CREDIT AGREEMENT,

Exhibit 10.1

CREDIT AGREEMENT,

Dated as of September 26, 2024,

among

THE AZEK GROUP LLC,

as the Borrower,

THE AZEK COMPANY INC.,

as Holdings

THE LENDERS PARTY HERETO,

and

XXXXX FARGO BANK, NATIONAL ASSOCIATION.,

as Administrative Agent

JPMORGAN CHASE BANK, N.A.,

XXXXX FARGO SECURITIES, LLC, AND

as Joint Lead Arrangers and Bookrunners

BOFA SECURITIES, INC.,

as Joint Lead Arranger

JPMORGAN CHASE BANK, N.A.,

as Syndication Agent

BANK OF AMERICA, N.A.

PNC BANK NATIONAL ASSOCIATION

TRUIST BANK, AND

U.S. BANK NATIONAL ASSOCATION,

as Documentation Agents

i

TABLE OF CONTENTS

Page

Article I.

Definitions

Section 1.01	Defined Terms .....................................................................................................	1
Section 1.02	Terms Generally ..................................................................................................	69
Section 1.03	Accounting Terms; GAAP ..................................................................................	70
Section 1.04	Effectuation of Transfers .....................................................................................	70
Section 1.05	Currencies ............................................................................................................	70
Section 1.06	Rounding .............................................................................................................	70
Section 1.07	Times of Day .......................................................................................................	70
Section 1.08	Available Amount Transactions ..........................................................................	70
Section 1.09	Pro Forma Calculations; Limited Condition Event; Basket and Ratio Compliance ..........................................................................................................	71
Section 1.10	Benchmark Replacement Setting ........................................................................	75
Section 1.11	Classification of Loans and Borrowings .............................................................	76

Article II.

The Credits

Section 2.01	Commitments ......................................................................................................	77
Section 2.02	Loans and Borrowings .........................................................................................	77
Section 2.03	Request for Borrowing ........................................................................................	78
Section 2.04	Funding of Borrowings .......................................................................................	78
Section 2.05	Interest Elections .................................................................................................	79
Section 2.06	Promise to Pay; Evidence of Debt .......................................................................	80
Section 2.07	Repayment of Term Loans and Revolving Facility Loans; Termination or Reduction of Commitments .................................................................................	81
Section 2.08	Optional Prepayment of Loans ............................................................................	82
Section 2.09	Mandatory Prepayment of Loans ........................................................................	83
Section 2.10	Fees ......................................................................................................................	87
Section 2.11	Interest .................................................................................................................	88
Section 2.12	Alternate Rate of Interest ....................................................................................	89
Section 2.13	Increased Costs ....................................................................................................	89
Section 2.14	Break Funding Payments .....................................................................................	91
Section 2.15	Taxes ...................................................................................................................	91
Section 2.16	Payments Generally; Pro Rata Treatment; Sharing of Set-offs ...........................	95
Section 2.17	Mitigation Obligations; Replacement of Lenders ...............................................	97
Section 2.18	Illegality ...............................................................................................................	98
Section 2.19	Incremental Facilities ..........................................................................................	99
Section 2.20	Refinancing Amendments ...................................................................................	104
Section 2.21	Extensions of Loans and Commitments ..............................................................	105
Section 2.22	Letters of Credit ...................................................................................................	107
Section 2.23	Swingline Loans ..................................................................................................	113
Section 2.24	Defaulting Lender ................................................................................................	114

ii

Article III.

Representations and Warranties

Section 3.01	Organization; Powers ..........................................................................................	116
Section 3.02	Authorization .......................................................................................................	117
Section 3.03	Enforceability ......................................................................................................	117
Section 3.04	Governmental Approvals ....................................................................................	117
Section 3.05	Financial Statements ............................................................................................	117
Section 3.06	Labor Matters ......................................................................................................	117
Section 3.07	Title to Properties ................................................................................................	118
Section 3.08	Subsidiaries .........................................................................................................	118
Section 3.09	Litigation; Compliance with Laws ......................................................................	118
Section 3.10	Federal Reserve Regulations ...............................................................................	118
Section 3.11	Investment Company Act ....................................................................................	119
Section 3.12	[Reserved.] ..........................................................................................................	119
Section 3.13	Tax Returns .........................................................................................................	119
Section 3.14	No Material Misstatements .................................................................................	119
Section 3.15	Employee Benefit Plans ......................................................................................	120
Section 3.16	Environmental Matters ........................................................................................	121
Section 3.17	Security Documents ............................................................................................	121
Section 3.18	Insurance .............................................................................................................	122
Section 3.19	Solvency ..............................................................................................................	122
Section 3.20	No Material Adverse Effect ................................................................................	122
Section 3.21	[Reserved] ...........................................................................................................	123
Section 3.22	USA PATRIOT Act; Anti-Corruption Laws; Sanctions .....................................	123
Section 3.23	Intellectual Property; Licenses, Etc .....................................................................	123
Section 3.24	EEA Financial Institutions. .................................................................................	124

Article IV.

Conditions of Lending

Section 4.01	Conditions Precedent ...........................................................................................	124
Section 4.02	Subsequent Borrowings .......................................................................................	126

iii

Article V.

Affirmative Covenants

Section 5.01	Existence; Businesses and Properties ..................................................................	127
Section 5.02	Insurance .............................................................................................................	127
Section 5.03	Taxes ...................................................................................................................	128
Section 5.04	Financial Statements, Reports, etc ......................................................................	128
Section 5.05	Litigation and Other Notices ...............................................................................	130
Section 5.06	Compliance with Laws ........................................................................................	131
Section 5.07	Maintaining Records; Access to Properties and Inspections ...............................	131
Section 5.08	Use of Proceeds ...................................................................................................	131
Section 5.09	Compliance with Environmental Laws ...............................................................	131
Section 5.10	Further Assurances; Additional Security ............................................................	131
Section 5.11	Fiscal Year; Accounting ......................................................................................	133
Section 5.12	Credit Ratings ......................................................................................................	133
Section 5.13	Post-Closing Matters ...........................................................................................	133
Section 5.14	Patriot Act, Sanctions, Anti-Corruption Laws ....................................................	133

Article VI.

Negative Covenants

Section 6.01	Indebtedness ........................................................................................................	133
Section 6.02	Liens ....................................................................................................................	138
Section 6.03	Sale and Lease-Back Transactions ......................................................................	142
Section 6.04	Investments, Loans and Advances ......................................................................	142
Section 6.05	Mergers, Consolidations, Sales of Assets and Acquisition .................................	146
Section 6.06	Restricted Payments ............................................................................................	150
Section 6.07	Transactions with Affiliates ................................................................................	152
Section 6.08	Business of Borrower ..........................................................................................	154
Section 6.09	Limitation on Payments and Modifications of Indebtedness; Modifications of Certificate of Incorporation, By Laws and Certain Other Agreements; etc ........	154
Section 6.10	Financial Covenants ............................................................................................	157
Section 6.11	Unrestricted Subsidiaries .....................................................................................	158

Article VII.

Events of Default

Section 7.01 Events of Default ................................................................................................. 158

iv

Article VIII.

The Administrative Agent

Section 8.01	Appointment ........................................................................................................	162
Section 8.02	Delegation of Duties ............................................................................................	164
Section 8.03	Exculpatory Provisions ........................................................................................	164
Section 8.04	Reliance by Administrative Agent ......................................................................	166
Section 8.05	Notice of Default .................................................................................................	166
Section 8.06	Non-Reliance on Administrative Agent and Other Lenders ...............................	166
Section 8.07	Indemnification ...................................................................................................	167
Section 8.08	Agent in Its Individual Capacity .........................................................................	168
Section 8.09	Successor Agent ..................................................................................................	168
Section 8.10	Lead Arrangers ....................................................................................................	169
Section 8.11	Certain ERISA Matters .......................................................................................	169
Section 8.12	Recovery of Erroneous Payments .......................................................................	171
Section 8.13	Specified Hedge Agreements and Cash Management Obligations .....................	171

Article IX.

Miscellaneous

Section 9.01	Notices; Communications ...................................................................................	171
Section 9.02	Survival of Agreement ........................................................................................	173
Section 9.03	Binding Effect .....................................................................................................	173
Section 9.04	Successors and Assigns .......................................................................................	173
Section 9.05	Expenses; Indemnity ...........................................................................................	179
Section 9.06	Right of Set-off ....................................................................................................	181
Section 9.07	Applicable Law ...................................................................................................	181
Section 9.08	Waivers; Amendment ..........................................................................................	181
Section 9.09	Interest Rate Limitation .......................................................................................	184
Section 9.10	Entire Agreement ................................................................................................	184
Section 9.11	WAIVER OF JURY TRIAL ...............................................................................	184
Section 9.12	Severability ..........................................................................................................	185
Section 9.13	Counterparts; Electronic Signatures ....................................................................	185
Section 9.14	Headings ..............................................................................................................	185
Section 9.15	Jurisdiction; Consent to Service of Process ........................................................	185
Section 9.16	Confidentiality .....................................................................................................	186
Section 9.17	Platform; Borrower Materials .............................................................................	187
Section 9.18	Release of Liens and Guarantees .........................................................................	188
Section 9.19	[Reserved] ...........................................................................................................	188
Section 9.20	USA PATRIOT Act and Beneficial Ownership Regulation Notice ...................	188
Section 9.21	[Reserved] ...........................................................................................................	188
Section 9.22	Acknowledgements .............................................................................................	189
Section 9.23	Acknowledgement and Consent to Bail-In of Affected Financial Institutions ...	189
Section 9.24	Acknowledgement Regarding Any Supported QFCs .........................................	190
Section 9.25	Disqualified Institutions and Net Short Positions ...............................................	191

v

Exhibits and Schedules
Exhibit A	Form of Assignment and Acceptance
Exhibit B	Form of Solvency Certificate
Exhibit C	Form of Borrowing Request
Exhibit D	Form of Interest Election Request
Exhibit E	[Reserved.]
Exhibit F	Form of Promissory Note
Exhibit G	Form of Letter of Credit Request
Exhibit H	Form of Swingline Borrowing Request
Schedule 1.01	Guarantors
Schedule 2.01	Closing Date Commitments
Schedule 3.04	Environmental Filings; Governmental Approvals
Schedule 3.08	Subsidiaries
Schedule 3.09(a)	Litigation/Compliance with Laws
Schedule 3.13	Taxes
Schedule 3.16	Environmental Matters
Schedule 3.23	Intellectual Property
Schedule 5.02	Insurance
Schedule 5.13	Post-Closing Matters
Schedule 6.01(a)	Indebtedness
Schedule 6.02(a)	Liens
Schedule 6.04(h)	Investments
Schedule 6.06(k)	Restricted Payments
Schedule 9.01	Notice Information

1

CREDIT AGREEMENT, dated as of September 26, 2024 (as it may be amended,

restated, supplemented or otherwise modified from time to time, the “ Agreement ”), among The AZEK

Group LLC, a Delaware limited liability company (the “ Borrower ”), The AZEK Company Inc., a

Delaware corporation (“ Holdings ”), the Lenders party hereto from time to time, and Xxxxx Fargo Bank,

National Association, as administrative agent and collateral agent.

In consideration of the mutual covenants and agreements herein contained, the parties

hereto covenant and agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.01 Defined Terms .  As used in this Agreement, the following terms shall

have the meanings specified below:

“ ABR ” shall mean, for any day, the highest of (a) the Federal Funds Rate, as published

by the Federal Reserve Bank of New York, plus ½ of 1.00%, (b) the Prime Rate as in effect on such day

and (c) the one (1)-month Term SOFR plus 1.00% per annum; provided that, (i) in the case of Revolving

Facility Loans, the ABR shall not be less than 1.00% per annum and (ii) in the case of Term Loans, the

ABR shall not be less than 1.50% per annum.

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

“ ABR Loans ” shall mean any ABR Term Loan or ABR Revolving Loan.

“ ABR Revolving Facility Borrowing ” shall mean a Borrowing comprised of ABR

Revolving Loans.

“ ABR Revolving Loan ” shall mean any Revolving Facility Loan bearing interest at a

rate determined by reference to the ABR in accordance with the provisions of Article II.

“ ABR Term Loan ” shall mean any Term Loan bearing interest at a rate determined by

reference to the ABR in accordance with the provisions of Article II.

“ Accounting Change ” shall have the meaning assigned to such term in Section 1.03 .

“ Acquisition Consideration ” shall mean, with respect to any Permitted Business

Acquisition, the aggregate fair market value of cash and non-cash consideration for such Permitted

Business Acquisition (including Indebtedness that is permitted hereunder to be assumed by Holdings or

its Restricted Subsidiaries in connection such Permitted Business Acquisition and the good faith estimate

by the Borrower of the maximum amount of any deferred purchase price obligations (including

contingent consideration payments) incurred in connection with such Permitted Business Acquisition).

“ Additional Lender ” shall mean any person that makes an Incremental Term Loan, an

Incremental Revolving Loan, an Other Term Loan, an Extended Term Loans or an Other Revolving Loan.

“ Administrative Agent ” shall mean Xxxxx Fargo Bank, National Association, in its

capacity as administrative agent for itself and the Lenders xxxxxxxxx, and as collateral agent for itself and

the other Secured Parties and any duly appointed successor in such capacity.

2

“ Administrative Questionnaire ” shall mean an Administrative Questionnaire in a form

supplied by the Administrative Agent.

“ Affected Financial Institution ” shall mean (a) any EEA Financial Institution or (b) any

UK Financial Institution.

“ Affiliate ” shall mean, when used with respect to a specified person, another person that

directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under

common Control with the person specified.

“ Agent Parties ” shall have the meaning assigned to such term in Section 9.01 .

“ Agreement ” shall have the meaning assigned to such term in the introductory

paragraphs hereof.

“ Annual Financial Statements ” shall have the meaning assigned to such term in Section

5.04(a) .

“ Anti-Corruption Laws ” shall mean the U.S. Foreign Corrupt Practices Act of 1977, as

amended, the U.K. Bribery Act 2010, and other similar and applicable laws and regulations related to

anti-bribery and anti-corruption.

“ Applicable Commitment Fee ” shall mean for any day (i) with respect to any Revolving

Facility Commitments relating to Initial Revolving Loans, (x) initially, 0.20% per annum and (y) from

and after the delivery by the Borrower to the Administrative Agent of the Borrower’s financial statements

required to be delivered pursuant to Section 5.04(a) or (b) , as applicable, for the first full fiscal quarter of

the Borrower completed after the Closing Date, the applicable percentage per annum set forth under the

heading “Commitment Fee Rate” in the grid in the definition of “Applicable Margin,” as determined by

reference to the First Lien Net Leverage Ratio set forth in the certificate received by the Administrative

Agent pursuant to Section 5.04(c) prior to such day (and subject to the final two paragraphs of the

definition of Applicable Margin); or (ii) with respect to any Incremental Revolving Facility Commitment

constituting a separate Class, Extended Revolving Commitments or Other Revolving Facility

Commitments, the rate set forth in the Incremental Facility Amendment, Extension Amendment or

Refinancing Amendment establishing the terms thereof.

“ applicable decimal place ” shall have the meaning assigned to such term in Section

1.06 .

