases or licenses back the right to use all or a material portion of such property.

“ Sanctions ” shall have the meaning set forth in Section 5.21(b)(iv) .

“ SEC ” shall mean the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

“ Secured Cash Management Agreement ” shall have the meaning set forth in Section 12.19 .

“ Secured Cash Management Obligations ” shall mean the Cash Management Obligations with respect to any Secured Cash Management Agreement.

“ Secured Parties ” shall mean the collective reference to the Administrative Agent, the Revolving Agent, the Collateral Agent, the Lenders, each Issuing Bank, any Qualified Counterparties, the Lead Arrangers or a Lender or an Affiliate of the Administrative Agent, the Revolving Agent, the Lead Arrangers or a Lender providing Secured Cash Management Obligations and each co-agent or sub-agent appointed by the Administrative Agent or Revolving Agent from time to time pursuant to Article XI .

“ Secured Swap Agreement ” shall have the meaning set forth in Section 12.19 .

“ Securities Act ” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Security Agreement ” shall mean the Security Agreement in the form of Exhibit E , as modified, supplemented, amended, restated (including any amendment and restatement thereof), extended or renewed from time to time in accordance with the terms thereof and hereof.

“ Security Document ” shall mean and include each of the Security Agreement, each Mortgage and, after the execution and delivery thereof, each Additional Security Document and each Intercreditor Agreement (if any).

“ Significant Event of Default ” shall mean an Event of Default under Section 10.01(a) or (f) .

“ Single Employer Plan ” shall mean any Plan that is covered by Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, other than a Multiemployer Plan, that is maintained or contributed to by Holdings, the Borrower or any Commonly Controlled Entity or to which Holdings, the Borrower or a Commonly Controlled Entity has any direct or indirect liability or could reasonably be expected to have liability under Section 4069 of ERISA in the event that such plan has been or were to be terminated.

“ Solvent ” shall mean, with respect to any Person and its Subsidiaries on a consolidated basis, that as of any date of determination, (i) the sum of the Indebtedness (including contingent liabilities) of such Person and its Subsidiaries, on a consolidated basis, does not exceed the fair value of the assets of such Person and its Subsidiaries, on a consolidated and going concern basis; (ii) the present fair saleable value of the assets of such Person and its Subsidiaries, on a consolidated and going concern basis, is not less than the amount that will be required to pay the probable liabilities of such Person and its Subsidiaries, on a consolidated basis, on their debts as they become absolute and matured in the ordinary course; (iii) the capital of such Person and its Subsidiaries, on a consolidated and going concern basis, is not unreasonably small in relation to the business of such Person and its Subsidiaries, on a consolidated basis, contemplated on the date hereof; and (iv) such Person and its Subsidiaries, on a consolidated basis, do not intend to incur, or believe that they will incur, debts (including current obligations and contingent liabilities) beyond their ability to pay such debts as they mature in the ordinary course of business. For the purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“ Specified Acquisition ” shall mean the Acquisition by the Borrower of the target identified to the Lead Arrangers prior to the date hereof.

“ Specified Acquisition Agreement ” shall mean the acquisition agreement pursuant to which the Specified Acquisition shall be consummated.

“ Specified Acquisition Agreement Representations and Warranties ” shall mean the representations made by or on behalf of the Acquired Business in the Closing Date Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or the Borrower’s applicable affiliate has the right, pursuant to the Closing Date Acquisition Agreement, to terminate its obligations under the Closing Date Acquisition Agreement or to decline to consummate the Closing Date Acquisition as a result of a breach of such representations and warranties in the Closing Date Acquisition Agreement.

“ Specified Equity Contribution ” shall have the meaning set forth in Section 10.04(a) .

“ Specified Representations ” shall mean the representations and warranties set forth in Section 5.03(a) , Section 5.04 , Section 5.06(iii) , Section 5.12(f) , Section 5.15 , Section 5.19(a) , Section 5.20 and Section 5.21(a) , (c) and (d) .

“ Specified Transactions ” shall mean (a) any acquisition or other Investment or the sale, transfer or other disposition of all or substantially all equity interests in or assets of any Restricted Subsidiary of Holdings or any division, business unit, line of business or facility used for operations of Holdings or any of its Subsidiaries (in each case, to a Person other than Holdings or any Subsidiary), consolidations, recapitalizations, equity issuances, operating improvements, business optimization projects, restructurings, cost saving initiatives and other similar initiatives and specified transactions and (b) any incurrence or retirement, extinguishment or repayment of Indebtedness, restricted payment or other event, that by the terms hereof requires pro forma compliance with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis”.

“ Sponsor ” shall mean, collectively, Oaktree Power Opportunities Fund IV (Delaware) Holdings, L.P. and its Controlled Investment Affiliates and associated funds.

“ Sponsor Model ” shall mean the model delivered to the Lead Arrangers on August 2, 2018.

“ Standby Letter of Credit ” shall mean any standby letter of credit.

“ Subordinated Indebtedness ” shall mean, with respect to the Obligations, any Indebtedness of the Borrower or any Guarantor which is by its terms subordinated in right of payment to the Obligations (including, in the case of a Guarantor, Obligations of such Guarantor under its Guarantee).

“ Subsidiary ” shall mean, with respect to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other Capital Stock having ordinary voting power (other than stock or such other Capital Stock having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of Holdings.

“ Subsidiary Designation ” shall have the meaning set forth in Section 7.11 .

“ Subsidiary Guarantor ” shall mean each Wholly Owned Domestic Subsidiary of Holdings (other than (i) the Borrower, (ii) any Unrestricted Subsidiaries, (iii) any FSHCO, (iv) any direct or indirect Domestic Subsidiary of a Foreign Subsidiary, (v) any Subsidiary which is a corporation which is exempt from U.S. federal income tax described in Section 501(c) of the Code, (vi) any Subsidiary of the Borrower acquired or formed after the Closing Date pursuant to an Investment permitted under this Agreement which, at the time of such acquisition, is not a Wholly Owned Subsidiary; provided that such Subsidiary shall become a Subsidiary Guarantor at the time such Subsidiary becomes a Wholly Owned Domestic Subsidiary, (vii) any

Immaterial Subsidiary that has not entered into a Guarantee, (viii) any Subsidiary which is a captive insurance company and (ix) any Subsidiary which is a special purpose vehicle) and each other Domestic Subsidiary designated as a “Subsidiary Guarantor” by the Borrower, in each case, whether existing on the Closing Date or established, created or acquired after the Closing Date, unless and until such time as the respective Subsidiary is released from all of its obligations in accordance with the terms and provisions of this Agreement; provided , that “Subsidiary Guarantor” shall not include (i) any Subsidiary prohibited from guaranteeing the Obligations (x) by applicable law, rule regulation or by any contractual obligation (to the extent not created for such purpose) existing on the Closing Date or (y) by applicable law, rule, regulation or by any contractual obligation (to the extent not created for such purpose) existing at the time of acquisition of such Subsidiary after the Closing Date, for so long as such prohibition exists, (ii) any Subsidiary which would require governmental or regulatory consent, approval, license or authorization to provide a guarantee, unless such consent, approval, license or authorization has been received, (iii) any Subsidiary to the extent such guarantee could reasonably be expected to result in adverse tax consequences that are not de minimis (as reasonably determined by the Borrower) and (iv) any Subsidiary where the cost and/or burden of providing such guarantee is excessive in relation to the value afforded thereby (as reasonably determined by the Borrower and the Administrative Agent), it being understood and agreed that if a Subsidiary executes this Agreement as a “Subsidiary Guarantor” then it shall constitute a “Subsidiary Guarantor”; provided further , notwithstanding the above, no Subsidiary shall be excluded as a “Subsidiary Guarantor” if such Subsidiary enters into, or is required to enter into, a guarantee of (or becomes, or is required to become, a borrower or other obligor under) any Indebtedness incurred pursuant to Section 8.01(c) or any Permitted Incremental Equivalent Debt (solely to the extent such “Subsidiary” is a Domestic Subsidiary).

“ Swap Agreement ” shall mean any agreement with respect to any swap, cap, collar, hedge, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions (including, without limitation, any Interest Rate Protection Agreement).