“ Applicable Margin ” shall mean

(a) with respect to any Closing Date Term Loans 2.00% per annum in the case of

any Term SOFR Loan and 1.00% per annum in the case of any ABR Loan,

(b) with respect to any Initial Revolving Loan, (x) initially, 1.50% per annum in the

case of any Term SOFR Loan and 0.50% per annum in the case of any ABR Loan and (y) from and after

the delivery by the Borrower to the Administrative Agent of the Borrower’s financial statements required

to be delivered pursuant to Section 5.04(a) or (b) , as applicable, for the first full fiscal quarter of the

Xxxxxxxx completed after the Closing Date, the applicable percentage per annum set forth below under

the heading “Term SOFR Loan for Initial Revolving Loans” or “ABR Loan Margin for Initial Revolving

3

Loans,” as applicable, as determined by reference to the First Lien Net Leverage Ratio set forth in the

certificate received by the Administrative Agent pursuant to Section 5.04(c) ;

Pricing Level	First Lien Net Leverage Ratio	Term SOFR Loan for Initial Revolving Loans	ABR Loan Margin for Initial Revolving Loans	Commitment Fee Rate
I	less than 1.00:1.00	1.50%	0.50%	0.20%
II	equal to or greater than 1.00:1.00 but less than 2.00:1.00	1.75%	0.75%	0.25%
III	equal to or greater than 2.00:1.00 but less than 3.00:1.00	2.00%	1.00%	0.30%
IV	equal to or greater than 3.00:1.00	2.25%	1.25%	0.35%

(c) with respect to any Incremental Term Loans or Incremental Revolving Loans, the

“Applicable Margin” set forth in the Incremental Facility Amendment establishing the terms thereof,

(d) with respect to any Other Term Loans or Replacement Revolving Commitments,

the “Applicable Margin” set forth in the Refinancing Amendment establishing the terms thereof and

(e) with respect to any Extended Term Loans or Extended Revolving Loans, the

“Applicable Margin” set forth in the Extension Amendment establishing the terms thereof.

Any increase or decrease in the Applicable Margin or Commitment Fee resulting from a

change in the First Lien Net Leverage Ratio shall become effective as of the first Business Day

immediately following the date on which the Borrower delivers the certificate pursuant to

Section 5.04(c) ; provided , however , that the Applicable Margin and Commitment Fee corresponding to

pricing level IV set forth in clause (b) above shall apply without regard to the First Lien Net Leverage

Ratio (x) at any time after the date on which any annual or quarterly financial statement was required to

have been delivered pursuant to Section 5.04(a) or Section 5.04(b) but was not (or the certificate related

to such financial statements was required to have been delivered pursuant to Section 5.04(c) but was not)

delivered, commencing with the first Business Day immediately following such date and continuing until

the first Business Day immediately following the date on which such financial statement (or, if later, such

certificate related to such financial statement) is delivered, or (y) at all times if an Event of Default shall

have occurred and be continuing.

If, as a result of any restatement of or other adjustment to the financial statements of the

Borrower or for any other reason, the Borrower or the Lenders determine that (i) the First Lien Net

Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper

calculation of the First Lien Net Leverage Ratio would have resulted in a higher pricing level for such

period, the Borrower shall promptly (but in any event within three (3) Business Days) and retroactively be

obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable

Issuing Bank, as the case may be, on demand by the Administrative Agent (or, after the occurrence of an

4

actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code,

automatically and without further action by the Administrative Agent, any Lender or any Issuing Bank),

an amount equal to the excess of the amount of interest and fees that should have been paid for such

period over the amount of interest and fees actually paid for such period.

“ Applicable Prepayment Percentage ” shall have the meaning assigned to such term in

Section 2.08(b) .

“ Approved Fund ” shall have the meaning assigned to such term in Section 9.04(b) .

“ Asset Sale ” shall mean any sale, transfer or other disposition (including any Sale and

Lease-Back Transaction) to any person of any asset or assets of the Borrower or any other Restricted

Subsidiary; provided that (a) the granting of Liens and (b) the issuance of Equity Interests of (i) the

Borrower or Holdings or (ii) any Subsidiary of the Borrower to the Borrower, any Wholly-Owned

Subsidiary of the Borrower or on a pro rata basis to holders of Equity Interests of such Subsidiary, shall

not, in each case, constitute an “Asset Sale”.

“ Asset Sale Prepayment Percentage ” shall mean, in each case, calculated without

netting the cash proceeds of such Asset Sale or disposition

(a) 100%, if the Borrower’s First Lien Net Leverage Ratio at the end of the

immediately preceding fiscal year equals or exceeds 3.75 to 1.00;

(b) 50%, if such First Lien Net Leverage Ratio is less than 3.75 to 1.00, but equals or

exceeds 3.00 to 1.00; and

(c) 0%, if such First Lien Net Leverage Ratio is less than 3.00 to 1.00.

“ Assignee ” shall have the meaning assigned to such term in Section 9.04(b) .

“ Assignment and Acceptance ” shall mean an assignment and acceptance entered into by

a Lender and an Assignee, and accepted by the Administrative Agent and the Borrower (if required by

Section 9.04 ), substantially in the form of Exhibit A or such other form as may be agreed between the

Borrower and the Administrative Agent.

“ Assignor ” shall have the meaning assigned to such term in Section 9.04(b) .

“ Auto Renewal Letter of Credit ” shall have the meaning assigned to such term in

Section 2.22(c) .

“ Availability Period ” shall mean, with respect to any Class of Revolving Facility

Commitments, the period from and including the Closing Date (or, if later, the effective date for such

Class of Revolving Facility Commitments) to but excluding the earlier of the Revolving Facility Maturity

Date for such Class and, in the case of each of the Revolving Facility Loans, Revolving Facility

Borrowings, Swingline Loans, Swingline Borrowings and Letters of Credit, the date of termination of the

Revolving Facility Commitments of the Class pursuant to which they are or are to be borrowed or issued.

“ Available Amount ” shall mean, at any date, an amount, not less than zero in the

aggregate, determined on a cumulative basis, equal to (without duplication):

5

the sum of:

(a) the greater of (i) $351.0 million and (ii) 15.0% of Consolidated Total Assets; plus

(b) 50% of Consolidated Net Income for the period (treated as one accounting

period) commencing on October 1, 2024 to the end of the most recent fiscal quarter ending prior to such

date for which internal consolidated financial statements of Holdings are available; provided that when

measuring such amount (A) Consolidated Net Income will be deemed not to be less than zero in any fiscal

quarter and (B) Consolidated Net Income for any fiscal quarter will be deemed to be zero until the

financial statements required to be delivered pursuant to Section 5.04(a) or 5.04(b) , as applicable, for

such period, and the related Compliance Certificate required to be delivered pursuant to Section 5.04(c)

for such period, have been received by the Administrative Agent; plus

(c) the cumulative amount of proceeds (including cash and the fair market value of

property other than cash) from the sale of Equity Interests of the Borrower or any Parent Entity after the

Closing Date and on or prior to such time (including upon exercise of warrants or options) which

proceeds have been contributed as common equity to the capital of the Borrower; provided that this

clause (c) shall exclude issuances of Disqualified Stock, sales of Equity Interests financed as

contemplated by Section 6.04(e) , any amounts used to finance the payments or distributions in respect of

any Junior Financing pursuant to Section 6.09(b)(i) and Equity Interests issued in connection with the

incurrence of Indebtedness pursuant to Section 6.01(aa) , sales of Equity Interests as contemplated by

Section 6.06(d) and amounts used to fund charges, expenses, accruals or reserves in accordance with

clause (l) of the definition of “Consolidated Net Income”; plus

(d) 100% of the aggregate amount of contributions (other than any such

contributions received from Holdings or any Restricted Subsidiary) to the equity capital of the Borrower

received in cash (and the fair market value of property other than cash) after the Closing Date (subject to

the same exclusions as are applicable to clause (c) above); plus

(e) 100% of the aggregate principal amount of any Indebtedness (including the

liquidation preference or maximum fixed repurchase price, as the case may be, of any Disqualified Stock)

of Holdings or any Restricted Subsidiary issued after the Closing Date (other than Indebtedness issued to

a Restricted Subsidiary), which has been converted into or exchanged for Equity Interests (other than

Disqualified Stock) in Holdings; provided that this clause (e) shall exclude any conversions pursuant to

Section 6.09(b)(i)(4) ; plus

(f) 100% of the aggregate amount received by the Borrower or any Restricted

Subsidiary in cash (and the fair market value of property other than cash) after the Closing Date from (i)

the sale (other than to Holdings or any Restricted Subsidiary) of the Equity Interests of an Unrestricted

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

(g) in the event any Unrestricted Subsidiary has been redesignated 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 any other Restricted Subsidiary, the lesser of (i) fair

market value of the Investments of the Borrower or any other Restricted Subsidiary in such Unrestricted

Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or

conveyed, as applicable) and (ii) the fair market value of the original Investments by the Borrower or any

other Restricted Subsidiary, in each case, as determined by the Borrower in good faith; plus

6

(h) (i) the amount of any mandatory prepayment declined by a Lender under Section

2.09(c) and (ii) without duplication, the amount of mandatory prepayments of Pari Passu Lien Debt, to the

extent such amount was required to be applied to offer to repurchase or otherwise prepay such

Indebtedness and the holders of such Indebtedness declined such repurchase or prepayment; plus

(i) an amount equal to any returns (including dividends, interest, distributions,

returns of principal, profits on sale, repayments, income and similar amounts) actually received by the

Borrower or any Restricted Subsidiary in cash or cash equivalents in respect of any Investments made

pursuant to Section 6.04(j)(ii) ; plus

(j) any amount of Net Cash Proceeds from Asset Sales or Recovery Events not

required to be applied to a mandatory prepayment pursuant to Section 2.09(a) as a result of the leverage

based step-downs contained in the definition of Asset Sale Prepayment Percentage;

minus the sum of

(a) the cumulative amount of Investments made pursuant to Section 6.04(j)(ii) prior

to such time; plus

(b) the cumulative amount of Restricted Payments made pursuant to Section 6.06(f)

prior to such time; plus

(c) payments or distributions in respect of Junior Financings pursuant to Section

6.09(b)(i)(6) .

“ Available Tenor ” shall mean, as of any date of determination and with respect to the

then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such

Benchmark (or component thereof) that is or may be used for determining the length of an interest period

pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to

such Benchmark (or component thereof) that is or may be used for determining any frequency of making

payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each

case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is

then-removed from the definition of “Interest Period” pursuant to Section 1.10 .

“ Available Unused Commitment ” shall mean, with respect to a Revolving Facility

Lender under any Class of Revolving Facility Commitments at any time, an amount equal to the amount

by which (a) the applicable Revolving Facility Commitment of such Revolving Facility Lender at such

time exceeds (b) the applicable Revolving Facility Credit Exposure (excluding the Swingline Exposure)

of such Revolving Facility Lender at such time.

“ Bail-In Action ” shall mean the exercise of any Write-Down and Conversion Powers by

the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“ Bail-In Legislation ” shall mean (a) 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, regulation rule or requirement for such EEA Member Country

from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the

United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and

any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound

7

or failing banks, investment firms or other financial institutions or their affiliates (other than through

liquidation, administration or other insolvency proceedings).

“ Below Threshold Asset Sale Proceeds ” shall have the meaning assigned to such term

in the definition of “Net Cash Proceeds.”

“ Benchmark ” shall mean, initially, the Term SOFR Reference Rate; provided that if a

Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-

current Benchmark, then “Benchmark” shall mean the applicable Benchmark Replacement to the extent

that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 1.10 .

“ Benchmark Replacement ” shall mean, with respect to any Benchmark Transition

Event, the first alternative set forth in the order below that can be determined by the Administrative Agent

for the applicable Benchmark Replacement Date:

(a) Daily Simple SOFR plus the Benchmark Replacement Adjustment; or

(b) the sum of: (i) the alternate benchmark rate that has been selected by the

Administrative Agent and the Borrower giving due consideration to (A) any selection or recommendation

of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant

Governmental Body or (B) any evolving or then-prevailing market convention for determining a

benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit

facilities and (ii) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would

be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this

Agreement and the other Loan Documents.

“ Benchmark Replacement Adjustment ” shall mean, with respect to any replacement of

the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or

method for calculating or determining such spread adjustment, (which may be a positive or negative value

or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to

(a) any selection or recommendation of a spread adjustment, or method for calculating or determining

such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted

Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing

market convention for determining a spread adjustment, or method for calculating or determining such

spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark

Replacement for Dollar-denominated syndicated credit facilities at such time.

“ Benchmark Replacement Date ” shall mean the earliest to occur of the following

events with respect to the then-current Benchmark:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition

Event,” the later of (i) the date of the public statement or publication of information referenced therein

and (ii) the date on which the administrator of such Benchmark (or the published component used in the

calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such

Benchmark (or such component thereof); or

(b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the

first date on which such Benchmark (or the published component used in the calculation thereof) has been

8

determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such

component thereof) to be non-representative; provided that such non-representativeness will be

determined by reference to the most recent statement or publication referenced in such clause (c) and

even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on

such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have

occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the

applicable event or events set forth therein with respect to all then-current Available Tenors of such

Benchmark (or the published component used in the calculation thereof).

“ Benchmark Transition Event ” shall mean the occurrence of one or more of the

following events with respect to the then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the

administrator of such Benchmark (or the published component used in the calculation thereof)

announcing that such administrator has ceased or will cease to provide all Available Tenors of such

Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such

statement or publication, there is no successor administrator that will continue to provide any Available

Tenor of such Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for

the administrator of such Benchmark (or the published component used in the calculation thereof), the

Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction

over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction

over the administrator for such Benchmark (or such component) or a court or an entity with similar

insolvency or resolution authority over the administrator for such Benchmark (or such component), which

states that the administrator of such Benchmark (or such component) has ceased or will cease to provide

all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely;

provided that, at the time of such statement or publication, there is no successor administrator that will

continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c) a public statement or publication of information by the regulatory supervisor for

the administrator of such Benchmark (or the published component used in the calculation thereof)

announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a

specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have

occurred with respect to any Benchmark if a public statement or publication of information set forth

above has occurred with respect to each then-current Available Tenor of such Benchmark (or the

published component used in the calculation thereof).

“ Benchmark Unavailability Period ” shall mean, the period (if any) (a) beginning at the

time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has

replaced the then-current Benchmark for all purposes hereunder and under the other Loan Documents in

accordance with Section 1.10 and (b) ending at the time that a Benchmark Replacement has replaced the

then-current Benchmark for all purposes hereunder and under the other Loan Documents in accordance

with Section 1.10 .

9

“ Beneficial Ownership Regulation ” shall have the meaning assigned to such term in

Section 9.20 .

“ Board ” shall mean the Board of Governors of the Federal Reserve System of the United

States of America.

“ Borrower ” shall have the meaning assigned to such term in the introductory paragraphs

hereof.

“ Borrower Materials ” shall have the meaning assigned to such term in Section 9.17 .

“ Borrowing ” shall mean a group of Loans of a single Type made on a single date under a

single Credit Facility and, in the case of Term SOFR Loans, as to which a single Interest Period is in

effect.

“ Borrowing Request ” shall mean a request by the Borrower for a Borrowing in

accordance with Section 2.03(a) and substantially in the form attached hereto as Exhibit C (or such other

form as may be agreed by the Borrower and Administrative Agent from time to time, including any form

on an electronic platform or electronic transmission system as shall be approved by the Administrative

Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“ Business Day ” shall mean any day other than a Saturday, Sunday or other day on which

commercial banks are authorized to close under the laws of, or are in fact closed in, the state where the

Administrative Agent’s office is located.

“ Cash Collateralize ” shall mean to pledge and deposit with or deliver to the

Administrative Agent, for the benefit of one or more of the Issuing Banks or Revolving Facility Lenders,

as collateral for Revolving L/C Exposure or obligations of the Revolving Facility Lenders to fund

participations in respect of Revolving L/C Exposure, cash or deposit account balances or, if the

Administrative Agent and each Issuing Bank shall agree in their sole discretion, other credit support, in

each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative

Agent and each applicable Issuing Bank. “Cash Collateral” and “Cash Collateralization” shall have a

meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other

credit support.

“ Captive Insurance Subsidiary ” shall mean any Subsidiary of the Borrower that is

subject to regulation as an insurance company (or any Subsidiary thereof).

“ Cash Management Bank ” shall mean any provider of Cash Management Services that,

at the time such Cash Management Obligations were entered into or, if entered into prior to the Closing

Date, on the Closing Date, was the Administrative Agent, a Lender or an Affiliate of the foregoing,

whether or not such person subsequently ceases to be the Administrative Agent, a Lender or an Affiliate

of the foregoing.