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

“ Swap Termination Value ” shall mean, in respect of any one or more Swap Agreement, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Agreement, (a) for any date on or after the date such Swap Agreement has been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) , the amount(s) determined as the mark‑to‑market value(s) for such Swap Agreement, as determined based upon one or more mid‑market or other readily available quotations provided by any recognized dealer in such Swap Agreement (which may include a Lender or any Affiliate of a Lender).

“ Swing Line Commitment ” shall mean the commitment of the Swing Line Lender to make loans pursuant to Section 2.01(e) , as the same may be reduced from time to time pursuant to Section 3.02 . The aggregate principal amount of the Swing Line Commitment shall be $20,000,000 on the Closing Date, and the Swing Line Commitment shall in no event exceed the Revolving Commitment. The Swing Line Commitment is part of, and not in addition to, the Revolving Commitment.

“ Swing Line Exposure ” shall mean at any time the aggregate principal amount at such time of all outstanding Swing Line Loans. The Swing Line Exposure of any Revolving Lender at any time shall equal its Pro Rata Percentage of the aggregate Swing Line Exposure at such time.

“ Swing Line Lender ” shall mean, in its capacity as Swing Line Lender hereunder, KeyBank or, upon the resignation of KeyBank as Revolving Agent hereunder, any Lender (or Affiliate or Approved Fund of any Lender) that agrees, with the approval of the Revolving Agent (or, if there is no such successor Agent, the Required Lenders) and the Borrower, to act as the Swing Line Lender hereunder.

“ Swing Line Loan ” shall mean any loan made by the Swing Line Lender pursuant to Section 2.01(e)(i) .

“ Swing Line Note ” shall have the meaning given to that term in Section 2.06(a) .

“ Syndication Amendment ” shall have the meaning given to that term in Section 7.17 .

“ Synthetic Lease Obligation ” shall mean the monetary obligation of a Person under a so‑called synthetic, off‑balance sheet or tax retention lease.

“ Taxes ” shall mean all present or future taxes, levies, imposts, duties, fees, assessments, deductions, withholdings (including backup withholding) or other charges in the nature of taxation now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein and all interest, penalties or similar liabilities with respect to such taxes, levies, imposts, duties, fees, assessments or other charges.

“ Term Facility ” shall mean any Tranche (or all Tranches) of Term Loans, as the context may require.

“ Term Lead Arrangers ” shall mean the Term Lead Arrangers listed on the cover page hereof.

“ Term Lender ” shall mean a Lender with a Term Loan Commitment or who holds a Term Loan.

“ Term Loan Commitment ” shall mean, for each Lender, (i) the Initial Term Loan Commitment, (ii) the Delayed Draw Term Loan Commitment, (iii) the commitments in respect of Incremental Term Loans, if any, issued after the Closing Date pursuant to Section 2.15 or (iv) the Other Term Commitments, if any, issued after the Closing Date pursuant to Section 2.17 , as each may be modified pursuant to Section 2.16 or terminated or reduced in accordance with the terms hereof. The aggregate amount of the Term Loan Commitments as of the Closing Date is $275,000,000.

“ Term Loans ” shall mean, collectively, the Initial Term Loans, the Delayed Draw Term Loans and, unless the context otherwise requires, any Incremental Term Loans and any Other Term Loans.

“ Term Loan Register ” shall have the meaning set forth in Section 12.15(a) .

“ Term Note ” shall have the meaning set forth in Section 2.06(a) .

“ Termination Date ” shall mean the first date on which each of the following conditions are satisfied:

(a)      the full cash payment of the Obligations under the Loan Documents (other than unasserted contingent indemnification and reimbursement obligations and other than obligations in respect of Letters of Credit which have been Cash Collateralized or backstopped);

(b)      the termination or expiration of all Commitments; and

(c)      the full cash payment of the Obligations under the Secured Swap Agreements, to the extent due and payable or that would be due and payable pursuant to the Secured Swap Agreement upon the release of the pledge and security interests granted under the Security Documents (other than any Obligations relating

to Swap Agreements that, at such time, are allowed by the applicable provider of such Swap Agreements to remain outstanding without being required to be repaid).

“ Total Initial Term Loan Commitment ” shall mean, at any time, the sum of the Initial Term Loan Commitments of each of the Lenders at such time.

“ Total Net Leverage Ratio ” shall mean, as of any date of determination, the ratio of (a) the excess of (i) Consolidated Total Debt as at such date (after giving effect to any Incurrence, repayment, repurchase, redemption, defeasance, retirement or discharge of Indebtedness on such date) over (ii) Net Cash as at such date, to (b) Consolidated EBITDA, calculated on a Pro Forma Basis, for the most recently completed Measurement Period.

“ Total Revolving Commitment ” shall mean, at any time, the sum of the Revolving Commitments of each of the Lenders at such time.

“ Tranche ” shall mean the respective facility and commitments utilized in making Loans hereunder, with there being three Tranches of Commitments on the Closing Date, i.e. , Initial Term Loan Commitments, Delayed Draw Term Loan Commitments and Initial Revolving Commitments. Each Class of Loans or Commitments shall constitute a separate Tranche hereunder. Additional Tranches may be added after the Closing Date pursuant to Section 2.15 , 2.16 or 2.17 .

“ Transactions ” shall mean the Closing Date Acquisition, the Incurrence of the Initial Term Loans, the Delayed Draw Term Loan Commitments and the Initial Revolving Commitments, the Closing Date Refinancing and the payment of all fees (including any original issue discount), costs and expenses in connection with the foregoing (such fees, costs and expenses being, the “ Transaction Costs ”) and all of the transactions to occur on the Closing Date related to the foregoing.

“ Transaction Costs ” has the meaning set forth in the definition of Transactions.

“ Transformative Acquisition ” shall mean any acquisition (a) with a purchase price in excess of $200,000,000, (b) that is not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or (c) that if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition, would not provide Holdings and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith.

“ Type ” shall mean the type of Loan determined with regard to the interest option applicable thereto, i.e. , whether a Base Rate Loan or a LIBOR Loan.

“ UCC ” shall mean the Uniform Commercial Code as from time to time in effect in the relevant jurisdiction.

“ Undisclosed Administration ” shall mean, in relation to a Lender or its parent company, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender or its parent company is subject to home jurisdiction supervision if applicable law requires that such appointment is not to be publicly disclosed.

“ United States ” and “ U.S. ” shall each mean the United States of America.

“ Unrestricted ” shall mean, when referring to cash or Cash Equivalents, that such cash or Cash Equivalents are not Restricted.

“ Unrestricted Subsidiary ” shall mean:

(a)      any Subsidiary of the Borrower designated by the board of directors of the Borrower as an Unrestricted Subsidiary pursuant to Section 7.11 subsequent to the Closing Date but only to the extent that such Subsidiary:

(i)      is not, after giving effect to such designation, a party to any agreement, contract, arrangement or understanding with the Borrower or any Restricted Subsidiary of the Borrower unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Borrower;

(ii)      is a Person with respect to which neither the Borrower nor any of its Restricted Subsidiaries has any direct or indirect obligation (I) to subscribe for additional Capital Stock or (II) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

(iii)      has not guaranteed or otherwise directly or indirectly provided credit support for any then outstanding Indebtedness of Holdings or any of its Restricted Subsidiaries; and

(iv)      does not own or have any rights to any material Intellectual Property; and

(b)      any Subsidiary of an Unrestricted Subsidiary.

“ Unused Commitment Fee ” shall have the meaning given to that term in Section 3.01(e) .

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

“ Wholly Owned Domestic Subsidiary ” shall mean, with respect to any Person, any Wholly Owned Subsidiary of such Person which is a Domestic Subsidiary.

“ Wholly Owned Subsidiary ” shall mean, with respect to any Person, (i) any corporation 100% of whose Capital Stock is at the time owned by such Person and/or one or more Wholly Owned Subsidiaries of such Person and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person and/or one or more Wholly Owned Subsidiaries of such Person has a 100% equity interest at such time (other than, in the case of a Foreign Subsidiary of the Borrower with respect to the preceding clauses (i) and (ii) , director’s qualifying shares and/or other nominal amount of shares required to be held by Persons other than the Borrower and its Subsidiaries under applicable law).

“ Write-Down and Conversion Powers ” shall mean, 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.