“ Cash Management Obligations ” shall mean obligations owed by any Loan Party to

any Cash Management Bank in respect of or in connection with Cash Management Services and

designated by the Cash Management Bank and the Borrower in writing to the Administrative Agent as

“Cash Management Obligations”.

10

“ Cash Management Services ” shall mean any treasury, depository, pooling, netting,

overdraft, stored value card, purchase card (including so called “procurement card” or “P-card”), debit

card, credit card, cash management, e-payables and similar services and any automated clearing house

transfer of funds.

“ CFC ” shall mean a controlled foreign corporation under Section 957 of the Code.

“ Change in Control ” shall be deemed to occur if:

(a) at any time, Holdings shall fail to own, directly or indirectly, beneficially and of

record, 100% of the issued and outstanding Equity Interests of the Borrower; and

(b) any person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the

Exchange Act , as amended and the rules of the SEC thereunder as in effect on the Closing Date, but

excluding any employee benefit plan of such person and its subsidiaries and any person or entity acting in

its capacity as trustee, agent or other fiduciary or administrator of any such plan) acquires ownership,

directly or indirectly, beneficially or of record, of Equity Interests of Holdings representing more than

35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of

Holdings (determined on a fully diluted basis but not giving effect to contingent voting rights), unless

Holdings becomes a direct or indirect wholly-owned Subsidiary of a holding company (i.e., a parent

company) and (i) the direct or indirect holders of Equity Interests of such holding company immediately

following that transaction are substantially the same as the holders of Holdings’ Equity Interests

immediately prior to that event or (ii) immediately following that transaction no person or “group” (other

than a company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly,

of Equity Interests representing more than 35% of the aggregate ordinary voting power represented by the

issued and outstanding Equity Interests of Holdings.

Notwithstanding the preceding or any provision of Rule 13d-3 of the Exchange Act (as in

effect on the Closing Date), a person or “group” shall not be deemed to beneficially own securities (i)

subject to an equity or asset purchase agreement, merger agreement or similar agreement (or voting or

option or similar agreement related thereto) until the consummation of the transactions contemplated by

such agreement or (ii) as a result of veto or approval rights in any joint venture agreement, shareholder

agreement or other similar agreement.

“ Change in Law ” shall mean (a) the adoption of any law, rule, regulation or treaty after

the Closing Date, (b) any change in law, rule, regulation or treaty or in the interpretation or application

thereof by any Governmental Authority after the Closing Date or (c) compliance by any Lender (or, for

purposes of Section 2.13(b) , by any lending office of such Lender or by such Xxxxxx’s holding company,

if any) with any written request, guideline or directive (whether or not having the force of law) of any

Governmental Authority, made or issued after the Closing Date; provided that, notwithstanding anything

herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all

requests, rules, guidelines or directives promulgated thereunder or issued in connection therewith and (ii)

all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the

Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of

America or foreign regulatory authorities, in each case pursuant to Basel III, in each case shall be deemed

to be a “Change in Law”, regardless of the date enacted, adopted, promulgated, implemented or issued.

“ Charges ” shall have the meaning assigned to such term in Section 9.09 .

11

“ Class ” shall mean, with respect to a (x) Term Facility, (a) when used with respect to

Lenders, the Lenders under such Term Facility, (b) when used with respect to Loans or Borrowings,

Loans or Borrowings under such Term Facility and (c) when used with respect to Commitments, the

Commitments with respect to such Term Facility, and (y) Revolving Facility, (a) when used with respect

to Lenders, the Lenders under such Revolving Facility, (b) when used with respect to Loans or

Borrowings, the Loans or Borrowing under such Revolving Facility and (c) when used with respect to

Commitments, the Commitments with respect to such Revolving Facility. Commitments (and in each

case, the Loans made pursuant to such Commitments) that have different terms and conditions shall be

construed to be in different Classes.  Commitments (and, in each case, the Loans made pursuant to such

Commitments) that have the same terms and conditions shall be construed to be in the same Class.

“ Closing ” shall mean the satisfaction (or waiver) of the applicable conditions set forth in

Section 4.01 .

“ Closing Date ” shall mean September 26, 2024.

“ Closing Date EBITDA ” shall mean $398,915,710.

“ Closing Date Term Loan Installment Date ” shall have the meaning assigned to such

term in Section 2.07(a)(i) .

“ Closing Date Term Loans ” shall mean the term loans made to the Borrower on the

Closing Date pursuant to the terms hereto.

“ CME ” shall mean CME Group Benchmark Administration Limited.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended, modified, and

supplemented.

“ Collateral ” shall mean the “Collateral” as defined in the Collateral Agreement and shall

also include all other property that is subject to any Lien in favor of the Administrative Agent for the

benefit of the Secured Parties pursuant to any Security Document.

“ Collateral Agreement ” shall mean the Guarantee and Collateral Agreement dated as of

the Closing Date, among the Loan Parties and the Administrative Agent, as amended, supplemented or

otherwise modified from time to time.

“ Collateral and Guarantee Requirement ” shall mean the requirement that:

(a) (i) on the Closing Date, the Administrative Agent shall have received a

counterpart of the Collateral Agreement duly executed and delivered on behalf of the Borrower, Holdings

and each person that was a Subsidiary as of such date (other than any Excluded Subsidiary) and

(ii) on or prior to the Closing Date, the Administrative Agent shall have

received the Security Documents required to be delivered pursuant to Section 5.13 ;

(b) on the Closing Date,

(i) the Administrative Agent (or a designated bailee thereof) shall have

received, subject to the exceptions set forth in the Collateral Agreement, (A) a pledge of all the

12

issued and outstanding Equity Interests of the Borrower and of each Subsidiary (other than any

Excluded Subsidiary) owned on the Closing Date directly by any Loan Party and (B) a pledge of

100% of the outstanding non-voting Equity Interests and 65% of the outstanding voting Equity

Interests of each (1) CFC directly owned by any Loan Party and (2) FSHCO directly owned by

any Loan Party and

(ii) the Administrative Agent (or a designated bailee thereof) shall have

received all certificates or other instruments (if any) representing such Equity Interests, together

with stock powers or other instruments of transfer with respect thereto endorsed in blank;

(c) on the Closing Date (i) all Indebtedness of Holdings, the Borrower and each

other Subsidiary of Holdings having, in the case of each instance of Indebtedness, an aggregate principal

amount in excess of $10.0 million (other than (A) intercompany current liabilities incurred in the ordinary

course of business in connection with the cash management operations of Holdings and its Subsidiaries or

(B) to the extent that a pledge of such promissory note or instrument would violate applicable law) that is

owing to any Loan Party shall be evidenced by a promissory note or an instrument and shall have been

pledged pursuant to the Collateral Agreement (or other applicable Security Document as reasonably

required by the Administrative Agent) and (ii) the Administrative Agent (or a designated bailee thereof)

shall have received all such promissory notes or instruments, together with note powers or other

instruments of transfer with respect thereto endorsed in blank;

(d) in the case of any person that becomes a Subsidiary (other than an Excluded

Subsidiary) after the Closing Date (with (i) any Subsidiary Redesignation resulting in an Unrestricted

Subsidiary becoming a Restricted Subsidiary being deemed to constitute the acquisition of a Subsidiary,

(ii) any Immaterial Subsidiary being designated a Material Subsidiary being deemed to constitute the

acquisition of a Subsidiary and (iii) any transaction or event resulting in a Subsidiary ceasing to be an

Excluded Subsidiary being deemed to constitute the acquisition of a Subsidiary), the Administrative

Agent shall have received a supplement to the Collateral Agreement, substantially in the form specified

xxxxxxx, xxxx executed and delivered on behalf of such Subsidiary within the time period specified in

Section 5.10(c) ;

(e) after the Closing Date, subject to the exceptions set forth in the Collateral

Agreement,

(i) (A) all the issued and outstanding Equity Interests of any person that

becomes a Subsidiary Loan Party after the Closing Date and (B) all the Equity Interests that are

acquired by a Loan Party after the Closing Date (with (x) any Subsidiary Redesignation resulting

in an Unrestricted Subsidiary becoming a Restricted Subsidiary being deemed to constitute the

acquisition of the Equity Interests of such redesignated Subsidiary, (y) any Immaterial Subsidiary

being designated a Material Subsidiary being deemed to constitute the acquisition of the Equity

Interests of such redesignated Subsidiary, (z) any transaction or event resulting in a Subsidiary

ceasing to be an Excluded Subsidiary being deemed to constitute the acquisition of any Equity

Interests of such Subsidiary which will then be required to be pledged pursuant to the Loan

Documents)

and owned directly by such Loan Party, shall have been pledged pursuant to the Collateral

Agreement; provided that in no event shall any Loan Party be required to pledge any Excluded

Equity Interests and

13

(ii) the Administrative Agent (or a designated bailee thereof) shall have

received all certificates or other instruments (if any) representing such Equity Interests, together

with stock powers or other instruments of transfer with respect thereto endorsed in blank, to the

extent required by the Collateral Agreement, in the case of each of clauses (i) and (ii) , within the

time period specified in Section 5.10(c) ;

(f) except as otherwise contemplated by the Security Documents, all documents and

instruments, including Uniform Commercial Code financing statements and all other actions reasonably

requested by the Administrative Agent to be filed, registered, recorded or delivered to create the Liens

intended to be created by the Security Documents (in each case, including any supplements thereto) and

perfect such Liens to the extent required by, and with the priority required by, the Security Documents,

shall have been delivered to the Administrative Agent (or a designated bailee thereof) for filing,

registration or the recording concurrently with, or promptly following, the execution and delivery of each

such Security Document (or supplement thereto, as applicable);

(g) except as otherwise contemplated by any Security Document, each Loan Party

shall have obtained all consents and approvals required to be obtained by it in connection with (i) the

execution and delivery of all Security Documents (or supplements thereto) to which it is a party and the

granting by it of the Liens thereunder and (ii) the performance of its obligations thereunder; and

(h) after the Closing Date, the Administrative Agent shall have received (i) such

other Security Documents as may be required to be delivered pursuant to Section 5.10 or Section 5.13

and (ii) upon reasonable request by the Administrative Agent, evidence of compliance with any other

requirements of Section 5.10 .

“ Commitment ” shall mean, (a) with respect to any Lender, such Xxxxxx’s Revolving

Facility Commitment and Term Facility Commitment and (b) with respect to the Swingline Lender, the

Swingline Lender’s Swingline Commitment (it being understood that a Swingline Commitment does not

increase the Swingline Lender’s Revolving Facility Commitment).

“ Compliance Certificate ” shall have the meaning assigned to such term in Section

5.04(c) .

“ Conforming Changes ” shall mean, with respect to either the use or administration of

Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any

technical, administrative or operational changes (including changes to the definition of “ABR,” the

definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition

of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest

period”), timing and frequency of determining rates and making payments of interest, timing of

borrowing requests or prepayment, conversion or continuation notices, the applicability and length of

lookback periods, the applicability of Section 2.13 and other technical, administrative or operational

matters) that the Administrative Agent decides may be appropriate to reflect the adoption and

implementation of any such rate or to permit the use and administration thereof by the Administrative

Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides

that adoption of any portion of such market practice is not administratively feasible or if the

Administrative Agent determines that no market practice for the administration of any such rate exists, in

such other manner of administration as the Administrative Agent decides is reasonably necessary in

connection with the administration of this Agreement and the other Loan Documents).

14

“ Consolidated Capital Expenditures ” shall mean, for any period, the aggregate amount

of all expenditures of Holdings and the Restricted Subsidiaries during such period determined on a

consolidated basis that, in accordance with GAAP, are or should be included as “additions to property,

plant or equipment” or similar items in the consolidated statement of cash flows of Holdings.

Notwithstanding the foregoing, Consolidated Capital Expenditures shall not include:

(a) the purchase price of assets that would otherwise be included in Consolidated

Capital Expenditures for the relevant period in an amount equal to the proceeds of Asset Sales that are

reinvested pursuant to Section 2.09(a) ,

(b) expenditures made with tenant allowances received by Holdings or any

Restricted Subsidiary from landlords in the ordinary course of business and subsequently capitalized,

(c) expenditures made in connection with the Transactions and Permitted Business

Acquisitions,

(d) expenditures to the extent they are (i) paid for in Equity Interests of any Parent

Entity or (ii) made with proceeds of the issuance of Equity Interests of, or a cash capital contribution to,

the Borrower after the Closing Date,

(e) expenditures that are accounted for as capital expenditures by Holdings or any

Restricted Subsidiary and that actually are paid for by a person other than Holdings or any Restricted

Subsidiary to the extent none of Holdings or any Restricted Subsidiary has provided or is required to

provide or incur, directly or indirectly, any consideration or obligation to such person or any other person

(whether before, during or after such period),

(f) any expenditures which are contractually required to be, and are, advanced or

reimbursed to Holdings or any Restricted Subsidiary in cash by a third party (including landlords) during

such period of calculation,

(g) the book value of any asset owned by Holdings or any Restricted Subsidiary

prior to or during such period to the extent that such book value is included as a capital expenditure

during such period as a result of such person reusing or beginning to reuse such asset during such period

without a corresponding expenditure actually having been made in such period; provided that (a) any

expenditure necessary in order to permit such asset to be reused shall be included as a capital expenditure

during the period in which such expenditure actually is made and (b) such book value shall have been

included in Consolidated Capital Expenditures when such asset was originally acquired,

(h) that portion of interest on Indebtedness incurred for capital expenditures that is

capitalized in accordance with GAAP,

(i) expenditures made in connection with the replacement, substitution, restoration,

upgrade, development or repair of assets to the extent financed with (x) insurance or settlement proceeds

paid on account of the loss of or damage to the assets being replaced, substituted, restored, upgraded,

developed or repaired or (y) awards of compensation arising from the taking by eminent domain or

condemnation of the assets being replaced, in each case to the extent such expenditures are made within

twenty-four (24) months of receipt of such proceeds,

15

(j) in the event that any equipment is purchased simultaneously with the trade-in of

existing equipment in the ordinary course of business, the gross amount of the credit granted by the seller

of such equipment for the equipment being traded in at such time, or

(k) expenditures relating to the construction, acquisition, replacement,

reconstruction, development, refurbishment, renovation or improvement of any property which has been

transferred to a person other than the Borrower or any other Restricted Subsidiary during the same fiscal

year in which such expenditures were made pursuant to a Sale and Lease-Back Transaction to the extent

of the cash proceeds received by the Borrower or any other Restricted Subsidiary pursuant to such Sale

and Lease-Back Transaction that are not required to prepay loans under the Credit Facilities.

“ Consolidated Depreciation and Amortization Expense ” shall mean, with respect to

Holdings and the Restricted Subsidiaries for any period, the total amount of depreciation and amortization

expense, including the amortization of key money and other intangible assets and deferred financing fees

and amortization of unrecognized prior service costs, of Holdings and the Restricted Subsidiaries as set

forth on the most recently delivered Required Financial Statements for such period and otherwise

determined in accordance with GAAP.