“ Yield ” shall mean, with respect to any Loan, Commitment, or other applicable transaction, as the case may be, on any date of determination as calculated by the Administrative Agent, (a) any interest rate margin, (b) increases in interest rate floors (but only to the extent that an increase in the interest rate floor with respect to the Term Loans would cause an increase in the interest rate then in effect with respect thereto at the time of determination hereunder, and, in such case, then the interest rate floor (but not the interest rate margin solely for determinations under this clause (b)) applicable to such Term Loans shall be increased to the extent of such differential between interest rate floors), (c) original issue discount and (d) upfront fees paid to any Person, (with original issue discount and upfront fees being equated to interest based on assumed four-year life to maturity or, if less, the remaining life to maturity), but exclusive of any arrangement, commitment structuring, underwriting or similar fee paid to any Person in connection therewith that are not paid to all of the Lenders providing such Loans and Commitments.

Section 1.02    Other Interpretive Provisions. Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(a) As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms not defined in Section 1.01 shall have the respective meanings given to them under GAAP (but subject to the terms of Section 12.07 , (ii) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (iii) unless the context otherwise requires, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, (iv) the word “will” shall be construed to have the same meaning and effect as the word “shall,” and (v) unless the context otherwise requires, any reference herein (A) to any Person shall be construed to include such Person’s successors and assigns and (B) to Holdings, the Borrower or any other Loan Party shall be construed to include Holdings, the Borrower or such Loan Party as debtor and debtor‑in‑possession and any receiver or trustee for Holdings, the Borrower or any other Loan Party, as the case may be, in any insolvency or liquidation proceeding.

(b) The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article, Section, Schedule and Exhibit references are to the Articles, Sections and Schedules of and Exhibits to this Agreement unless otherwise specified.

(c) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(d) Notwithstanding anything herein or any other Loan Document to the contrary, whenever any document, agreement or other item is required by any Loan Document to be delivered, or subject to Section 2.10(d) , payment is required to be made, on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day.

(e) Any reference herein and in the other Loan Documents to the “payment in full” of the Obligations and words of similar import shall mean the occurrence of the Termination Date.

(f) Any financial ratios required to be maintained by Holdings or the Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under 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).

(g) Unless otherwise expressly provided herein, (a) references to Organizational Documents, agreements (including the Loan Documents) and other contractual instruments herein or in the Loan Documents shall be deemed to include all subsequent amendments, restatements, extensions, supplements, replacements, extensions, renewals, refinancings, restructurings and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements, replacements, extensions, renewals, refinancings, restructurings and other modifications are not prohibited hereby; (b) all references to leases and licenses herein or in the Loan Documents will include sub-leases and sub-licenses, as applicable, and (c) references to any law or regulation shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law or regulation and, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.

(h) All references to “knowledge” or “awareness” of any Loan Party or a Restricted Subsidiary thereof mean the actual knowledge of an Authorized Officer of a Loan Party or such Restricted Subsidiary.

(i) The word “or” is not exclusive.

(j) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including pro forma compliance with Section 8.13 hereof, any First Lien Net Leverage Ratio test, or Total Net Leverage Ratio test) (any such amounts, the " Fixed Amounts ") substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the " Incurrence-Based Amounts "), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts in connection with such substantially concurrent incurrence and shall be calculated for the most recent twelve consecutive month period ending prior to the date of such determination for which consolidated financial statements of Holdings have been (or were required to be) delivered. In the event that any transaction permitted pursuant to Article VIII (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof) meets the criteria of one or more than one of the categories of transactions then permitted pursuant to any clause of such Sections in Article VIII (within the same negative covenant), the Borrower, in its sole discretion, may classify or reclassify (or later divide, classify or reclassify) such transaction and shall only be required to include the amount and type of such transaction in one of such clauses.     

(k) All certifications to be made hereunder by an officer or representative of a Loan Party shall be made by any such Person in his or her capacity solely as an officer or representative of such Loan Party, on such Loan Party’s behalf and not in such Person’s individual capacity.

(l) If more than one action occurs on any given date the permissibility of the taking of which is determined hereunder by reference to the amount of the Available Amount immediately prior to the taking of such action, the permissibility of the taking of each such action shall be determined independently and in no event may any two or more such actions be treated as occurring simultaneously.

(m) For purposes of determining compliance with Section 8.01 , 8.02 , 8.04 , 8.05 , 8.06 , or 8.07 , in the event that any Indebtedness, Liens, Disposition, Restricted Payment, Investments or prepayment of Indebtedness is in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of currency exchange occurring after the time the Borrower or one of its Subsidiaries is contractually obligated to incur, make or acquire such Indebtedness, Liens, Disposition, Restricted Payment, Investments or prepayment of Indebtedness (so long as, at the time of entering into the contract to incur, make or acquire such Indebtedness, Liens, Disposition, Restricted Payment, Investments or prepayment of Indebtedness,

it was permitted hereunder) and once contractually obligated to be incurred, made or acquired, the amount of such Indebtedness, Liens, Disposition, Restricted Payment, Investments or prepayment of Indebtedness, shall be always deemed to be at the Dollar amount on such date, regardless of later changes in currency exchange rates.

(n) With respect to any period during which the Transactions or any Specified Transaction occurs, the calculation of the Total Net Leverage Ratio, First Lien Net Leverage Ratio, Consolidated EBITDA, Consolidated Net Income and Consolidated Total Assets or for any other purpose hereunder, with respect to such period shall be made on a Pro Forma Basis. For the avoidance of doubt, Excess Cash Flow shall not be calculated on a Pro Forma Basis.

(o) Notwithstanding anything to the contrary, (a) unless specifically stated otherwise herein, any dollar, number, percentage or other amount available under any carve-out, basket, exclusion or exception to any affirmative, negative or other covenant in this Agreement or the other Loan Documents may be accumulated, added, combined, aggregated or used together by any Loan Party and its Subsidiaries without limitation for any purpose not prohibited hereby, and (b) any action or event permitted by this Agreement or the other Loan Documents need not be permitted solely by reference to one provision permitting such action or event but may be permitted in part by one such provision and in part by one or more other provisions of this Agreement and the other Loan Documents.

(p) Notwithstanding anything herein to the contrary, for purposes of (i) measuring the relevant ratios and baskets with respect to the incurrence of any Indebtedness or Liens or the making of any acquisitions or other Investments, Restricted Payments, prepayments of subordinated or junior Indebtedness, Asset Sales or fundamental changes or the designation of any Restricted Subsidiaries or (ii) determining compliance with representations and warranties or the occurrence of any default or Event of Default, in each case, in connection with a Limited Condition Acquisition, the date of determination of whether any such action is permitted hereunder, shall at Borrower’s option be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “ LCA Test Date ”), and if, after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent test period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio, basket, representation or warranty, such ratio, basket, representation or warranty shall be deemed to have been complied with. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket with respect to a transaction described in clause (i) of the previous sentence, on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated and tested both on (A) a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) has been consummated and (B) on a standalone basis assuming such Limited Condition Acquisition, and the other transactions in connection therewith, have not been consummated, until such time as such Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated or expires.

(q) Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Document, to the extent that any Lender extends the maturity date of, or replaces, renews or refinances, any of its then-existing Loans with an Incremental Facility, Credit Agreement Refinancing Indebtedness or loans incurred under a new credit facility, in each case, to the extent such extension, replacement, renewal or 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 Loan Document that such payment be made “in Dollars”, “in immediately available funds”, “in Cash” or any other similar requirement.

ARTICLE II

AMOUNT AND TERMS OF CREDIT

Section 2.01    Amounts and Terms of The Commitments.

(a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan on the Closing Date in the aggregate principal amount of its Initial Term Loan Commitment; provided that, Initial Term Loans (A) will be incurred pursuant to a single drawing on the Closing Date, (B) are denominated in Dollars, and (C) except as hereinafter provided, shall, at the option of the Borrower, be maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 2.11(b) , all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type.

(b) Subject to and upon the terms and conditions set forth herein, each Lender with a Delayed Draw Term Loan Commitment severally agrees to make a Delayed Draw Term Loan on the Delayed Draw Funding Date, in the principal amount of its Delayed Draw Term Loan Commitment; provided that Delayed Draw Term Loans (A) will be incurred pursuant to a single drawing on the Delayed Draw Funding Date, (B) will be denominated in Dollars, (C) will initially be of the same Type and will have the same Interest Period as the Initial Term Loans outstanding immediately prior to the Borrowing of such Delayed Draw Term Loans and (D) bear interest, until the last day of such initial Interest Period, at the same rate as the Initial Term Loans outstanding immediately prior to the Borrowing of such Delayed Draw Term Loans. The Initial Term Loans and the Delayed Draw Term Loans (if and when funded) shall have the same terms and shall be treated as a single Class for all purposes, except that interest on the Delayed Draw Term Loans shall commence to accrue from the applicable Delayed Draw Funding Date thereof. Notwithstanding anything to the contrary herein, at its option and in its sole discretion, the Administrative Agent may fund the Delayed Draw Term Loans on the Delayed Draw Funding Date on behalf of each Lender having a Delayed Draw Term Loan Commitment immediately prior to the Delayed Draw Funding Date. To the extent the Administrative Agent funds the Delayed Draw Term Loans on behalf of such Lenders, each Lender with a Delayed Draw Term Loan Commitment immediately prior to the Delayed Draw Funding Date severally agree to repay to the Administrative Agent within one Business Day after the Administrative Agent has funded the Delayed Draw Term Loans, and the Borrower agrees to repay to the Administrative Agent any such amount not so funded by any Lender within three (3) Business Days after the Administrative Agent has funded the Delayed Draw Term Loans, the amount of Delayed Draw Term Loans corresponding to such Lender’s Delayed Draw Term Loan Commitment immediately prior to the Delayed Draw Funding Date together with interest thereon, for each day from the date such amount is made available to the Borrower to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount (other than, for the avoidance of doubt, interest paid pursuant to clause (ii) above), such amount shall constitute such Lender’s Delayed Draw Term Loan as part of such Borrowing for purposes of this Agreement. The Borrower and the Sponsor each agree to assist the Lead Arrangers in starting retail syndication of the Initial Term Loans and the Delayed Draw Term Loans by not later than September 28, 2018. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in no event shall the Delayed Draw Term Loans be required to be funded

unless the Lead Arrangers have had a reasonable opportunity to syndicate the Delayed Draw Term Loan Facility.

(c) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Commitment severally agrees to make a revolving loan or revolving loans (each, an “ Initial Revolving Loan ” and, collectively, the “ Initial Revolving Loans ”) to the Borrower, at any time and from time to time on or after the Closing Date until the earlier of the applicable Latest Maturity Date and the termination of the Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment.

(d) After the Closing Date, subject to and upon the terms and conditions set forth herein and in the Incremental Amendment or Refinancing Amendment applicable to the Tranche of Loans then being made pursuant to this clause (d) , each Lender with a Commitment with respect to such Tranche of Loans (other than an Initial Term Loan Commitment or a Delayed Draw Term Loan Commitment) severally agrees to make a Loan under such Tranche to the Borrower, which Loans under such Tranche (i) shall be incurred pursuant to a single drawing on the date set forth for such incurrence in the Incremental Amendment or Refinancing Amendment, as the case may be, (ii) shall be denominated in Dollars, and (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 2.11(b) , all Term Loans under a Tranche comprising the same Borrowing shall at all times be of the same Type. Once repaid, Term Loans incurred hereunder may not be reborrowed. Within the limits set forth in this clause (d) above and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans.

(e) Swing Line Loans .

(i) Swing Line Commitment . Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.01(e) , agrees to make swing line loans in Dollars (each a “ Swing Line Loan ” and, collectively, the “ Swing Line Loans ”) to the Borrower from time to time on any Business Day during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (and upon each such Borrowing of Swing Line Loans, the Borrower shall be deemed to represent and warrant that such Borrowing will not result in) (i) the aggregate principal amount of outstanding Swing Line Loans exceeding the Swing Line Commitment, or (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby, irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Pro Rata Percentage times the amount of such Swing Line Loan.

(ii) Swing Line Loans . To request a Swing Line Loan, the Borrowers shall deliver, by hand delivery or facsimile transmission (or transmit by other electronic transmission if arrangements for doing so have been approved in writing by the Swing Line Lender), a duly completed and executed Notice of Borrowing to the Swing Line Lender, not later than 12:00 noon, New York City time (or such later time as the Revolving Agent may agree in its sole discretion), on the Business Day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and the amount of the requested Swing Line Loan. Each Swing Line Loan shall be a Base Rate Loan.

The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender, if any, or otherwise to an account as directed by the Borrower in the applicable Notice of Borrowing (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement, by remittance to the Issuing Bank). The Swing Line Lender shall endeavor to fund each Swing Line Loan by 3:00 p.m., New York City time and shall in all events fund each Swing Line Loan by no later than 5:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Borrower shall not request a Swing Line Loan unless the conditions set forth in Section 6.02 shall have been satisfied. Swing Line Loans shall be made in minimum amounts of $100,000.

(iii) Prepayment . The Borrower shall have the right at any time and from time to time to repay, without prepayment or penalty, any Swing Line Loan, in whole or in part, upon giving written notice to the Swing Line Lender and the Revolving Agent before 1:00 p.m., New York City time, on the proposed date of repayment.

(iv) Participations . The Swing Line Lender (x) may at any time in its discretion and (y) shall, no less frequently than weekly when any Swing Line Loan is outstanding, by written notice given to the Revolving Agent ( provided such notice requirement shall not apply if the Swing Line Lender and the Revolving Agent are the same entity) not later than 12:00 noon, New York City time, on the next succeeding Business Day following such notice require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans then outstanding. Such notice shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Revolving Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Pro Rata Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Revolving Agent, for the account of the Swing Line Lender, such Lender’s Pro Rata Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or a reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever (so long as such payment shall not cause such Lender’s Revolving Exposure to exceed such Lender’s Revolving Commitment). Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis , to the payment obligations of the Revolving Lenders), and the Revolving Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders; provided , that the Revolving Lender who is the Swing Line Lender shall be deemed to have funded its Pro Rata Percentage automatically without further funding. The Revolving Agent shall notify the Borrower of any participations in any Swing Line Loan acquired by the Revolving Lenders pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Revolving Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Revolving Agent. Any such amounts received by the Revolving Agent shall be promptly remitted by the Revolving Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph, as their interests may appear. The purchase of participations in a

Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

(v) Resignation or Removal of the Swing Line Lender . The Swing Line Lender may resign as Swing Line Lender hereunder at any time upon at least thirty (30) days’ prior written notice to the Lenders, the Revolving Agent and the Borrower. Following such notice of resignation from the Swing Line Lender, the Swing Line Lender may be replaced at any time by written agreement among the Borrower (with the Borrower’s agreement not to be unreasonably withheld, delayed or conditioned), the Revolving Agent and the successor Swing Line Lender. The Revolving Agent shall notify the Lenders of any such replacement of the Swing Line Lender. At the time any such resignation or replacement shall become effective, the Borrower shall pay all unpaid fees and interest accrued for the account of the replaced Swing Line Lender. From and after the effective date of any such resignation or replacement, (i) the successor Swing Line Lender shall have all the rights and obligations of the Swing Line Lender under this Agreement with respect to Swing Line Loans to be made by it thereafter and (ii) references herein and in the other Loan Documents to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lenders, or to such successor and all previous Swing Line Lenders, as the context shall require. After the resignation or replacement of the Swing Line Lender hereunder, the replaced Swing Line Lender shall remain a party hereto and shall continue to have all the rights and obligations of the Swing Line Lender under this Agreement with respect to Swing Line Loans made by it prior to such resignation or replacement, but shall not be required to make additional Swing Line Loans.

(vi) Payments of Principal and Interest . The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

(f) Letters of Credit .