“ Consolidated EBITDA ” shall mean, with respect to Holdings and the Restricted

Subsidiaries for any period, the Consolidated Net Income of Holdings and the Restricted Subsidiaries for

such period (without duplication):

(1) increased, in each case, to the extent deducted (and not added back) or, in the

case of clause (j) or (l) , not already included in Consolidated Net Income and, in each case, without

duplication, by:

(a) provision for taxes based on income, profits or capital, including state,

franchise, excise and similar taxes and foreign withholding taxes of such person paid or accrued,

including any penalties and interest relating to any tax examinations; plus

(b) Consolidated Interest Expense of Holdings and the Restricted

Subsidiaries for such period (including (i) net losses on Hedge Agreements or other derivative

instruments entered into for the purpose of hedging interest rate risk and (ii) expenses of surety

bonds in connection with financing activities, in each case, to the extent included in Consolidated

Interest Expense), together with items excluded from the definition of Consolidated Interest

Expense pursuant to clauses (a)(i) and (a)(ii) thereof as well as all cash dividend payments

(excluding items eliminated in consolidation) on any Disqualified Stock of Holdings and the

Restricted Subsidiaries.; plus

(c) extraordinary, non-recurring or unusual losses, charges and expenses,

whether or not classified as such under GAAP (provided that such losses, charges or expenses

shall not be of the type that may be added back pursuant to clause (e) or (j) below); plus

(d) all

(1) charges and expenses (including any printer expenses, filing

fees, financial advisory fees, accounting fees, auditor fees, legal fees and other advisory

and consulting fees and related out-of-pocket expenses and other fees, discounts and

commissions, including with respect to underwriting, placement, arranging or

syndication) relating to the Transactions,

16

(2) charges and expenses incurred in connection with (x)

investments in any person, acquisitions of the Equity Interests of any person, acquisitions

of all or a material portion of the assets of any person or constituting a line of business of

any person, and financings related to any of the foregoing or to the capitalization of any

Loan Party or Restricted Subsidiary or (y) other transactions that are out of the ordinary

course of business of such person and its Restricted Subsidiaries (in each case of clauses

(x) and (y) , including transactions considered or proposed but not consummated),

including issuances of Equity Interests, Investments, acquisitions, dispositions,

recapitalizations, mergers, option buyouts and the incurrence, modification or repayment

of Indebtedness (including all consent fees, premium and other amounts payable in

connection therewith) and

(3) non-operating professional fees, costs and expenses; plus

(e) charges, costs, losses, expenses or reserves related to:

(i) restructuring (including restructuring charges or reserves,

whether or not classified as such under GAAP), severance, relocation, consolidation,

integration or other similar items,

(ii) business optimization (including consolidation initiatives),

initiatives aimed at profitability improvement; strategic initiatives, new systems design

and implementation, as well as consulting fees and any one-time expense relating to

enhanced accounting function;

(iii) start-up, opening, transition, consolidation, shut-down, exiting or

closing of facilities or businesses;

(iv) personnel relocation, recruiting, restructuring, redundancy,

severance, termination, settlement or judgment;

(v) litigation (including threatened litigation), any investigation or

proceeding (or any threatened investigation or proceeding) by a regulatory, governmental

or law enforcement body (including any attorney general),

(vi) one-time compensation charges and

(vii) signing, retention and completion bonuses; plus

(f) losses, charges and expenses attributable to asset dispositions, casualty

events or the sale or other disposition of any Equity Interests of Holdings or any of the Restricted

Subsidiaries, in each case other than in the ordinary course of business, as determined in good

faith by a Responsible Officer or Governing Person of Holdings; plus

(g) losses, charges and expenses attributable to abandoned, closed, disposed

or discontinued assets, properties or operations and losses, charges and expenses related to the

disposal of disposed, abandoned, closed or discontinued assets, properties or operations; plus

(h) [Reserved]; plus

17

(i) losses, charges and expenses related to internal software development

that are expensed but could have been capitalized under alternative accounting policies in

accordance with GAAP; plus

(j) the amount of “run rate” cost savings, operating expense reductions and

cost synergies projected by Holdings in good faith to be realized as a result of actions taken or

expected to be taken (which cost savings or cost synergies shall be subject only to certification by

an officer of Holdings and shall be calculated on a Pro Forma Basis as though such cost savings

or cost synergies had been realized on the first day of such period), net of the amount of actual

benefits realized during such period from such actions; provided that (A) such cost savings or

cost synergies are reasonably identifiable and factually supportable (it being agreed such

determination need not be made in compliance with Regulation S-X or other applicable securities

law)  and (B) such actions have been taken or are expected to be taken within twenty-four (24)

months after the date of determination to take such action; provided that the aggregate amount of

such “run rate” cost savings, operating expense reductions and cost synergies, taken together with

any such pro forma adjustments made pursuant to Section 1.09(c), shall not exceed at any given

time 30% of Consolidated EBITDA after giving effect to such adjustments in this clause (j) and

such Section 1.09(c) ; plus

(k) expenses, charges and losses resulting from the payment or accrual of

indemnification or refunding provisions, earn-outs and contingent consideration obligations,

bonuses and other compensation paid to employees, directors or consultants, and payments in

respect of dissenting shares and purchase price adjustments, in each case, made in connection

with any Permitted Business Acquisition or other Investment; plus

(l) business interruption insurance in an amount representing the earnings

for the applicable period that such proceeds are intended to replace (whether or not received, so

long as Holdings in good faith expects to receive the same within the next four fiscal quarters (it

being understood that to the extent not actually received within such four fiscal quarter period,

such proceeds shall be deducted in calculating Consolidated EBITDA for the next four fiscal

quarter period)); plus

(m) all charges, costs, expenses, accruals or reserves in connection with the

rollover, acceleration or payout of Equity Interests held by officers or employees and all losses,

charges and expenses related to payments made to holders of options or other derivative Equity

Interests of Holdings or any Parent Entity in connection with, or as a result of, any distribution

being made to equity holders of such person or any of its direct or indirect parents, including (A)

payments made to compensate such option holders as though they were equityholders at the time

of, and entitled to share in, such distribution and (B) all dividend equivalent rights owed pursuant

to any compensation or equity arrangement; plus

(n) any other non-cash losses, charges and expenses, including any write offs

or write downs, reducing Consolidated Net Income for such period, decreased by all cash

payments during such period on account of accruals on or reserves added back to Consolidated

EBITDA pursuant to this clause (n) in prior periods, excluding any such charge that represents an

accrual or reserve for a cash expenditure for a future period; plus

(o) losses, charges and expenses attributable to the early extinguishment or

conversion of Indebtedness or any Hedge Agreements or other derivative instruments, in each

18

case entered into in the ordinary course of business (including deferred financing expenses

written off and premiums paid); plus

(p) Consolidated Depreciation and Amortization Expense; plus

(q) minority interest expense consisting of income attributable to Equity

Interests held by third parties in any non-wholly owned Restricted Subsidiary; plus

(r) Public Company Costs;

(2) decreased by (without duplication and to the extent increasing Consolidated Net

Income for such period),

(a) non-cash gains, excluding any non-cash gains that represent the reversal

of any accrual of, or cash reserve for, anticipated cash charges that were deducted (and not added

back) in the calculation of Consolidated EBITDA for any prior period; plus

(b) extraordinary, non-recurring, unusual or exceptional income or gains;

plus

(c) any gains attributable to asset dispositions or the sale or other disposition

of any Equity Interests of Holdings or any of the Restricted Subsidiaries other than in the ordinary

course of business, as determined in good faith by a Responsible Officer or the Governing

Persons of Holdings; plus

(d) gains attributable to abandoned, closed, disposed or discontinued

operations and gains related to the disposal of disposed, abandoned, closed, or discontinued

operations; plus

(e) gains attributable to the early extinguishment or conversion of

Indebtedness or any Hedge Agreements or other derivative instruments, in each case entered into

in the ordinary course of business.

For the avoidance of doubt, “losses” shall not include lost revenues or profits.

“ Consolidated Interest Expense ” shall mean, with respect to Holdings and the

Restricted Subsidiaries for any period, the sum, without duplication, of:

(a) consolidated interest expense of Holdings and the Restricted Subsidiaries for

such period, to the extent such expense was deducted (and not added back) in computing Consolidated

Net Income (including amortization of original issue discount, the interest component of Finance Lease

Obligations, and net payments and receipts (if any) pursuant to interest rate Hedge Agreements but

excluding (i) additional interest, if any, owing pursuant to a registration rights agreement, (ii)

amortization of deferred financing fees, (iii) debt issuance costs, commissions, fees and expenses and (iv)

non-cash expensing of any bridge, commitment or other financing fees that have been previously paid in

cash (but solely to the extent not reducing Consolidated Interest Expense in any prior period) and (v) any

original issue discount in respect of the Loans); plus

(b) consolidated capitalized interest of Holdings and the Restricted Subsidiaries for

such period, whether paid or accrued; minus

19

(c) interest income of Holdings and the Restricted Subsidiaries for such period.

For purposes of this definition, interest on a Finance Lease Obligation shall be deemed to

accrue at an interest rate reasonably determined by Holdings (or any Parent Entity on behalf of Holdings)

to be the rate of interest implicit in such Finance Lease Obligation in accordance with GAAP.

“ Consolidated Net Income ” shall mean with respect to Holdings and the Restricted

Subsidiaries for any period, the aggregate of the Net Income of Holdings and the Restricted Subsidiaries

for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided

that, without duplication:

(a) the cumulative effect of a change in accounting principles shall be excluded;

(b) the net after-tax effect of extraordinary, non-recurring and unusual gains, losses,

charges and expenses shall be excluded (provided that such losses, charges or expenses shall not be of the

type that may be excluded pursuant to clause (d) );

(c) the net after-tax effect of any charges and expenses (including any financial

advisory fees, accounting fees, auditor fees, legal fees and other advisory and consulting fees and related

out-of-pocket expenses and other fees, discounts and commissions, including with respect to

underwriting, placement or syndication) related to the Transactions, shall be excluded;

(d) (i) business optimization expenses (including consolidation initiatives),

relocation or integration;

(ii) expenses, costs and charges related to consolidation or closing of

distribution centers or other facilities or exiting lines of business; acquisitions and mergers after

the Closing Date; initiatives aimed at profitability improvement; strategic initiatives; personnel

relocation, restructuring, redundancy, severance, termination, settlement or judgment;

(iii) one-time compensation charges and

(iv) the amount of any signing, retention and completion bonuses

shall in each case be excluded;

(e) the net after-tax effect of gains, losses, charges and expenses attributable to asset

dispositions or the sale or other disposition of any Equity Interests of Holdings or any of the Restricted

Subsidiaries, in each case other than in the ordinary course of business, as determined in good faith by a

Responsible Officer or the Governing Persons of the Borrower or any Parent Entity on behalf of the

Borrower, shall be excluded;

(f) the net after-tax effect of gains, losses, charges and expenses attributable to the

early extinguishment or conversion of indebtedness, Hedge Agreements or other derivative instruments,

in the case of Hedge Agreements or other derivative instruments entered into in the ordinary course of

business (including deferred financing expenses written off and premiums paid) shall be excluded;

(g) the Net Income for such period of any person that is not a Subsidiary, or is an

Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded;

provided that Consolidated Net Income of Holdings shall be increased by the amount of the Net Income

20

of such person that is actually paid to Holdings or any Restricted Subsidiary thereof in respect of such

period in cash by way of dividends or distributions;

(h) solely for the purpose of determining the Available Amount, the Net Income for

such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent that

the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of its Net

Income is not at the date of determination permitted without any prior Governmental Approval (which

has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any

agreement to which it is a party (other than any restriction permitted by Section 6.06(a) ) or any judgment,

decree, order, statute, rule, or governmental regulation applicable to such Restricted Subsidiary, unless

such restriction with respect to the payment of dividends or similar distributions has been legally waived;

provided that Consolidated Net Income of Holdings will be increased by the amount of the Net Income

of such person actually paid in cash by way of dividends or distributions such Restricted Subsidiary to

Holdings or any Restricted Subsidiary not subject to the restrictions contemplated by this clause (h) in

respect of such period, to the extent not already included therein;

(i) the effects of adjustments (including the effects of such adjustments pushed

down to the Borrower and the other Restricted Subsidiaries) in any line item in Holdings’ consolidated

financial statements pursuant to GAAP resulting from the application of recapitalization accounting or

purchase accounting, as the case may be, in connection with the Transactions, any acquisition or any joint

venture investments or the amortization or write off of any amounts thereof, net of taxes, shall be

excluded;

(j) impairment charges, asset write offs and write downs, including impairment

charges, asset write offs and write downs related to goodwill, intangible assets, long-lived assets,

investments in debt and equity securities or as a result of a change in law or regulation, in each case

pursuant to GAAP shall be excluded;

(k) non-cash compensation charges and expenses, including any such charges and

expenses arising from grants of stock appreciation or similar rights, phantom equity, stock options,

restricted stock or other rights or equity incentive shall be excluded;

(l) (i) charges and expenses pursuant to any management equity plan or stock option

plan or any other management or employee benefit plan or agreement, any stock subscription or

shareholder agreement and (ii) charges, expenses, accruals and reserves in connection with the rollover,

acceleration or payout of Equity Interests held by management of Holdings or any of its Restricted

Subsidiaries, in the case of each of clauses (i) and (ii) , to the extent that (in the case of any cash charges

and expenses) such charges, expenses, accruals and reserves are funded with cash proceeds contributed

(other than from a Restricted Subsidiary) to the capital of Holdings or any direct or indirect parent of

Holdings or Net Cash Proceeds of an issuance of Equity Interests (other than Disqualified Stock) of

Holdings or (if such Net Cash Proceeds are contributed as common equity to the capital of Holdings) any

direct or indirect parent of Holdings shall be excluded, in each case to the extent that such proceeds do not

increase the amount pursuant to the definition of Available Amount and without duplication of proceeds

applied in accordance with Section 6.01(aa) , Section 6.06(d) or Section 6.09(b)(i)(3) ;

(m) charges, expenses and fees incurred, including financial advisory, accounting,

auditor, legal and other consulting and advisory fees and any SEC or other filing fees and expenses,

public company preparation costs and expenses (including third party legal, auditor, consultant and

advisor costs), or any amortization thereof, in connection with any equity offering, acquisition (including

21

a Permitted Business Acquisition), merger, investment, recapitalization, asset disposition, incurrence or

repayment of Indebtedness (including deferred financing expenses), refinancing transaction or

amendment or modification of any debt instrument (in each case, including any such transaction

consummated prior to the Closing Date and any transaction undertaken but not completed) and any non-

recurring charges and expenses (including non-recurring merger expenses) incurred as a result of any

such transaction shall be excluded;

(n) accruals and reserves that are established or adjusted, in each case within twenty-

four (24) months of the subject transaction, including as a result of the Transactions or any other

acquisition, investment, asset disposition, write down or write off (including the related tax benefit) in

accordance with GAAP (including any adjustment of estimated payouts on earn-outs) or charges as a

result of the adoption or modification of accounting policies shall be excluded;

(o) any charge or expense resulting from the application of FAS-141R relating to the

incurrence of obligations in respect of an “earn out” or other similar contingent obligations shall be

excluded;

(p) to the extent covered by insurance and actually reimbursed, or, so long as

Holdings has made a good faith determination that there exists reasonable evidence that such amount will

in fact be reimbursed by the insurer and only to the extent that (i) such coverage is not denied by the

applicable carrier or indemnifying party in writing within two hundred and seventy (270) days and (ii)

such amount is in fact reimbursed within three hundred and sixty-five (365) days of the date of such

determination (with a deduction in the applicable future period for any amount so added back to the

extent not so reimbursed within three hundred and sixty-five (365) days), losses, charges, expenses,

accruals and reserves with respect to liability or casualty events or business interruption shall be

excluded;

(q) losses, charges and expenses that are covered by indemnification or other

reimbursement provisions in connection with any acquisition, investment or asset disposition, to the

extent actually reimbursed, or, so long as Holdings has made a determination that a reasonable basis

exists for indemnification or reimbursement and only to the extent that such amount is in fact indemnified

or reimbursed within three hundred and sixty-five (365) days of such determination (with a deduction in

the applicable future period for any amount so added back to the extent not so indemnified or reimbursed

within such three hundred and sixty-five (365) days), shall be excluded;

(r) (i) non-cash or unrealized gains or losses in respect of obligations under

Hedge Agreements or any ineffectiveness recognized in earnings related to qualifying hedge transactions

or the fair value of changes therein recognized in earnings for derivatives that do not qualify as hedge

transactions, in each case, in respect of obligations under Hedge Agreements entered into in the ordinary

course of business, shall be excluded, and

(ii) unrealized gains or losses resulting from currency translation gains or

losses related to currency remeasurements of indebtedness (including gains or losses resulting

from (A) Hedge Agreements entered into in the ordinary course of business for currency

exchange risk and (B) intercompany Indebtedness) and all other unrealized foreign currency

translation gains or losses to the extent such gains or losses are non-cash items shall be excluded;

22

(s) the net after-tax effect of gains, losses, charges and expenses attributable to

disposed or discontinued operations and any net after-tax gains, losses, charges and expenses related to

the disposal of disposed, abandoned or discontinued operations shall be excluded;

(t) non-cash interest charges on defined benefit plans, defined contribution plans or

other pension plans shall be excluded;

(u) deferred tax expenses associated with tax deductions or net operating losses

arising as a result of the Transactions or the release of any valuation allowance related to such item, shall

be excluded (provided that they shall be deducted in any period in which such tax expense is incurred);

(v) any expenses or charges to the extent paid by a third party on behalf of Holdings

or any Restricted Subsidiary shall be excluded; and

(w) costs and expenses in connection with the establishment and integration of enterprise

resource planning systems shall be excluded.