(i) General . Subject to the terms and conditions set forth herein, the Borrower may request the Issuing Banks, and the Issuing Banks agree, to issue Letters of Credit in Dollars for the account of the Borrower or any other Loan Party in a form reasonably acceptable to the Issuing Bank and the Revolving Agent, at any time and from time to time prior to the Letter of Credit Expiration Date ( provided that the Borrower shall be a co-applicant, and be jointly and severally liable hereunder, with respect to each Letter of Credit issued for the account of any Loan Party). The Issuing Bank shall have no obligation to issue, and the Borrower shall not request the issuance of, any Letter of Credit at any time if after giving effect to such issuance the total of the Revolving Exposures of the Lenders would exceed the Total Revolving Commitment or the LC Exposure of any Issuing Bank would exceed the Revolving Commitments of such Issuing Bank (or its applicable affiliate that is a Revolving Lender). In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any LC Request or other agreement submitted by or on behalf of the Borrowers to, or entered into by the Borrowers with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(ii) Request for Issuance, Amendment, Extension; Certain Conditions and Notices . To request the issuance of a Letter of Credit or the amendment or extension of an outstanding Letter of Credit, the Borrowers shall deliver (or request by facsimile) by hand, or telecopier (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank), an LC Request to the Issuing Bank and the Revolving Agent not later than 12:00 noon New York City time on the third Business Day preceding the requested date of issuance, amendment or extension (or such later date and time as is acceptable to the Issuing Bank).

A request for an initial issuance of a Letter of Credit shall specify, in form and detail reasonably satisfactory to the Issuing Bank:

(A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day);

(B) the stated or “face” amount thereof;

(C) the expiry date thereof (which shall not be later than the close of business on the Letter of Credit Expiration Date);

(D) the name and address of the beneficiary thereof;

(E) whether the Letter of Credit is to be issued for the account of the Borrower or for the account of one of the other Loan Parties ( provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of any Loan Party);

(F) the documents to be presented by such beneficiary in connection with any drawing thereunder;

(G) the full text of any certificate to be presented by such beneficiary in connection with any drawing thereunder; and

(H) such other matters as the Issuing Bank may reasonably require.

A request for an amendment or extension of any outstanding Letter of Credit shall specify in form and detail reasonably satisfactory to the Issuing Bank:

(I) the Letter of Credit to be amended or extended;

(J) the proposed date of amendment or extension thereof (which shall be a Business Day);

(K) the nature of the proposed amendment or extension; and

(L) such other matters as the Issuing Bank reasonably may require.

If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for the issuance of a Letter of Credit or any amendment thereto. A Letter of Credit shall be issued, amended or extended only if (and, upon issuance, amendment or extension of each Letter of Credit, the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension, (i) the total of the Revolving Exposures of the Lenders shall not exceed the Total Revolving Commitment and (ii) the conditions set forth in Section 6.02 in respect of such issuance, amendment or extension shall have been satisfied. Unless the Issuing Bank shall agree otherwise, no Letter of Credit shall be in an initial amount less than $100,000, in the case of a Commercial Letter of Credit, or $500,000, in the case of a Standby Letter of Credit.

Upon the issuance, amendment or extension of any Letter of Credit, the Issuing Bank shall promptly notify the Revolving Agent (and in the case of an issuance of a Letter of Credit, or an increase or decrease in the stated amount of an existing Letter of Credit, the Revolving Agent shall promptly notify each Revolving Lender, thereof) (and in the case of an issuance of a Letter of Credit, or an increase or decrease in the stated amount of an existing Letter of Credit, the notice to each Revolving Lender shall include a copy of such Letter of Credit and shall set forth the amount of each such Revolving Lender’s respective participation in such Letter of Credit pursuant to Section 2.01(f)(iv) ).

(iii) Expiration Date .

(A) Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) in the case of a Standby Letter of Credit, (x) the date which is one year after the date of the issuance of such Standby Letter of Credit (or, in the case of any extension thereof, one year after such extension) and (y) five (5) Business Days prior to the Letter of Credit Expiration Date and (ii) in the case of a Commercial Letter of Credit, (x) the date that

is 180 days after the date of issuance of such Commercial Letter of Credit (or, in the case of any extension thereof, 180 days after such extension) and (y) the Letter of Credit Expiration Date; provided , however , the Issuing Bank, in its sole discretion, may agree to extend such Letter of Credit beyond such date (the “ LC Extension ”) upon the Borrower either (i) Cash Collateralizing such Letter of Credit or (ii) backstopping such Letter of Credit, in each case unless the applicable Issuing Bank notifies the beneficiary thereof at least thirty (30) days (or such longer period as may be specified in such Letter of Credit) prior to the then applicable expiration date that such Letter of Credit will not be extended.

(B) If the Borrower so request in any LC Request, the Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “ Auto-Extension Letter of Credit ”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Bank to prevent any such extension at least once in each 12 month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such 12 month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank in such Auto-Extension Letter of Credit, the Borrower shall not be required to make a specific request to the Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the earlier of (i) one year from the date of such extension and (ii) the Letter of Credit Expiration Date, unless otherwise extended pursuant to the LC Extension; provided that the Issuing Bank shall not permit any such extension if (x) the Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its extended form under the terms hereof (by reason of the provisions of Section 2.01(f)(xiii) or otherwise), or (y) it has received notice on or before the day that is two (2) Business Days before the date which has been agreed upon pursuant to the proviso to the first sentence of this paragraph, (1) from the Revolving Agent that any Revolving Lender directly affected thereby has elected not to permit such extension or (2) from the Revolving Agent, any Lender or, if no Default or Event of Default has occurred and is continuing, the Borrower that one or more of the applicable conditions specified in Section 6.02 are not then satisfied.

(iv) Participations . By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby irrevocably grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Revolving Agent, for the account of the Issuing Bank, such Revolving Lender’s Pro Rata Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in Section 2.01(f)(v) , or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments, or expiration, termination or cash collateralization of any Letter of Credit and that each such payment shall be made without any defense, offset, abatement, withholding or reduction whatsoever.

(v) Reimbursement .

(A) If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Issuing Bank an amount equal to such LC Disbursement not later than 3:00 p.m., New York City time, on the date that such LC Disbursement is made if the Borrowers shall have received notice of such LC Disbursement prior to 12:00 noon, New York City time, on such date, or, if such notice has not been received by the Borrowers prior to such time on such date, then not later than 1:00 p.m., New York City time, on the Business Day immediately following the day that the Borrowers receive such notice; provided that the Borrower may, subject to the conditions to Borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with Revolving Loans bearing interest at the Base Rate in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Loans bearing interest at the Base Rate.

(B) If the Borrower fails to make any such payment when due, the Issuing Bank shall notify the Revolving Agent and the Revolving Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Revolving Agent not later than 3:00 p.m., New York City time, on such date (or, if such Revolving Lender shall have received such notice later than 12:00 noon, New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Revolving Lender’s Pro Rata Percentage of the unreimbursed LC Disbursement in the same manner as provided in Section 2.05 with respect to Revolving Loans made by such Revolving Lender, and the Revolving Agent will promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. The Revolving Agent will promptly pay to the Issuing Bank any amounts received by it from the Borrower pursuant to the above paragraph prior to the time that any Revolving Lender makes any payment pursuant to the preceding sentence and any such amounts received by the Revolving Agent from the Borrower thereafter will be promptly remitted by the Revolving Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as appropriate.

(C) If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Revolving Agent as provided above, each of such Revolving Lender and the Borrower agrees to pay interest on such amount, for each day from and including the date such LC Disbursement was made to but excluding the date such LC Disbursement is reimbursed, to the Revolving Agent for the account of the Issuing Bank at (i) in the case of the Borrower, the rate per annum set forth in (viii) below and (ii) in the case of such Lender, at a rate determined by the Revolving Agent in accordance with banking industry rules then in effect or practices on interbank compensation.

(vi) Obligations Absolute . The Reimbursement Obligation of the Borrower as provided in Section 2.01(f)(v) shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, this Agreement, or any other Loan Document, or any term or provision therein or herein; (ii) whether any other Person shall at any time have guaranteed or otherwise agreed to be liable for any of the Obligations or granted any security therefor, and if so, regardless of the termination of or any other change in the time, manner or place of payment of or any other term of any such guarantee or other obligations of such other Person, (iii) any exchange, change, waiver or release of, or failure of perfection of any Lien on, any Collateral for, or any other Person’s guarantee of or other liability for, any of the Obligations, (iv) the existence of any claim, setoff, defense or other right that the Borrower or any other Person may at any

time have against any beneficiary of any Letter of Credit, any assignee of proceeds of any Letter of Credit, the Issuing Bank, or any other Person, (v) any draft or other document presented under a Letter of Credit being proved to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (vi) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that fails to comply with the terms of such Letter of Credit; (vii) the fact that a Default or Event of Default shall have occurred and be continuing; (viii) any material adverse change in the business, property, results of operations, prospects or conditions, financial or otherwise, of the Borrower and its Restricted Subsidiaries, (ix) any merger, amalgamation, consolidation, sale of assets, or any other transaction involving any Loan Party, or (x) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.01(f) , constitute a legal or equitable discharge of, or provide a right of setoff against, the obligations of the Borrower hereunder. None of the Revolving Agent, the Lenders, the Issuing Bank or any of their Affiliates shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential, special, indirect, exemplary, incidental or punitive damages, claims in respect of which are hereby waived by the Borrower to the fullest extent permitted by applicable Requirements of Law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of bad faith, gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction (which is not subject to appeal)), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(vii) Disbursement Procedures . The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly give written notice to the Revolving Agent and the Borrower of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of their Reimbursement Obligation to the Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement (other than with respect to the timing of payment of such Reimbursement Obligation set forth in Section 2.01(f)(v) ).

(viii) Interim Interest . If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest payable on demand, for

each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburse such LC Disbursement, at the Base Rate plus the Applicable Margin for a period of three (3) Business Days from the date of such LC Disbursement, and at the rate per annum determined pursuant to Section 2.09(d) thereafter. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to Section 2.01(f)(v ) to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.

(ix) Cash Collateralization . If (1) any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Revolving Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of Cash Collateral pursuant to this paragraph, (2) as of the Letter of Credit Expiration Date, any LC Obligation for any reason remains outstanding or (3) there shall exist a Defaulting Lender, then the Borrower shall immediately (or, in the case of clause (3) , upon the reasonable request of the Revolving Agent) deposit on terms and in accounts satisfactory to the Revolving Agent and the Issuing Bank, in the name of the Collateral Agent and for the benefit of the Revolving Lenders and the Issuing Bank, an amount in cash equal to 103% of the LC Exposure as of such date (giving effect to any scheduled increases in the amount of such Letter of Credit, whether or not any conditions to such scheduled increases have been satisfied) plus any accrued and unpaid interest thereon and any other amounts due in connection therewith; provided that the obligation to deposit such Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence and during the continuance of any Event of Default under Section 10.01(f) . Funds so deposited shall be applied by the Collateral Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and pay accrued interest thereon and, to the extent not so applied, shall be held for the satisfaction of outstanding Reimbursement Obligations or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other Obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the existence and continuance of an Event of Default, such amount plus any accrued interest or realized profits with respect to such amounts (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived.

(x) Additional Issuing Banks . The Borrower may, at any time and from time to time, designate one or more additional Revolving Lenders to act as an Issuing Bank hereunder. Any Revolving Lender consenting in writing to such designation shall have all the rights and obligations of the Issuing Bank under the Loan Documents with respect to Letters of Credit issued or to be issued by it, and all references in the Loan Documents to the term “Issuing Bank” shall, with respect to such Letters of Credit, be deemed to refer to such Revolving Lender in its capacity as the Issuing Bank, as the context shall require. If at any time there is more than one Issuing Bank hereunder, the Borrower may, in its discretion, select which Issuing Bank is to issue any particular Letter of Credit. The Borrower shall promptly notify the Revolving Agent of the addition of an Issuing Bank pursuant to this paragraph (x) and the Revolving Agent shall promptly notify each other Issuing Bank and the Lenders thereof.

(xi) Resignation or Removal of the Issuing Bank . Each Issuing Bank may resign as an Issuing Bank hereunder at any time upon at least thirty (30) days’ prior written notice to the Lenders, the Revolving Agent and the Borrower. An Issuing Bank may be replaced at

any time by the Borrower. The Borrower shall promptly notify the Revolving Agent and the Revolving Agent shall promptly notify the Issuing Banks and the Lenders of any such replacement of an Issuing Bank. At the time any such resignation or replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 3.01(b) and, if an to the extent requested by the replaced Issuing Bank (and as a condition to the effectiveness of such resignation or replacement), any Letter of Credit issued by such replaced Issuing Bank shall have expired in accordance with its terms or shall have been cancelled at the request of the beneficiary(ies) thereof, in each case without any pending drawing thereon, or shall have been Cash Collateralized or backstopped, as so requested. From and after the effective date of any such resignation or replacement, as applicable, (i) the successor or additional Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued by it thereafter and (ii) references herein and in the other Loan Documents to the term “Issuing Bank” shall be deemed to refer to such successor or such additional or to any previous Issuing Bank, or to such successor or such additional and all previous Issuing Banks, as the context shall require. After the resignation or replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation or replacement, but shall not be required to issue, amend or extend any Letter of Credit.

(xii) Issuing Bank . The Issuing Bank shall have all of the benefits and immunities (A) provided to the Revolving Agent in Section 11.06 with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and documents pertaining to such Letters of Credit as fully as if the term “Revolving Agent” as used in Article IX included the Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Issuing Bank. The Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

(xiii) Other . The Issuing Bank shall be under no obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital or liquidity requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good faith deems material to it; or

(B) the issuance of such Letter of Credit would violate one or more policies of general application of the Issuing Bank now or hereafter in effect. The Issuing Bank shall be under no obligation to amend any Letter of Credit if (1) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(xiv) Letters of Credit Issued for Subsidiaries . Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Loan Party other than the Borrower, the Borrower shall be obligated to reimburse the Issuing Bank hereunder for any and all drawings under such Letter of Credit and shall be obligated to pay to the Issuing Bank any interest, fees or other amounts due and payable in connection with such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of such Loan Party inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the issuance of such Letters of Credit and the businesses of such Loan Party.

Section 2.02     Minimum Amount of Each Borrowing. The aggregate principal amount of each Borrowing of Loans under a respective Class shall not be less than the Minimum Borrowing Amount applicable to such Class. More than one Borrowing may occur on the same date, but at no time shall there be outstanding more than ten (or such greater number as may be agreed by the Administrative Agent or, with respect to the Revolving Loans only, the Revolving Agent) Borrowings of LIBOR Loans in the aggregate for all Classes of Loans.

Section 2.03     Notice of Borrowing.

(a) If the Borrower desires to incur the Loans (or portions thereof) as (x) LIBOR Loans hereunder, the Borrower shall give the Administrative Agent (and, with respect to Revolving Loans only, the Revolving Agent) at the Notice Office at least three Business Days (or, with respect to LIBOR Loans to be made on the Closing Date, such shorter period as shall be acceptable to the Administrative Agent) prior notice of the LIBOR Loans to be incurred hereunder and (y) Base Rate Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s (or, with respect to Base Rate Loans to be made on the Closing Date, such shorter period as shall be acceptable to the Administrative Agent) prior notice of the Base Rate Loans to be incurred hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 12:00 noon (New York City time) on such day. Each such notice (the “ Notice of Borrowing ”), except as otherwise expressly provided in Section 2.11 , shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, substantially in the form of Exhibit F , appropriately completed to specify: (i) the aggregate principal amount of such Borrowing and whether it is to be a Borrowing of Revolving Loans or Term Loans, (ii) the Class of the Loans to be incurred pursuant to such Borrowing, (iii) the date of such Borrowing (which shall be a Business Day), (iv) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, LIBOR Loans and, if LIBOR Loans, the initial Interest Period to be applicable thereto and (v) the applicable account details for the Borrower. The Administrative Agent shall promptly give each Lender which is required to make Loans of the Class specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. With respect to Revolving Loans, each reference to the Administrative Agent in this clause shall also be deemed to be a reference to the Revolving Agent.

(b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error. With respect to Revolving Loans,

each reference to the Administrative Agent in this clause shall also be deemed to be a reference to the Revolving Agent.

(c) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the applicable Latest Maturity Date.

Section 2.04     Repayment of Loans.