“ Consolidated Total Assets ” shall mean, as of any date of determination, the total

amount of all assets of Holdings and the other Restricted Subsidiaries, determined in accordance with

GAAP as of such date.

“ Consolidated Total Debt ” shall mean, as of any date of determination, without

duplication, (i) the aggregate principal amount of funded Indebtedness for borrowed money, Finance

Lease Obligations and debt obligations evidenced by promissory notes or similar instruments of Holdings

and the Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in

accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the

application of purchase accounting in connection with the Transactions or any Permitted Business

Acquisitions) and (ii) guarantee obligations of Holdings and the Restricted Subsidiaries in respect of

Indebtedness that, if incurred directly by Holdings or any Restricted Subsidiary, would constitute

Indebtedness under clause (i)  above; provided that Consolidated Total Debt shall not include (i)

Indebtedness in respect of letters of credit, except to the extent of drawn and unreimbursed amounts

thereunder, (ii) Indebtedness of Unrestricted Subsidiaries and (iii) obligations under Hedge Agreements.

“ Continuing Letter of Credit ” shall have the meaning assigned to such term in

Section 2.22(k) .

“ Contract Consideration ” shall have the meaning assigned to such term in Section

2.09(c) .

“ 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 ownership of voting

securities, by contract or otherwise, and “ Controlling ” and “ Controlled ” shall have meanings correlative

thereto.

“ Credit Agreement Refinancing Indebtedness ” shall mean any (a) Permitted Pari

Passu Secured Refinancing Debt, (b) Permitted Junior Secured Refinancing Debt, (c) Permitted

Unsecured Refinancing Debt or (d) Indebtedness incurred pursuant to a Refinancing Amendment, in each

case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing

Indebtedness) in exchange for, or to extend, renew, replace or refinance Term Loans and Revolving

Facility Commitments (and extensions of credit thereunder) in whole or part (including any successive

23

Credit Agreement Refinancing Indebtedness) (“ Refinanced Debt ”, which, in the case of Revolving

Facility Commitments, shall be deemed to be in the full committed amount thereof whether or not

drawn); provided that

(i) such exchanging, extending, renewing, replacing or refinancing Indebtedness is

in an original aggregate principal amount not greater than the principal amount of the Refinanced Debt

(plus the amount of unpaid accrued or capitalized interest and premiums thereon (including tender

premiums), underwriting discounts, original issue discount, defeasance costs, fees (including upfront

fees), commissions and expenses and, in the case of Refinanced Debt consisting of revolving

commitments, the then undrawn portion thereof);

(ii) the final maturity date of such Indebtedness shall be no earlier than the Maturity

Date for the Refinanced Debt;

(iii) the Weighted Average Life to Maturity of such Indebtedness is not less than the

Weighted Average Life to Maturity of, the Term Loans or the Revolving Facility Commitments, as

applicable, in the Class (or the successive Credit Agreement Refinancing Indebtedness) being prepaid;

(iv) the terms and conditions of such Indebtedness (other than (A) interest rate, fees,

funding discounts and other pricing terms, redemption, prepayment or other premiums, optional

prepayment terms and redemption terms, and (B) covenants or other provisions applicable only to periods

after the then Latest Maturity Date at the time of incurrence of such Indebtedness) are substantially

identical to, or, taken as a whole, no more favorable to the lenders or holders providing such

Indebtedness, than those set forth in the Loan Documents are to the Lenders holding such Refinanced

Debt; provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative

Agent prior to or substantially concurrently with the incurrence of such Indebtedness, together with

copies of substantially final drafts of the definitive credit documentation relating to such Indebtedness (it

being understood that the Borrower shall have no obligation to deliver such drafts if it is bound by a

confidentiality obligation with respect thereto, in which case a reasonably detailed description of the

material terms and conditions of such Indebtedness shall be provided in lieu thereof), stating that the

Xxxxxxxx has determined in good faith that such terms and conditions satisfy the requirement of this

clause (iv) shall be conclusive evidence (absent manifest error) that such terms and conditions satisfy

such requirement; and provided , further , that the Borrower and the Administrative Agent shall be

permitted to amend the terms of this Agreement and the other Loan Documents to provide for such terms

more favorable to the Lenders as may be necessary in order to satisfy the condition set forth in the

immediately preceding proviso, without the requirement for the consent of any Lender or any other

person (a “ Credit Agreement Refinancing Indebtedness Amendment ”),

(v) such Indebtedness is not secured by any assets or property of the Loan Parties

that does not constitute Collateral (except, in the case of an escrow or similar arrangement with respect to

the repayment of any such Indebtedness, for the proceeds thereof and subject to customary exceptions for

cash collateral in favor of an agent, letter of credit issuer or similar “fronting” lender),

(vi) such Indebtedness is not guaranteed by any person other than the Loan Parties,

(vii) such Refinanced Debt shall be repaid (in the case of Refinanced Debt consisting

of Loans), defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any) in

connection therewith shall be paid and all commitments in respect thereof shall be terminated, and

24

(viii) such Indebtedness incurred pursuant to a Refinancing Amendment shall (A) rank

pari passu in right of payment with the Obligations, and (B) be secured on a pari passu basis with the

Obligations.

“ Credit Agreement Refinancing Indebtedness Amendment ” shall have the meaning

assigned to such term in the definition of “Credit Agreement Refinancing Indebtedness”.

“ Credit Facility ” shall mean the respective facilities and commitments of a given Class

utilized in making Loans and other credit extensions hereunder, and “Credit Facilities” shall mean all of

them collectively.

“ Credit Party ” shall mean any of the Administrative Agent, any Lead Arranger (or any

of its Affiliates), any Lender or any Issuing Bank.

“ Current Assets ” shall mean, with respect to Holdings and the Restricted Subsidiaries

on a consolidated basis at any date of determination, all assets (other than Permitted Investments or other

cash equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of

Holdings and the Restricted Subsidiaries as current assets at such date of determination, other than

amounts related to current or deferred Taxes based on income or profits.

“ Current Liabilities ” shall mean, with respect to Holdings and the Restricted

Subsidiaries on a consolidated basis at any date of determination, all liabilities that would, in accordance

with GAAP, be classified on the Required Financial Statements as current liabilities at such date of

determination, other than (a) the current portion of any Indebtedness, (b) accruals of Consolidated Interest

Expense (excluding Consolidated Interest Expense that is due and unpaid), (c) accruals for current or

deferred Taxes based on income or profits, (d) accruals, if any, of transaction costs resulting from the

Transactions, (e) accruals of any costs or expenses related to (i) severance or termination of employees

prior to the Closing Date or (ii) bonuses, pension and other post-retirement benefit obligations, and (f)

accruals for addbacks to Consolidated EBITDA included in clauses (d) , (e) , (j) and (n) of the definition

thereof.

“ Daily Simple SOFR ” shall mean for any day, SOFR, with the conventions for this rate

(which will include a lookback) being established by the Administrative Agent in accordance with the

conventions for this rate selected or recommended by the Relevant Governmental Body for determining

“Daily Simple SOFR” for syndicated business loans; provided , that if the Administrative Agent

determines, in consultation with the Borrower, that any such convention is not administratively feasible

for the Administrative Agent, then the Administrative Agent may establish another convention in its

reasonable discretion.

“ Default ” shall mean any event or condition which, but for the giving of notice, lapse of

time or both, would constitute an Event of Default.

“ Defaulting Lender ” shall mean any Lender who meets any part of the definition of

“Lender Default”.

“ Derivative Instrument ” means with respect to a person, any contract or instrument to

which such person is a party (whether or not requiring further performance by such person), the value

and/or cash flows of which (or any portion thereof) are based on the value and/or performance of the

Loans and/or any “Deliverable Obligations” or “Obligations” (as defined in the ISDA CDS Definitions)

25

with respect to the Loan Parties; provided that a “Derivative Instrument” will not include any contract or

instrument that is entered into pursuant to bona fide market-making activities.

“ Designated Non-Cash Consideration ” shall mean the fair market value of non-cash

consideration received by the Borrower or any other Restricted Subsidiary in connection with an Asset

Sale that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible

Officer of the Borrower setting forth the basis of such valuation, less the amount of cash or cash

equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.

“ Disqualified Institution ” shall mean

(i) the persons identified in writing to the Administrative Agent on or prior to the

Closing Date as competitors of Holdings, the Borrower or any other Subsidiary (or, after the Closing

Date, that are mutually agreed upon between the Borrower and the Administrative Agent, each party

acting reasonably),

(ii) Affiliates of any such competitors clearly identifiable by similarity of name other

than any such Affiliate that is a bona fide debt fund or investment vehicle that is engaged in making,

purchasing, holding or otherwise investing in fixed-income instruments, commercial loans, bonds and

similar extensions of credit in the ordinary course of business with separate fiduciary duties to the

investors in such fund or vehicle,

(iii) certain banks, financial institutions and other institutional lenders and investors

that have been specifically identified in writing to the Administrative Agent on or prior to the Closing

Date and any Affiliates of any of the foregoing persons clearly identifiable by similarity of name,

(iv)  Affiliates of the Lead Arrangers engaged as principals primarily in private equity

or venture capital (other than bona fide debt funds or investment vehicles that are engaged in making,

purchasing, holding or otherwise investing in fixed-income instruments, commercial loans, bonds and

similar extensions of credit in the ordinary course of business with separate fiduciary duties to the

investors in such funds or vehicles),

(v) at any time, or with respect to any action (or proposed action) in connection with

which, a Net Short Representation is required to be made (or deemed made) hereunder, any Lender (or

prospective Lender) that has breached its Net Short Representation at such time or in connection with

such action (or proposed action) and the Borrower has identified such Lender (or prospective Lender) to

the Administrative Agent in writing or

(vi) such other persons identified in writing to the Administrative Agent on or prior to

the Closing Date

(other than, in each case, such persons engaged by the Borrower as part of the Transactions or persons

identified in writing by the Borrower to the Administrative Agent that are to be no longer considered

Disqualified Institutions);

provided that any person that is a Lender and subsequently becomes a Disqualified Institution (but was

not a Disqualified Institution at the time it became a Lender (including pursuant to clauses (v) and (vi)

above)) shall not retroactively be deemed to be a Disqualified Institution hereunder; provided , further ,

any person that is a Lender that is designated as a Disqualified Institution after the date it became a

26

Lender, once so designated, shall not be entitled to acquire any additional assignments of, or

participations in, Commitments or Loans from any other Lender.

“ Disqualified Stock ” shall mean, with respect to any person, any Equity Interests of such

person that, by their terms (or by the terms of any security or other Equity Interests into which they are

convertible or for which they are redeemable or exchangeable), or upon the happening of any event or

condition

(a) mature or are mandatorily redeemable (other than solely for Qualified Equity

Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control,

asset sale, condemnation or similar event so long as any rights of the holders thereof upon the occurrence

of a change of control, asset sale, condemnation or similar event shall be subject to the prior repayment in

full of the Loans and all other Obligations that are accrued and payable and the termination of the

Commitments),

(b) are redeemable at the option of the holder thereof (other than solely for Qualified

Equity Interests), in whole or in part,

(c) provide for the scheduled payments of dividends in cash or

(d) either mandatorily or at the option of the holders thereof, are or become

convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute

Disqualified Stock,

in each case, prior to the date that is ninety-one (91) days after the earlier of (i) the Latest Maturity Date

and (ii) the date on which the Loans and all other Obligations

(other than Obligations in respect of Specified Hedge Agreements, Cash Management Obligations and

contingent indemnification and reimbursement obligations that are not yet due and payable and for which

no claim has been asserted) are repaid in full and the Commitments are terminated;

provided that only the portion of the Equity Interests that so mature or are mandatorily redeemable, are

so convertible or exchangeable or are so redeemable at the option of the holder thereof prior to such date

shall be deemed to be Disqualified Stock; provided further , that if such Equity Interests are issued to any

employee or to any plan for the benefit of employees of Holdings or its Restricted Subsidiaries or by any

such plan to such employees, such Equity Interests shall not constitute Disqualified Stock solely because

they may be required to be repurchased by Holdings or any of its Restricted Subsidiaries in order to

satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death

or disability; provided further , that any class of Equity Interests of such person that by its terms

authorizes such person to satisfy its obligations thereunder by delivery of Equity Interests that are not

Disqualified Stock shall not be deemed to be Disqualified Stock.

“ Distressed Person ” shall have the meaning assigned to such term in the definition of

“Lender-Related Distress Event”.

“ Dividing Person ” has the meaning assigned to it in the definition of “ Division .”

“ Division ” means the division of the assets, liabilities and/or obligations of a person (the

“ Dividing Person ”) among two or more persons (whether pursuant to a “plan of division” or similar

27

arrangement or otherwise), which may or may not include the Dividing Person and pursuant to which the

Dividing person may or may not survive.

“ Division Successor ” means any person that, upon the consummation of a Division of a

Dividing Person, holds all or any portion of the assets, liabilities and/or obligations previously held by

such Dividing Person immediately prior to the consummation of such Division.  A Dividing Person which

retains any of its assets, liabilities and/or obligations after a Division shall be deemed a Division

Successor upon the occurrence of such Division.

“ Documentation Agents ” shall mean the Documentation Agents identified on the cover

page of this Agreement.

“ Dollars ” or “ $ ” shall mean lawful money of the United States of America.

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

“ Dutch Auction ” shall mean an auction of Term Loans conducted pursuant to Section

9.04(j) to allow a Purchasing Borrower Party to prepay Term Loans at a discount to par value and on a

non pro rata basis, in each case, in accordance with the applicable Dutch Auction Procedures.

“ Dutch Auction Procedures ” shall mean with respect to a purchase or prepayment of

Term Loans by a Purchasing Borrower Party pursuant to Section 9.04(j) , Dutch auction procedures as

reasonably agreed upon by such Purchasing Borrower Party and the Administrative Agent.

“ ECF Required Percentage ” shall mean, with respect to any Excess Cash Flow Period,

50.0%; provided that (a) if the First Lien Net Leverage Ratio at the end of the applicable Excess Cash

Flow Period is less than or equal to 3.75 to 1.00 but greater than 3.00 to 1.00, such percentage shall be

25.0%, and (b) if the First Lien Net Leverage Ratio at the end of the applicable Excess Cash Flow Period

is less than or equal to 3.00 to 1.00, such percentage shall be 0%.

“ EEA Financial Institution ” means (a) any credit institution or investment firm

established in any EEA Member Country which is subject to the supervision of an EEA Resolution

Authority, (b) any entity established in an EEA Member Country which is a parent of an institution

described in clause (a) of this definition, or (c) any financial institution established in an EEA Member

Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is

subject to consolidated supervision with its parent.

“ EEA Member Country ” means any of the member states of the European Union,

Iceland, Liechtenstein, and Norway.

“ EEA Resolution Authority ” means any public administrative authority or any person

entrusted with public administrative authority of any EEA Member Country (including any delegee)

having responsibility for the resolution of any EEA Financial Institution.

“ Engagement Letter ” shall mean that Engagement Letter, dated as of August 12, 2024,

by and between the Borrower, Xxxxx Fargo Securities, LLC and JPMorgan Chase Bank, N.A.

“ environment ” shall mean ambient and indoor air, surface water and groundwater

(including potable water, navigable water and wetlands), the land surface or subsurface strata, natural

resources such as flora and fauna or as otherwise defined in any Environmental Law.

28

“ Environmental Laws ” shall mean all applicable laws (including common law), statutes,

rules, regulations, codes, ordinances, orders, binding agreements and final, binding decrees or judgments,

in each case, promulgated or entered into by or with any Governmental Authority, relating to the

environment, preservation or reclamation of natural resources, the generation, management, Release or

threatened Release of, or exposure to, any harmful or deleterious substances or to occupational health and

safety matters (to the extent relating to the environment or exposure to harmful or deleterious substances)

but for the avoidance of doubt excluding any laws relating to products liability.

“ Equity Interests ” shall mean, with respect to any person, any and all shares, interests,

rights to purchase or otherwise acquire, warrants, options, participations or other equivalents of or

interests in (however designated) equity or ownership of such person, including any preferred stock, any

limited or general partnership interest and any limited liability company membership interest, and any

securities or other rights or interests convertible into or exchangeable for any of the foregoing.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as the same

may be amended from time to time, and any final regulations promulgated and the rulings issued

thereunder.

“ ERISA Affiliate ” shall mean any trade or business (whether or not incorporated) that,

together with the Borrower or any of its Subsidiaries, is treated as a single employer under Section 414(b)

or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated

as a single employer under Section 414 of the Code.

“ ERISA Event ” shall mean (a) a Reportable Event, or the requirements of Section

4043(b) of ERISA apply, with respect to a Plan, (b) a withdrawal by Borrower or any of its Restricted

Subsidiaries or, to the knowledge the Borrower, any ERISA Affiliate from a Plan subject to Section 4063

of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of

ERISA) or a cessation of operations by the Borrower or any of its Restricted Subsidiaries or, to the

knowledge of the Borrower, any ERISA Affiliate that is treated as a termination under Section 4062(e) of

ERISA, (c) a complete or partial withdrawal by the Borrower or any of its Restricted Subsidiaries or, to

the knowledge of the Borrower, any ERISA Affiliate from a Multiemployer Plan, receipt of written

notification by the Borrower any of its Restricted Subsidiaries or, to the knowledge of the Borrower, any

XXXXX Xxxxxxxxx concerning the imposition of Withdrawal Liability or written notification that a

Multiemployer Plan is, or is expected to be, insolvent, in reorganization within the meaning of Title IV of

ERISA or endangered or in critical status within the meaning of Section 305 of ERISA, (d) the provision

by a Plan administrator or the PBGC of notice of intent to terminate a Plan, the treatment of a Plan or

Multiemployer Plan amendment as a termination under Sections 4041 or 4041A of ERISA or the

commencement of proceedings by the PBGC to terminate a Plan or Multiemployer Plan, (e) the

incurrence by the Borrower or any of its Restricted Subsidiaries or, to the knowledge of the Borrower,

any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan

or Multiemployer Plan, other than for the payment of plan contributions or PBGC premiums due but not

delinquent under Section 4007 of ERISA, (f) the application for a minimum funding waiver under

Section 302(c) of ERISA with respect to a Plan, (g) the imposition of a lien under Section 303(k) of

ERISA with respect to any Plan, (h) a determination that any Plan is in “at risk” status (within the

meaning of Section 303 of ERISA) or (i) a Foreign Benefit Event.

“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule

published by the Loan Market Association (or any successor person), as in effect from time to time.

29

“ Event of Default ” shall have the meaning assigned to such term in Section 7.01 .

“ Excess Cash Flow ” shall mean, for any period, an amount equal to:

(1) the Consolidated Net Income of Holdings and the Restricted Subsidiaries for

such period determined on a consolidated basis (but not adjusted to exclude the results of discontinued

operations), increased, in each case, without duplication, by

(a) an amount equal to the amount of all non-cash charges (including

depreciation and amortization) to the extent deducted in arriving at such Consolidated Net

Income, but excluding any such non-cash charges representing an accrual or reserve for potential

cash items in any future period and excluding amortization of a prepaid cash item that was paid in

a prior period,

(b) decreases in Working Capital for such period,

(c) cash receipts in respect of Hedge Agreements entered into in the ordinary

course of business during such fiscal year to the extent not otherwise included in such

Consolidated Net Income;

(d) the aggregate amount of any non-cash loss recognized as a result of any

Asset Sale or Recovery Event (other than any Asset Sale in the ordinary course of business) that

resulted in a decrease to Consolidated Net Income (up to the amount of such decrease),

minus

(2) the sum, in each case, without duplication, of:

(a) an amount equal to the amount of all non-cash credits included in arriving at such

Consolidated Net Income (but excluding any non-cash credit to the extent representing the reversal of an

accrual or reserve described in clause (1)(a) above) and cash charges excluded by virtue of clauses (a)

through (w) of the definition of Consolidated Net Income,

(b) the aggregate amount of all scheduled principal payments of Indebtedness of

Holdings and the Restricted Subsidiaries (including (i) the principal component of payments in respect of

Finance Lease Obligations, (ii) the amount of any mandatory prepayments of Term Loans made during

such period), in each case paid in cash and except to the extent financed with the Net Cash Proceeds of

other Indebtedness of Holdings or the Restricted Subsidiaries (excluding any such amounts that reduce

the repayment of Term Loans that would otherwise be required by Section 2.09(c) ),

(c) increases in Working Capital for such period,

(d) cash payments by Holdings and the Restricted Subsidiaries during such period in

respect of the permanent reduction of long-term liabilities of Holdings and the Restricted Subsidiaries

(other than Indebtedness) to the extent such payments are not expensed during such period and are not

deducted in calculating Consolidated Net Income (excluding any such amounts that reduce the repayment

of Term Loans that would otherwise be required by Section 2.09(c) ),

(e) cash payments by Holdings and the Restricted Subsidiaries during such period in

respect of residual income liabilities of Holdings and the Restricted Subsidiaries to the extent such

30

payments are not expensed during such period and are not deducted in calculating Consolidated Net

Income,

(f) the aggregate amount of any premium, make-whole or penalty payments actually

paid in cash by Holdings and the Restricted Subsidiaries during such period that are made in connection

with any prepayment, early extinguishment or conversion of Indebtedness to the extent such payments are

not expensed during such period and are not deducted in calculating Consolidated Net Income,

(g) the amount of cash taxes (including penalties and interest) paid or tax reserves set

aside or payable (without duplication) in such period to the extent they exceed the amount of tax expense

deducted in determining Consolidated Net Income for such period,

(h) cash expenditures in respect of Hedge Agreements entered into in the ordinary

course of business during such fiscal year to the extent not deducted in arriving at such Consolidated Net

Income,

(i) cash proceeds of any Asset Sale or Recovery Event to the extent constituting

Consolidated Net Income and to the extent the Borrower is in compliance with the applicable mandatory

prepayment requirements set forth in Section 2.09 ,

(j) the aggregate amount of any non-cash gain recognized as a result of any Asset

Sale or Recovery Event (other than any Asset Sale in the ordinary course of business) that resulted in an

increase to Consolidated Net Income (up to the amount of such increase), and cash indemnity payments

received pursuant to indemnification provisions in any acquisition or any other Investment permitted

under this Agreement, in each case that resulted in an increase to Consolidated Net Income (up to the

amount of such increase),

(k) the aggregate amount of fees, costs and expenses in connection with any, and any

payments of, Transaction expenses, to the extent paid in cash, not expensed and not deducted in

calculating Consolidated Net Income, and

(l) to the extent not already deducted in calculating Consolidated Net Income,

losses, charges and expenses related to internal software development that are expenses but could have

been capitalized under alternative accounting policies in accordance with GAAP.

“ Excess Cash Flow Calculation Date ” shall have the meaning assigned to such term in

Section 2.09(c) .

“ Excess Cash Flow Period ” shall mean each fiscal year of the Borrower, commencing

with the fiscal year of the Borrower ending on September 30, 2025.

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

“ Excluded Assets ” shall have the meaning assigned to it in the Collateral Agreement.

“ Excluded Equity Interests ” shall have the meaning assigned to it in the Collateral

Agreement.

“ Excluded Incremental Increase ” means any:

31

(a) Incremental Increases incurred in reliance on the Ratio Amount,

(b) Incremental Increases incurred in connection with an Investment permitted pursuant

to Section 6.04 (other than intercompany Investments or Permitted Investments) or a Permitted Business

Acquisition,

(c) Incremental Increases in an aggregate principal amount not to exceed the greater of

(A) 50% of Closing Date EBITDA and (B) 50% of Consolidated EBITDA, determined for the most

recent Test Period,

(d) Incremental Increases with a scheduled maturity date more than eight years after the

Closing Date,

(e) Incremental Term Loans that are not a syndicated “term loan b” facility or

(f) Incremental Increases that are not denominated in Dollars.

“ Excluded Indebtedness ” shall mean all Indebtedness not incurred in violation of

Section 6.01 (other than Credit Agreement Refinancing Indebtedness).

“ Excluded Subsidiary ” means:

(a) any Subsidiary that is not a Wholly-Owned Subsidiary of the Borrower or a

Guarantor,

(b) any CFC,

(c) any FSHCO,

(d) any Subsidiary that is a direct or indirect Subsidiary of any Foreign Subsidiary

that is a CFC,

(e) any Subsidiary that is prohibited or restricted by applicable law from providing a

Guaranty or by a binding contractual obligation existing on the Closing Date or at the time of the

acquisition of such Subsidiary (and not incurred in contemplation of such acquisition) from providing a

Guaranty (provided that such contractual obligation is not entered into by the Borrower or its Restricted

Subsidiaries principally for the purpose of qualifying as an “Excluded Subsidiary” under this definition)

or if such Guaranty would require governmental (including regulatory) or third party (other than

Holdings, the Borrower or a Restricted Subsidiary) consent, approval, license or authorization, unless

such consent, approval, license or authorization has been obtained,

(f) any special purpose securitization vehicle or securitization subsidiary (or similar

entity),

(g) any Subsidiary that is a not-for-profit organization,

(h) any Captive Insurance Subsidiary,

(i) any other Subsidiary with respect to which, as reasonably determined by the

Borrower in good faith and in consultation with the Administrative Agent, the cost or other consequences

32

(including any material adverse Tax consequences) of providing the Guaranty shall be excessive in view

of the benefits to be obtained by the Lenders therefrom,

(j) any other Subsidiary to the extent the provision of a guaranty by such Subsidiary

would result in material adverse tax consequences to Holdings (or any Parent Entity to the extent such

material adverse tax consequences are related to its ownership of the Equity Interests in Holdings or the

Borrower and its Restricted Subsidiaries), the Borrower or any of the Restricted Subsidiaries as

reasonably determined by the Borrower in good faith in consultation with the Administrative Agent;

(k) any Unrestricted Subsidiary, and

(l) any Immaterial Subsidiary;

provided that the Borrower, in its sole discretion (or in the case of any Foreign Subsidiary, with the

consent of the Administrative Agent not to be unreasonably withheld), may cause any Restricted

Subsidiary that qualifies as an Excluded Subsidiary under clauses (a) through (l) above to become a

Guarantor in accordance with the definition thereof (subject to completion of any requested “know your

customer” and similar requirements of the Administrative Agent) and thereafter such Subsidiary shall not

constitute an “Excluded Subsidiary” (unless and until the Borrower elects, in its sole discretion, to

designate such persons as an Excluded Subsidiary).

“ 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 is not permitted 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 (determined after giving effect to

Section 2.09 of the Collateral Agreement and any other “keepwell, support or other agreement” for the

benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap Obligations by other Loan

Parties) at the time the Guarantee of such Guarantor or the grant of such security interest becomes

effective with respect to such Swap Obligation.  If a Swap Obligation arises under a master agreement

governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation

that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“ Excluded Taxes ” shall mean, with respect to any Recipient of any payment to be made

by or on account of any obligation of any Loan Party hereunder,

(a) income taxes imposed on or measured by its net income (however denominated),

franchise taxes or branch profits taxes, in each case, (i) imposed as a result of such Recipient being

organized under the laws of, or having its principal office or, in the case of any Lender, its applicable

lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii)

that are Other Connection Taxes,

(b) in the case of a Lender making a Loan to the Borrower, any withholding tax

(including any backup withholding tax) imposed by the United States that is in effect and would apply to

amounts payable hereunder to such Lender at the time such Lender (i) acquires its interest in the Loans or

Commitments (other than pursuant to Section 2.17 ) or (ii) designates a new lending office, except in each

case to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a

33

new lending office (or assignment), to receive additional amounts from a Loan Party with respect to any

withholding tax pursuant to Section 2.15(a) or Section 2.15(c) ,

(c) Taxes attributable to such Xxxxxx’s failure to comply with Section 2.15(e) and

(d) any U.S. federal withholding Taxes imposed under FATCA.

“ Executive Order ” shall mean the Executive Order No. 13224 on Terrorist Financing

effective September 24, 2001.

“ Existing Facilities ” shall mean that certain Term Loan Credit Agreement, dated as of

April 28, 2022, among CPG International LLC, as the borrower, The AZEK Company Inc., as holdings,

the lenders party thereto and Bank of America, N.A., as administrative agent (as amended, amended and

restated, supplemented or modified from time to time) and that certain Amended and Restated Credit

Agreement, dated as of March 9, 2017, among CPG International LLC, as borrower, The AZEK

Company Inc., as holdings, the lenders party thereto, Deutsche Bank AG New York Branch, as

administrative agent, and the other parties thereto (as amended, amended and restated, supplemented or

modified from time to time).

“ Extended Revolving Commitment ” shall have the meaning assigned to such term in

Section 2.21(a) .

“ Extended Revolving Loan ” shall have the meaning assigned to such term in Section

2.21(a) .

“ Extended Term Loans ” shall have the meaning assigned to such term in Section

2.21(a) .

“ Extending Revolving Lender ” shall have the meaning assigned to such term in Section

2.21(a) .

“ Extended Term Loan Installment Date ” shall have the meaning assigned to such term

in Section 2.07(a)(ii) .

“ Extending Term Lender ” shall have the meaning assigned to such term in Section

2.21(a) .

“ Extension ” shall have the meaning assigned to such term in Section 2.21(a) .

“ Extension Amendment ” shall have the meaning assigned to such term in Section

2.21(c) .

“ Extension Offer ” shall have the meaning assigned to such term in Section 2.21(a) .

“ 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 and 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.

34

“ Federal Funds Rate ” shall mean, for any period, a fluctuating interest rate per annum

equal to, for each day during such period, the weighted average of the rates on overnight federal funds

transactions with members of the Federal Reserve System, as published on the next succeeding Business

Day by the New York Federal Reserve Bank, 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 (3) federal funds brokers of recognized standing selected by it (and, if

any such rate is below zero, then the rate determined shall be deemed to be zero for purposes of this

Agreement).

“ Fee Letters ” shall mean the Xxxxx Fargo Fee Letter and the JPMorgan Fee Letter.

“ Fees ” shall mean all fees payable pursuant to Section 2.10 .

“ Finance Lease Obligations ” shall mean, with respect to any person, the obligations of

such person to pay rent or other amounts under any lease of (or other similar arrangement conveying the

right to use) real or personal property, or a combination thereof, which obligations are, in conformity with

GAAP, accounted for as a finance lease (rather than an operating lease) on the balance sheet of that

person.  and, for purposes hereof, the amount of such obligations at any time shall be the capitalized

amount thereof at such time determined in accordance with GAAP.

“ Financial Covenants ” shall mean the financial covenants in Section 6.10 .

“ Financial Officer ” shall mean, with respect to any person, the chief financial officer,

principal accounting officer, director of financial services, treasurer, assistant treasurer or controller or

similar officer of such person.

“ First Lien Debt ” shall mean, as of any date of determination, the aggregate principal

amount of Consolidated Total Debt outstanding on such date under this Agreement or that is secured by a

Lien on the Collateral that is pari passu or senior with the Lien on the Collateral securing the Obligations.