(a) The principal amount of the Loans of each Lender shall be repaid (i) in the case of the Initial Term Loans, (X) on each Quarterly Payment Date, commencing with the last Business Day of the first full Fiscal Quarter of the Borrower and its Subsidiaries following the Closing Date, in an amount equal to 0.25% of the aggregate principal amount of the Initial Term Loans incurred on the Closing Date (as such payments may be reduced from time to time as a result of the application of prepayments in accordance with this Section 2.04 , Section 4.01 , Section 4.02 or purchases in accordance with Section 12.04(a)(iv) or increased as a result of any increase in the amount of such Initial Term Loans pursuant to Section 2.15 ) and (Y) on the Initial Term Loan Maturity Date, in an amount equal to the aggregate principal amount outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment, (ii) in the case of Initial Revolving Loans, on the Initial Revolving Loan Maturity Date and (iii) in the case of Swing Line Loans, on the earlier of (x) the Initial Revolving Loan Maturity Date and (y) the first date after such Swing Line Loan is made that is the 15th or last Business Day of a calendar month and is at least two Business Days after such Swing Line Loan is made; provided that on each date that a Revolving Borrowing is made, the Borrower shall repay all Swing Line Loans that were outstanding on the date such Revolving Borrowing was requested.

(b) The principal amount of Delayed Draw Term Loans of each Lender shall be repaid on each Quarterly Payment Date, commencing with the last Business Day of the first full Fiscal Quarter of the Borrower and its Subsidiaries following the Delayed Draw Funding Date, in an amount equal to 0.25% of the aggregate principal amount of such Delayed Draw Term Loans (as such payments may be reduced from time to time as a result of the application of prepayments in accordance with this Section 2.04 , Section 4.01 , Section 4.02 or purchases in accordance with Section 12.04(a)(iv) ). To the extent not previously paid, each Delayed Draw Term Loan shall be due and payable on the Initial Term Loan Maturity Date.

(c) The principal amount of Incremental Term Loans of each Additional Incremental Lender shall be repaid as provided in the respective Incremental Amendment, subject to the requirements of Section 2.15 . To the extent not previously paid, each Incremental Term Loan shall be due and payable on the Incremental Term Loan Maturity Date applicable to such Incremental Term Loan.

(d) The principal amount of any Loans extended pursuant to an Extension shall be repaid as provided in the respective Extension, subject to the requirements of Section 2.16 . To the extent not previously paid, each Loan under a Tranche extended pursuant to an Extension shall be due and payable on the Maturity Date applicable to such Loan as provided in the respective Extension, subject to the requirements of Section 2.16 .

(e) The principal amount of any Other Term Loans or Other Revolving Loans, as applicable, shall be repaid as provided in the respective Refinancing Amendment, subject to the requirements of Section 2.17 . To the extent not previously paid, each Other Term Loan or Other Revolving Loan, as applicable, shall be due and payable on the Maturity Date applicable to such Other Term Loan or Other Revolving Loan, as applicable, as provided in the respective Refinancing Amendment, subject to the requirements of Section 2.17 .

Section 2.05     Disbursement of Funds. No later than 1:00 p.m. (New York City time) on the date specified in each Notice of Borrowing, each Lender with a Commitment of the respective Tranche will make available its pro rata portion (determined in accordance with Section 2.08) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will make available to the Borrower at the Payment Office, or to such other account as the Borrower may specify in writing to the Administrative Agent, the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.09. Nothing in this Section 2.05 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder. With respect to Revolving Loans, each reference to the Administrative Agent in this clause shall also be deemed to be a reference to the Revolving Agent.

Section 2.06     Promissory Notes.

(a) The Borrower’s obligation to pay the principal of, and interest on, the Loans of any Class under a Tranche made by each Lender shall be evidenced in the Term Loan Register maintained by the Administrative Agent pursuant to Section 12.15(a) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b) , as applicable, and shall, if requested by such Lender, also be evidenced by a promissory note duly executed and promptly delivered by the Borrower substantially in the form of Exhibit G-1 (each, a “ Term Note ” and, collectively, the “ Term Notes ”), Exhibit G-2 (each, a “ Delayed Draw Term Note ” and, collectively, the “ Delayed Draw Term Notes ”), Exhibit G-3 (each, a “ Revolving Note ” and, collectively, the “ Revolving Notes ”) or Exhibit G-4 (each, a “ Swing Line Note ” and, collectively, the “ Swing Line Notes ”), as the case may be.

(b) Each Lender will note on its internal records the amount of each Loan of any Class under a Tranche made by it and each payment in respect thereof and prior to any transfer of any of its Notes with respect to such Loans will endorse on the reverse side thereof the outstanding principal amount of such Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans.

(c) Notwithstanding anything to the contrary contained above in this Section 2.06 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing

its Loans under a Tranche to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans under such Tranche (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b) . At any time when any Lender requests the delivery of a Note to evidence any of its Loans under a Tranche, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Section 2.07     Conversions. The Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Loans made pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Loans into a Borrowing (of the same Tranche) of another Type of Loan, provided that, (i) except as otherwise provided in Section 2.11(b) or unless the Borrower complies with the provisions of Section 2.12, LIBOR Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable to the Loans being converted and no such partial conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) upon notice to the Borrower from the Administrative Agent given at the request of the Required Lenders, after the occurrence and during the continuance of a Significant Event of Default, Base Rate Loans may not be converted into LIBOR Loans, and (iii) no conversion pursuant to this Section 2.07 shall result in a greater number of Borrowings of LIBOR Loans than is permitted under Section 2.02. Each such conversion shall be effected by the Borrower giving the Administrative Agent at the Notice Office prior to 1:00 p.m. (New York City time) at least (x) in the case of conversions of Base Rate Loans into LIBOR Loans, three Business Days’ prior notice and (y) in the case of conversions of LIBOR Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion/Continuation”), in each case substantially in the form of Exhibit H, appropriately completed to specify the Loans to be so converted, the Borrowing or Borrowings pursuant to which such Loans were incurred and, if to be converted into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Loans. With respect to Revolving Loans, each reference to the Administrative Agent in this clause shall also be deemed to be a reference to the Revolving Agent.

Section 2.8     Pro Rata Borrowings. Except in the case of a Borrowing comprised of Swing Line Loans and subject to the reallocation rules set forth in Section 2.14(c) , all Borrowings of any Tranche of Loans under this Agreement shall be incurred from the Lenders pro rata on the basis of their Commitments applicable to such Tranche of Loans. It is understood that no Lender shall be responsible for any default by any other Lender of its obligation to make Loans hereunder and that each Lender shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to make its Loans hereunder.

Section 2.09     Interest.

(a) The Borrower agrees to pay interest in respect of the unpaid principal amount of each Initial Term Loan, Delayed Draw Term Loan and/or Initial Revolving Loan maintained as a Base Rate Loan from the date of Borrowing thereof until the earlier of (i) the maturity thereof (whether by acceleration or otherwise) and (ii) the conversion of such Base Rate Loan to a LIBOR Loan

pursuant to Section 2.07 or 2.10 , as applicable, at a rate per annum which shall be equal to the sum of the relevant Applicable Margin plus the Base Rate, each as in effect from time to time.

(b) The Borrower agrees to pay interest in respect of the unpaid principal amount of each Initial Term Loan, Delayed Draw Term Loan and/or Initial Revolving Loan maintained as a LIBOR Loan from the date of Borrowing thereof until the earlier of (i) the maturity thereof (whether by acceleration or otherwise) and (ii) the conversion of such LIBOR Loan to a Base Rate Loan pursuant to Section 2.07 , 2.10 or 2.11 , as applicable, at a rate per annum which shall, during each Interest Period applicable thereto, be equal to the sum of the relevant Applicable Margin as in effect from time to time during such Interest Period plus the LIBOR Rate for such Interest Period.

(c) The Borrower agrees to pay interest in respect of the unpaid principal amount of each Incremental Loan as provided in the respective Incremental Amendment, subject to the requirements of Section 2.15 . The Borrower agrees to pay interest in respect of the unpaid principal amount of each Loan extended pursuant to an Extension as provided in the respective Extension, subject to the requirements of Section 2.16 . The Borrower agrees to pay interest in respect of the unpaid principal amount of any Credit Agreement Refinancing Indebtedness as provided in the respective Refinancing Amendment, subject to the requirements of Section 2.17 .