“ First Lien Intercreditor Agreement ” shall mean a “ pari passu ” intercreditor

agreement between or among the Administrative Agent and one or more Senior Representatives for

holders of Pari Passu Lien Debt or Permitted Pari Passu Secured Refinancing Debt reasonably

satisfactory to the Administrative Agent and the Borrower, in each case as amended, restated, amended

and restated, modified or supplemented from time to time in accordance with the terms hereof and

thereof. Upon the request of the Borrower, the Administrative Agent will execute and deliver a First Lien

Intercreditor Agreement with one or more Senior Representative for Pari Passu Lien Debt permitted

hereunder.

“ First Lien Net Leverage Ratio ” shall mean, as at any date of determination, the ratio of

First Lien Debt (net of Unrestricted Cash and cash equivalents of Holdings and the Restricted

Subsidiaries) as at such date to Consolidated EBITDA, determined for the most recent Test Period.  For

the avoidance of doubt, (i) debt incurred with respect to any Incremental Equivalent Debt (or any

Permitted Refinancing Indebtedness in respect of the foregoing) shall, in each case, be treated as First

Lien Debt for purposes of the calculation of the First Lien Net Leverage Ratio governing the incurrence

of debt under the Incremental Facilities or Incremental Equivalent Debt even if incurred as unsecured or

xxxxxx secured debt and (ii) for purposes of determining pro forma compliance with the First Lien Net

Leverage Ratio in connection with the incurrence of Indebtedness (including any Incremental Facility),

the cash proceeds to be received in connection with such incurrence shall not be included in the

calculation of Unrestricted Cash and cash equivalents of Holdings and the Restricted Subsidiaries.

35

“ Fitch ” means Fitch Ratings, Inc., or any successor entity thereto.

“ Fixed Incremental Amount ” means, as of the date of measurement, the sum of:

(a) the greater of (i) 100% of Closing Date EBITDA and (ii) 100% of Consolidated

EBITDA determined for the most recent Test Period, plus

(b) the aggregate principal amount of any voluntary prepayments, redemptions and

repurchases (including those made through (i) debt buybacks (whether or not offered to all lenders) and in

the case of below-par repurchases in an amount equal to the discounted amount actually paid in cash in

respect of such below-par repurchase and (ii) amounts paid pursuant to “yank-a-bank” provisions with

credit given to the amount actually paid in cash, if acquired below par) of the Term Loans or of other

indebtedness (other than the Revolving Facility in effect on the Closing Date) secured on a pari passu

basis with the Term Loans (which, if constituting revolving indebtedness, is accompanied by a permanent

reduction of commitments), in each case except to the extent such prepayments were funded with the

proceeds of long-term indebtedness of a Loan Party; plus

(c) the principal amount of any permanent reduction in the aggregate commitments

under the Revolving Facility as in effect on the Closing Date (the amount in this clause (c) being solely

the difference between (A) the aggregate commitments under the Revolving Facility as in effect on the

Closing Date and (B) the aggregate commitments under the Revolving Facility after giving effect to such

reduction); plus

(d) the aggregate principal amount of Indebtedness permitted to be incurred under

Section 6.01(l) ; minus

(e) without duplication of any amounts incurred in reliance on this definition, the

sum of:

(i) the aggregate amount of any Incremental Term Loans, Incremental

Revolving Facility Commitments or Incremental Equivalent Debt incurred and then outstanding

in reliance on the Fixed Incremental Amount, plus

(ii) the aggregate principal amount of Indebtedness incurred and then

outstanding under Section 6.01(l) .

“ Floor ” shall mean a rate of interest equal to (x) in the case of Term Loans, 0.50% and

(y) in the case of Revolving Facilities, 0.00%.

“ Foreign Benefit Event ” shall mean, with respect to any Foreign Benefit Plan, (a) the

existence of unfunded liabilities in excess of the amount permitted under any applicable law, or in excess

of the amount that would be permitted absent a waiver from a Governmental Authority, (b) the failure to

make the required contributions or payments under any applicable law on or before the due date for such

contributions or payments, (c) the receipt of a notice by a Governmental Authority relating to the

intention to terminate any such Foreign Benefit Plan, which termination would reasonably be expected to

give rise to liability for the Borrower or any of the other Restricted Subsidiaries or to appoint a trustee or

similar official to administer any such Foreign Benefit Plan, or alleging insolvency or any such Foreign

Benefit Plan, (d) the incurrence of any liability under applicable law on account of the complete or partial

termination of such Foreign Benefit Plan or the complete or partial withdrawal of any participating

employer therein, (e) the occurrence of any transaction that is prohibited under any applicable law and

36

could reasonably be expected to result in the incurrence of any liability by the Borrower or any of the

other Restricted Subsidiaries, or (f) the imposition on the Borrower or any of the other Restricted

Subsidiaries of any fine, excise tax or penalty resulting from any noncompliance with any applicable law,

in each case, that would result in a Material Adverse Effect.

“ Foreign Benefit Plan ” shall mean any benefit plan (other than a Plan or a

Multiemployer Plan) that is not governed by the laws of the United States and that, under applicable law,

is required to be funded through a trust or other funding vehicle maintained exclusively by a

Governmental Authority.

“ Foreign Lender ” shall mean any Lender that is organized under the laws of a

jurisdiction other than the United States of America.  For purposes of this definition, the United States of

America, each state thereof and the District of Columbia shall be deemed to constitute a single

jurisdiction.

“ Foreign Subsidiary ” shall mean any Subsidiary that is not organized under the laws of

the United States or any state thereof or the District of Columbia.

“ Fronting Exposure ” shall mean, at any time there is a Defaulting Lender, (a) with

respect to the Issuing Banks, such Defaulting Lender’s Revolving Facility Percentage of the outstanding

Revolving L/C Exposure, other than Revolving L/C Exposure as to which such Defaulting Lender’s

participation obligation has been reallocated to other Lenders or cash collateralized in accordance with the

terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’s Revolving Facility

Percentage of Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s

participation obligation has been reallocated to other Lenders in accordance with the terms hereof.

“ FSHCO ” means any direct or indirect Subsidiary of Holdings (other than the Borrower)

that has no material assets other than Equity Interests (or Equity Interests and Indebtedness) in one or

more CFCs or other FSHCOs.

“ GAAP ” shall mean generally accepted accounting principles in effect from time to time

in the United States, applied on a consistent basis, subject to the provisions of Section 1.03 ; provided that

any reference to the application of GAAP in Section 3.13(b) , Section 5.03 , Section 5.07 and Section

6.02(e) to a Foreign Subsidiary (and not as a consolidated Subsidiary of the Borrower) shall mean

generally accepted accounting principles in effect from time to time in the jurisdiction of organization of

such Foreign Subsidiary.

“ General Asset Sale Basket ” shall have the meaning assigned to such term in Section

6.05(n) .

“ Governing Person(s) ” shall mean: (a) in the case of any corporation, the board of

directors of such corporation; (b) in the case of any limited liability company, (i) if such limited liability

company is a member-managed limited liability company, the member(s) of such limited liability

company or (ii) if such limited liability company is not a member-managed limited liability company, the

board of directors, board of managers or manager of such limited liability company; (c) in the case of any

partnership, the general partner of such partnership; and (d) in case of any other entity, the functional

equivalent of the foregoing as it relates to that entity.

“ Governmental Approval ” shall mean any action, consent or approval of, registration or

filing with or any other action by any Governmental Authority or third party that is or will be required in

37

connection with the Transactions, the perfection or maintenance of the Liens created under the Security

Documents or the exercise by the Administrative Agent or any Lender of its rights or remedies under the

Loan Documents or in respect of the Collateral.

“ Governmental Authority ” shall mean any federal, state, local or foreign court or

governmental agency, authority, instrumentality or regulatory or legislative body with competent

jurisdiction over a person.

“ Guarantee ” of or by any person (the “ guarantor ”) shall mean

(a) any obligation, contingent or otherwise, of the guarantor guaranteeing or having

the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by

another person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any

obligation of the guarantor, direct or indirect,

(i) to purchase or pay (or advance or supply funds for the purchase or

payment of) such Indebtedness or other obligation (whether arising by virtue of partnership

arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to take

or pay or otherwise) or to purchase (or to advance or supply funds for the purchase of) any

security for the payment of such Indebtedness or other obligations,

(ii) to maintain working capital, equity capital or any other financial

statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay

such Indebtedness or other obligation,

(iii) entered into for the purpose of assuring in any other manner the holders

of such Indebtedness or other obligation of the payment thereof or to protect such holders against

loss in respect thereof (in whole or in part) or

(iv) as an account party in respect of any letter of credit, bank guarantee or

other letter of credit guarantee issued to support such Indebtedness or other obligation, or

(b) any Lien on any assets of the guarantor securing any Indebtedness (or any

existing right, contingent or otherwise, of the holder of Indebtedness to be secured by such a Lien) of any

other person, whether or not such Indebtedness or other obligation is assumed by the guarantor;

provided , however , that the term “Guarantee” shall not include endorsements of instruments for deposit

or collection in the ordinary course of business or customary and reasonable indemnity obligations in

effect on the Closing Date or entered into in connection with any acquisition or disposition of assets

permitted by this Agreement (other than such obligations with respect to Indebtedness).  The amount of

any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the

Indebtedness in respect of which such Guarantee is made or, if not stated or determinable, the maximum

reasonably anticipated liability in respect thereof (assuming such person is required to perform

thereunder) as determined by such person in good faith.

“ Guarantors ” shall mean Holdings, the Borrower, each Restricted Subsidiary of the

Borrower listed on Schedule 1.01 and each other Restricted Subsidiary of the Borrower that is a party to

the Collateral Agreement after the Closing Date.

38

“ Guaranty ” means (a) the guaranty pursuant to the Collateral Agreement made by

Guarantors from time to time party thereto in favor of the Administrative Agent on behalf of the Secured

Parties and (b) each other guaranty and supplement to the Collateral Agreement delivered in accordance

with the Collateral and Guarantee Requirements.

“ Hazardous Materials ” shall mean all pollutants, contaminants, wastes, chemicals,

materials, substances and constituents, including explosive or radioactive substances or petroleum or

petroleum byproducts or distillates, friable asbestos or friable asbestos containing materials,

polychlorinated biphenyls or radon gas, in each case, that are regulated or would give rise to liability

under any Environmental Law.

“ Hedge Agreement ” shall mean any agreement with respect to any swap, 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, in each case, not entered into for speculative purposes; provided that

no phantom stock or similar plan providing for payments only on account of services provided by current

or former directors, officers, employees or consultants of Holdings or any of its Subsidiaries shall be a

Hedge Agreement.

“ Historical Annual Financial Statements ” shall mean the audited consolidated balance

sheets and related statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal

years ended September 30, 2022 and September 30, 2023 and, to the extent such consolidated balance

sheets and related statements of income and cash flows include the financial results of any person who is

not a Restricted Subsidiary, supplements showing consolidating information for the Borrower and its

Restricted Subsidiaries.

“ Historical Interim Financial Statements ” shall mean unaudited interim consolidated

balance sheets and related statements of income and cash flows of the Borrower and its Subsidiaries for

the fiscal quarter ended June 30, 2024 and the comparative period in the preceding fiscal year (without

footnote disclosure) and, to the extent such unaudited interim consolidated balance sheets and related

statements of income and cash flows include the financial results of any person who is not a Restricted

Subsidiary, supplements showing consolidating information for the Borrower and its Restricted

Subsidiaries.

“ Holdings ” shall have the meaning assigned to such term in the introductory paragraphs

hereof.

“ Immaterial Subsidiary ” shall mean any Subsidiary that did not

(a) as of the last day of the fiscal year of Holdings most recently ended, have assets

with a value in excess of 5.0% of the Consolidated Total Assets or revenues representing in excess of

5.0% of total revenues of Holdings and the Restricted Subsidiaries on a consolidated basis as of such date,

and

(b) when taken together with all Immaterial Subsidiaries as of the last day of the

fiscal year of Holdings most recently ended, have assets with a value in excess of 10.0% of Consolidated

Total Assets or revenues representing in excess of 10.0% of total revenues of Holdings and the Restricted

Subsidiaries as of such date;

39

provided that Holdings shall only be required to make such determination at the time it delivers Annual

Financial Statements corresponding to such fiscal year pursuant to Section 5.04(a) .  Holdings will

designate in writing to the Administrative Agent the Subsidiaries that will cease to be treated as

“Immaterial Subsidiaries” promptly after making any determination in order to comply with the foregoing

limitation.

“ Incremental Equivalent Debt ” shall mean Indebtedness subject to the terms set forth in

Section 2.19(f) that is not incurred or issued under this Agreement.

“ Incremental Facility ” shall mean an Incremental Term Facility or an Incremental

Revolving Facility.

“ Incremental Facility Amendment ” shall have the meaning assigned to such term in

Section 2.19(b) .

“ Incremental Loan ” shall mean an Incremental Term Loan or an Incremental Revolving

Loan.

“ Incremental Revolving Facility ” shall have the meaning assigned to such term in

Section 2.19(a) .

“ Incremental Revolving Facility Commitment ” shall have the meaning assigned to

such term in Section 2.19(a).

“ Incremental Revolving Lender ” shall have the meaning assigned to such term in

Section 2.19(b) .

“ Incremental Revolving Loans ” shall have the meaning assigned to such term in

Section 2.19(a) .

“ Incremental Term Facility ” shall have the meaning assigned to such term in Section

2.19(a) .

“ Incremental Term Loans ” shall have the meaning assigned to such term in Section

2.19(a) .

“ Indebtedness ” shall mean, with respect to any person, without duplication, (a) all

obligations of such person for borrowed money, (b) all obligations of such person evidenced by bonds,

debentures, notes or similar instruments, (c) all obligations of such person under conditional sale or title

retention agreements relating to property or assets purchased by such person, (d) all obligations of such

person issued or assumed as the deferred purchase price of property or services, to the extent the same

would be required to be shown as a long-term liability on a balance sheet prepared in accordance with

GAAP, (e) all Finance Lease Obligations of such person, (f) all net payments that such person would have

to make in the event of an early termination, on the date Indebtedness of such person is being determined,

in respect of outstanding Hedge Agreements (which, for purposes of this definition, will include any

agreement that would be a Hedge Agreement had it not been entered into for speculative purposes), (g)

the principal component of all obligations, contingent or otherwise, of such person as an account party in

respect of letters of credit and bank guarantees, (h) the principal component of all obligations of such

person in respect of bankers’ acceptances, (i) all Guarantees by such person of Indebtedness described in

clauses (a) through (h) above and (j) the amount of all obligations of such person with respect to the

40

redemption, repayment or other repurchase of any Disqualified Stock or preferred stock issued by a

Restricted Subsidiary (excluding accrued dividends that have not increased the liquidation preference of

such Disqualified Stock); provided that Indebtedness shall not include (i) trade payables, accrued

expenses and intercompany liabilities arising in the ordinary course of business, (ii) prepaid or deferred

revenue arising in the ordinary course of business, (iii) purchase price holdbacks arising in the ordinary

course of business in respect of a portion of the purchase prices of an asset to satisfy unperformed

obligations of the seller of such asset or (iv) earn-out obligations until such obligations become a liability

on the balance sheet of such person in accordance with GAAP.  The Indebtedness of any person shall

include the Indebtedness of any partnership in which such person is a general partner, other than to the

extent that the instrument or agreement evidencing such Indebtedness expressly limits the liability of such

person in respect thereof.

“ Indemnified Taxes ” shall mean (a) all Taxes other than Excluded Taxes imposed on or

with respect to any payment made by or on account of any obligation of any Loan Party under any Loan

Document and (b) to the extent not otherwise described in clause (a) , Other Taxes.

“ Indemnitee ” shall have the meaning assigned to such term in Section 9.05(b) .

“ Information ” shall have the meaning assigned to such term in Section 3.14(a) .

“ Initial Revolving Facility ” means the Initial Revolving Facility Commitments and the

extensions of credit made thereunder.

“ Initial Revolving Facility Commitment ” has the meaning assigned to such term in the

definition of “Revolving Facility Commitment”.

“ Initial Revolving Facility Lender ” shall mean any Lender that holds an Initial

Revolving Facility Commitment or makes an Initial Revolving Loan to the Borrower pursuant to

Section 2.01(a) .