(d) Upon the occurrence and during the continuance of a Significant Event of Default, overdue principal and, to the extent permitted by law, overdue interest in respect of each Loan and all other overdue amounts shall, in each case, bear interest at a rate per annum equal to (x) in the case of overdue principal, the rate which is 2.00% in excess of the rate then borne by such Loans, (y) in the case of unreimbursed LC Disbursements, the Base Rate plus the Applicable Margin plus 2%, or (z) in the case of all other overdue amounts (including, to the extent permitted by law, overdue interest) payable hereunder and under any other Loan Document, the rate which is 2.00% in excess of the rate applicable to Loans that are maintained as Base Rate Loans from time to time. Interest that accrues under this Section 2.09(d) shall be payable on written demand.

(e) Accrued (and theretofore unpaid) interest shall be payable (i) in respect of each Base Rate Loan, (x) quarterly in arrears on each Quarterly Payment Date, (y) on the date of any repayment or prepayment in full of all outstanding Base Rate Loans, and (z) at maturity (whether by acceleration or otherwise) and, after such maturity, on demand, and (ii) in respect of each LIBOR Loan, (x) on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three month intervals after the first day of such Interest Period, and (y) on the date of any repayment or prepayment (on the amount repaid or prepaid), at maturity (whether by acceleration or otherwise) and, after such maturity, on demand

(f) Upon each Interest Determination Date, the Administrative Agent shall determine the LIBOR Rate for each Interest Period applicable to the respective LIBOR Loans and shall promptly notify the Borrower and the Lenders of such LIBOR Loans thereof. Each such determination shall, absent manifest error, be final and conclusive and binding on all parties hereto.

Section 2.10     Interest Periods. At the time the Borrower gives any Notice of Borrowing or Notice of Conversion/Continuation in respect of the making of, or conversion into, any LIBOR Loan (in the case of the initial Interest Period applicable thereto) or prior to 1:00 p.m. (New York City time) on the third Business Day prior to the expiration of an Interest Period applicable to such LIBOR Loan (in the case of any subsequent Interest Period), the Borrower shall have the right to elect the interest period (each, an “Interest Period”) applicable to such LIBOR Loan, which Interest Period shall, at the option of the Borrower, be a one, two, three, six or, if approved by each Lender of such LIBOR Loan, twelve month period or any period shorter than one month, provided that (in each case):

(a) all LIBOR Loans comprising a Borrowing shall at all times have the same Interest Period;

(b) the initial Interest Period for any LIBOR Loan shall commence on the date of Borrowing of such LIBOR Loan (including the date of any conversion thereto from a Base Rate Loan) and each Interest Period occurring thereafter in respect of such LIBOR Loan shall commence on the day on which the next preceding Interest Period applicable thereto expires;

(c) if any Interest Period for a LIBOR Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month;

(d) if any Interest Period for a LIBOR Loan would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided , however , that if any Interest Period for a LIBOR Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day;

(e) upon notice to the Borrower from the Administrative Agent given at the request of the Required Lenders, after the occurrence and during the continuance of a Significant Event of Default, no Interest Period may be selected; and

(f) no Interest Period in respect of any Borrowing of any Tranche of Loans shall be selected which extends beyond the Maturity Date for such Tranche of Loans.

If by 1:00 p.m. (New York City time) on the third Business Day prior to the expiration of any Interest Period applicable to a Borrowing of LIBOR Loans, the Borrower has failed to elect, or is not permitted to elect, a new Interest Period to be applicable to such LIBOR Loans as provided above, the Borrower shall be deemed to have elected to continue such LIBOR Loans as LIBOR Loans with an Interest Period of one month effective as of the expiration date of such current Interest Period; provided that, if the Borrower is not permitted to elect a new Interest Period to be applicable to such LIBOR Loans as provided above, the Borrower shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective as of the expiration date of such current Interest Period.

Section 2.11     Increased Costs, Illegality, etc.

(a) In the event that any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (A) below, may be made only by the Administrative Agent):

(A) on any Interest Determination Date that, by reason of any changes in any Requirement of Law arising after the Closing Date affecting the London interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of LIBOR Rate; or

(B) at any time, that such Lender shall incur increased costs, Taxes (other than Excluded Taxes and Indemnified Taxes which are otherwise provided for in Section 4.04) or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loan because of (x) any change since the Closing Date in any applicable law or governmental rule, regulation, order, guideline or request (whether or not having the force of law) or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order, guideline or request, such as, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the LIBOR Rate and/or (y) other circumstances arising since the Closing Date affecting such Lender, the London interbank market or the position of such Lender in such market (including that the

LIBOR Rate with respect to such LIBOR Loan does not adequately and fairly reflect the cost to such Lender of funding such LIBOR Loan); or

(C) at any time, that the making or continuance of any LIBOR Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by any Lender in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the Closing Date which materially and adversely affects the London interbank market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (A) above) shall promptly give notice (by telephone promptly confirmed in writing) to the Borrower and, except in the case of clause (A) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (A) above, LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Conversion/Continuation given by the Borrower with respect to LIBOR Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Borrower, (y) in the case of clause (B) above, the Borrower agrees to pay to such Lender, upon such Lender’s written request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine after consultation with the Borrower) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent manifest error, be final and conclusive and binding on all the parties hereto) and (z) in the case of clause (C) above, the Borrower shall take one of the actions specified in Section 2.11(b) as promptly as possible and, in any event, within the time period required by law.

(b) At any time that any LIBOR Loan is affected by the circumstances described in Section 2.11(a)(B) , the Borrower may, and in the case of a LIBOR Loan affected by the circumstances described in Section 2.11(a)(C) , the Borrower shall, either (x) if the affected LIBOR Loan is then being made initially or pursuant to a conversion, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that the Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 2.11(a)(B) or (C) or (y) if the affected LIBOR Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, require the affected Lender to convert such LIBOR Loan into a Base Rate Loan, provided that, if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.11(b) .

(c) If any Lender determines that after the Closing Date the introduction of or any change in any applicable law or governmental rule, regulation, order, guideline, directive or request (whether or not having the force of law) concerning capital adequacy, liquidity, or any change in interpretation or administration thereof by the NAIC or any Governmental Authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender based on the existence of such Lender’s Loans or Commitments hereunder or its obligations hereunder, then the Borrower agrees to pay to such Lender, upon its written demand therefor, such additional amounts as shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result

of such increase of capital. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Lender’s determination of compensation owing under this Section 2.11(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts, will be payable pursuant to this Section 2.11(c) , will give prompt written notice thereof to the Borrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts, although the failure to give any such notice shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.11(c) upon the subsequent receipt of such notice.

(d) Notwithstanding anything in this Agreement to the contrary, (x) the Dodd‑Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof and (y) all requests rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a change after the Closing Date in a requirement of law or government rule, regulation or order, regardless of the date enacted, adopted, issued or implemented (including for purposes of this Section 2.11 ).

(e) For the avoidance of doubt, this Section 2.11 shall not apply to any Excluded Taxes, or to any Indemnified Taxes, which are otherwise provided for in Section 4.04 .

(f) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that either (A) the circumstances set forth in subsection (a) of this Section 2.11 have arisen and such circumstances are unlikely to be temporary or (B) the circumstances set forth in subsection (a) of this Section 2.11 have not arisen but the supervisor for the administrator of the LIBOR Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (in the case of either such clause (A) or (B), an “ Alternative Interest Rate Election Event ”), the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for leveraged syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin). Notwithstanding anything to the contrary in Section 12.12 , such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days after the date notice of such alternate rate of interest is provided to the Lenders, a written notice from Required Lenders stating that they object to such amendment (which amendment shall not be effective prior to the end of such five (5) Business Day notice period). To the extent an alternate rate of interest is adopted as contemplated hereby, the approved rate shall be applied in a manner consistent with prevailing market convention and contain a 0% floor; provided that, to the extent such prevailing market convention is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent and the Borrower. From such time as an Alternative Interest Rate Election Event has occurred and continuing until an alternate rate of interest has been determined in accordance with the terms and conditions of this paragraph, (x) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a LIBOR Loan shall be ineffective, and (y) if any Notice of Borrowing requests a LIBOR Loan, such Borrowing shall be made as an Base Rate Loan; provided that, to the extent such Alternative Interest Rate Election Event is as a result of clause (B) above in this subparagraph (f), then clauses (x) and (y) of this sentence shall apply during such period only