“ Initial Revolving Loan ” shall mean a Revolving Facility Loan made (i) pursuant to the

Revolving Facility Commitments in effect on the Closing Date (as the same may be amended from time

to time in accordance with this Agreement) or (ii) pursuant to any Incremental Revolving Facility

Commitment made on the same terms as (and forming a single Class with) the Revolving Facility

Commitments referred to in clause (i)  of this definition.

“ Initial Term Facility Commitment ” has the meaning assigned to such term in the

definition of “Term Facility Commitment”.

“ Inside Maturity Exception ” means Indebtedness consisting of any combination of

Incremental Term Facilities, Incremental Equivalent Debt, Permitted Ratio Debt or Indebtedness incurred

(and, for the avoidance of doubt, not assumed) pursuant to Section 6.01(i) and any Permitted Refinancing

Indebtedness in connection with the foregoing that is designated by the Borrower as being incurred

pursuant to this provision; provided that such Indebtedness either (a) is, when taken together with all

other Indebtedness incurred in reliance on this clause (a), in an original principal amount not to exceed the

greater of (i) 100% of Closing Date EBITDA and (ii) 100% of Consolidated EBITDA determined for the

most recent Test Period, or (b) constitutes a bridge financing, an escrow or other similar arrangement, the

terms of which provide for automatic extension of the maturity date thereof, subject to customary

conditions, to a date that is not earlier than the Latest Maturity Date.

41

“ Insufficiency ” with respect to any Plan, the amount, if any, of its unfunded benefit

liabilities, as defined in Section 4001(a)(18) of ERISA.

“ Intellectual Property Rights ” shall have the meaning assigned to such term in Section

3.23 .

“ Interest Coverage Ratio ” shall mean, as at any date of determination, the ratio of

(i) Consolidated EBITDA of Holdings and the Restricted Subsidiaries for the most recent Test Period to

(ii) consolidated interest charges paid or payable currently in cash in respect of such period, but in any

event to (A) exclude (w) fees and expenses (other than interest expense paid or payable in cash)

associated with the Transactions and any annual agency fees, (x) costs associated with obtaining, or

breakage costs in respect of, obligations under Hedge Agreements, (y) fees and expenses (other than

interest expense paid or payable in cash) associated with any Asset Sales, acquisitions, Investments,

equity issuances or debt issuances (in each case, whether or not consummated) and (z) amortization of

deferred financing costs with respect to the Term Facility and with respect to other Indebtedness

permitted to be incurred hereunder and (B) be net of interest income and gains from hedging obligations.

“ Interest Election Request ” shall mean a request by the Borrower to convert or continue

a Borrowing in accordance with Section 2.05 .

“ Interest Payment Date ” shall mean, (a) with respect to any Term SOFR Loan, the last day of the

Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a SOFR

Borrowing with an Interest Period of more than three (3) months’ duration, each day that would have

been an Interest Payment Date had successive Interest Periods of three (3) months’ duration been

applicable to such Borrowing and, in addition, the date of any refinancing or conversion of such

Borrowing with or to a Borrowing of a different Type and (b) with respect to any ABR Loan, the last

Business Day of each March, June, September and December.

“ Interest Period ” means as to each Term SOFR Loan, the period commencing on the

date such Term SOFR Loan is disbursed or converted to or continued as a Term SOFR Loan and ending

on the date one (1), three (3) or six (6) months thereafter, as selected by the Borrower in its committed

loan notice, or such other period that is twelve months or less requested by the Borrower (by 11:00 a.m.

(New York City time) four (4) Business Days prior to the commencement of such period) and consented

to by the Administrative Agent and each applicable Lender (in the case of each requested Interest Period,

subject to availability); provided that:

(i) any Interest Period that would otherwise end on a day that is not a Business Day

shall be extended to the next succeeding Business Day unless, in the case of a Term SOFR Loan, such

Business Day falls in another calendar month, in which case such Interest Period shall end on the next

preceding Business Day;

(ii) any Interest Period pertaining to a Term SOFR Loan that begins on the last

Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the

calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar

month at the end of such Interest Period; and

(iii) no Interest Period shall extend beyond the Maturity Date.

“ Investment ” shall mean, as to any person, any direct or indirect acquisition or

investment by such person, by means of:

42

(a) the purchase or other acquisition (including by merger or otherwise) of Equity

Interests or debt or other securities of another person;

(b) a loan, advance or capital contribution to, Guarantee or assumption of

Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in,

another person, including any partnership or joint venture interest in such other person;

(c) the purchase or other acquisition (in one transaction or a series of transactions,

including by merger or otherwise) of all or substantially all of the property and assets or business of

another person or assets constituting a business unit, line of business or division of another person; or

(d) a Letter of Credit issued for the account of an Unrestricted Subsidiary;

provided that the following shall not constitute an Investment: (i) intercompany advances between and

among the Borrower and its Restricted Subsidiaries relating to their cash management, tax and accounting

operations in the ordinary course of business and (ii) intercompany loans, advances or Indebtedness

between and among the Borrower and its Restricted Subsidiaries having a term not exceeding three

hundred and sixty-four (364) days and made in the ordinary course of business.

“ IRS ” means the United States Internal Revenue Service.

“ Issuing Bank ” shall mean, as the context may require, (i) JPMorgan Chase Bank, N.A.

and Xxxxx Fargo Bank, National Association and (ii) each other Issuing Bank designated pursuant to

Section 2.22(l) , in each case in its capacity as an issuer of Letters of Credit hereunder, and its permitted

successors in such capacity.  An Issuing Bank may, in its discretion, arrange for one or more Letters of

Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall

include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“ Issuing Bank Fees ” shall have the meaning assigned to such term in Section 2.10(c) .

“ JPMorgan Fee Letter ” shall mean the JPMorgan Fee Letter, dated August 12, 2024, by

and among The AZEK Group LLC and JPMorgan Chase Bank, N.A.

“ Junior Financing ” shall have the meaning assigned to such term in Section 6.09(b)(i) .

“ Junior Lien Debt ” shall mean any Indebtedness that is secured by a Lien on all or any

portion of the Collateral that has a priority that is contractually junior to the Lien on such Collateral that

secures the Obligations.

“ Junior Lien Intercreditor Agreement ” shall mean a “junior lien” intercreditor

agreement between or among the Administrative Agent and one or more Senior Representatives for

holders of Junior Lien Debt or Permitted Junior Secured Refinancing Debt reasonably satisfactory to the

Administrative Agent, in each case as amended, restated, amended and restated, modified or

supplemented from time to time in accordance with the terms hereof and thereof.  Upon the request of the

Borrower, the Administrative Agent will execute and deliver a Junior Lien Intercreditor Agreement with

one ore more Senior Representatives for Junior Lien Debt or Permitted Junior Secured Refinancing Debt

permitted hereunder.

43

“ Latest Maturity Date ” shall mean, at any date of determination, the later of (x) the

latest Revolving Facility Maturity Date and (y) the latest Term Facility Maturity Date, in each case then

in effect on such date.

“ L/C Disbursement ” shall mean a payment or disbursement made by an Issuing Bank

pursuant to a Letter of Credit.

“ L/C Participation Fee ” shall have the meaning assigned to such term in

Section 2.10(c) .

“ LCE Election ” shall have the meaning assigned to such term in Section 1.09 .

“ LCE Test Date ” shall have the meaning assigned to such term in Section 1.09 .

“ Lead Arranger ” shall mean each of the Bookrunners and Lead Arrangers identified on

the cover page of this Agreement.

“ Lender ” shall mean each financial institution listed on Schedule 2.01 (other than any

such person that has ceased to be a party hereto pursuant to an Assignment and Acceptance in accordance

with Section 9.04 ), as well as any person that becomes a Lender hereunder pursuant to Section 9.04 and

any Additional Lender. Unless the context clearly indicates otherwise, the term “Lenders” shall include

the Swingline Lender.

“ Lender Default ” shall mean (a) the refusal (which may be given verbally or in writing

and has not been retracted) or failure of a Lender to make available its portion of any Borrowing, to

acquire participations in a Swingline Loan pursuant to Section 2.23 or to fund its portion of any

unreimbursed payment under Section 2.22(e) , which refusal or failure is not cured within two (2)

Business Days after the date of such refusal or failure, unless such Xxxxxx notifies the Administrative

Agent and the Borrower in writing that such failure is the result of such Xxxxxx’s good faith determination

that one or more conditions precedent to funding has not been satisfied, (b) the failure of a Lender to pay

over to the Administrative Agent, any Issuing Bank or any other Lender any amount (other than any

amount referred to in clause (a)) required to be paid by it under this Agreement within two (2) Business

Days of the date such amount is due, (c) any Lender having notified the Borrower or the Administrative

Agent in writing that it does not intend to comply with its obligations under Section 2.04 , Section 2.22 or

Section 2.23 , or any Lender having made a public statement that it does not intend to comply with

Section 2.04 , Section 2.22 or Section 2.23 or its funding obligations generally under other agreements

pursuant to which it has committed to extend credit, unless such public statement indicates that such

position is based on such Xxxxxx’s good faith determination that a condition precedent to funding cannot

be satisfied, (d) the failure of any Lender within three (3) Business Days after request by the

Administrative Agent in writing to confirm that it will comply with its obligations under Section 2.04 ,

Section 2.22 or Section 2.23 , as applicable, (e) any Lender becoming insolvent or subject to a Lender

Related Distress Event or (f) any Lender, or the direct or indirect parent company of any Lender,

becoming the subject of a Bail-In Action; provided that a Lender shall cease to be a Defaulting Lender

pursuant to clause (d) hereof upon receipt of written confirmation by the Administrative Agent and the

Borrower that such Lender will comply with its obligations under Section 2.04 , Section 2.22 or Section

2.23 , as applicable.

“ Lender-Related Distress Event ” shall mean, with respect to any Lender or any person

that directly or indirectly Controls such Lender (each, a “ Distressed Person ”), as the case may be, a

voluntary or involuntary case with respect to such Distressed Person under Title 11 of the United States

44

Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy,

insolvency, receivership or similar law, or a custodian, conservator, receiver or similar official being

appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or such

Distressed Person or any person that directly or indirectly controls such Distressed Person being subject

to a forced liquidation, or such Distressed Person making a general assignment for the benefit of creditors

or being otherwise adjudicated as, or determined by any Governmental Authority having regulatory

authority over such Distressed Person or its assets to be, insolvent or bankrupt; provided that a Lender-

Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or

acquisition of any Equity Interests in any Lender or any person that directly or indirectly controls such

Lender by a Governmental Authority.

“ lending office ” shall mean, as to any Lender, the applicable branch, office or Affiliate of

such Lender designated by such Lender to make Term Loans.

“ Letter of Credit ” shall have the meaning assigned to such term in Section 2.22(a) .

“ Letter of Credit Commitment ” shall mean, with respect to each Issuing Bank, the

commitment of such Issuing Bank to issue Letters of Credit pursuant to Section 2.22 .

“ Letter of Credit Individual Sublimit ” shall mean, with respect to any Issuing Bank,

the amount set forth opposite such Issuing Bank’s name on Schedule 2.01 hereto or such other amount as

specified in the agreement pursuant to which such person becomes an Issuing Bank hereunder or, in each

case, such larger amount not to exceed the Letter of Credit Sublimit as the Administrative Agent and the

applicable Issuing Bank may agree .

“ Letter of Credit Sublimit ” shall mean the aggregate Letter of Credit Commitments of

the Issuing Banks, in an aggregate amount not to exceed $50.0 million, as such amount may be reduced

pursuant to Section 2.07 .  The Letter of Credit Sublimit is part of, and not in addition to, the Revolving

Facility.

“ Lien ” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien,

hypothecation, pledge, charge, security interest or similar encumbrance in or on such asset or (b) the

interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention

agreement (or any financing lease having substantially the same economic effect as any of the foregoing)

relating to such asset; provided that in no event shall an operating lease or an agreement to sell be

deemed to constitute a Lien.

“ Limited Condition Acquisition ” shall mean any acquisition (including by means of a

merger, amalgamation or consolidation) of, or Investment by one or more of the Borrower and its

Restricted Subsidiaries (other than intercompany Investments) in, any assets, business or person the

consummation of which is not conditioned on the availability of, or on obtaining, financing.

“ Limited Condition Event ” shall mean any (a) Limited Condition Acquisition or

(b) redemption or repayment of Indebtedness requiring irrevocable advance notice or any irrevocable

offer to purchase Indebtedness that is not subject to obtaining financing.

“ Loan ” shall mean the Term Loans, the Revolving Facility Loans and the Swingline

Loans.

45

“ Loan Documents ” shall mean this Agreement, the Security Documents, any First Lien

Intercreditor Agreement, any Junior Lien Intercreditor Agreement, any Note, any Letter of Credit and,

solely for the purposes of Section 3.01 , Section 3.02 , and Section 7.01 hereof, the Fee Letters and any

other document that is designated a “Loan Document” by the Borrower and the Administrative Agent, as

each such document may be amended, restated, supplemented, replaced, refinanced or otherwise modified

from time to time in accordance with the requirements thereof and of this Agreement.

“ Loan Parties ” shall mean Holdings, the Borrower and the other Subsidiary Loan

Parties.

“ Margin Stock ” shall have the meaning assigned to such term in Regulation U.

“ Market Disruption Event ” shall have the meaning assigned to such term in Section

2.12(b) .

“ Material Acquisition ” shall mean any Permitted Business Acquisition with Acquisition

Consideration of at least $100.0 million.

“ Material Acquisition Period ” shall mean any period from and after the occurrence of a

Material Acquisition to and including the last day of the fourth full fiscal quarter following the fiscal

quarter in which such Material Acquisition occurred.

“ Material Adverse Effect ” shall mean a material adverse effect on (i) the business,

financial condition or results of operations, in each case, of Holdings and its Restricted Subsidiaries, taken

as a whole, (ii) the ability of the Borrower and the Guarantors (taken as a whole) to perform their payment

obligations under the Loan Documents or (iii) the legality, validity or enforceability of the Loan

Documents or the rights and remedies of the Administrative Agent and the Lenders, taken as a whole,

under the Loan Documents.

“ Material Indebtedness ” shall mean Indebtedness (other than the Loans) of Holdings or

any Subsidiary Loan Party in an aggregate principal amount exceeding the greater of (i) $47.0 million and

(ii) 2.0% of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately prior to

the date of determination for which financial statements are available.

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

Subsidiaries.

“ Maturity Date ” shall mean, as the context may require, any Term Facility Maturity

Date or Revolving Facility Maturity Date.

“ Maximum Rate ” shall have the meaning assigned to such term in Section 9.09 .

“ Minimum Extension Condition ” shall have the meaning assigned to such term in

Section 2.21(b) .

“ Minimum L/C Collateral Amount ” shall mean, at any time, in connection with any

Letter of Credit, (i) with respect to Cash Collateral consisting of cash or deposit account balances, an

amount equal to 102% of the Revolving L/C Exposure with respect to such Letter of Credit at such time

and (ii) otherwise, an amount sufficient to provide credit support with respect to such Revolving L/C

Exposure as determined by the Administrative Agent and the Issuing Banks in their sole discretion.

46

“ MNPI ” shall mean any material nonpublic Information regarding the Borrower and the

Subsidiaries that has not been disclosed to the Lenders generally (other than Lenders who elect not to

receive such information).  For purposes of this definition “material nonpublic information” shall mean

nonpublic information that would reasonably be expected to be material to a decision by any Lender to

assign or acquire any Loans or Commitments or to enter into any of the transactions contemplated

thereby.

“ Xxxxx’x ” shall mean Xxxxx’x Investors Service, Inc.

“ Multiemployer Plan ” shall mean a multiemployer plan as defined in Section 4001(a)(3)

of ERISA to which the Borrower or any other Restricted Subsidiary or any ERISA Affiliate (other than

one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) is making

or accruing an obligation to make contributions, or has within any of the preceding six plan years made or

accrued an obligation to make contributions.

“ Net Cash Proceeds ” shall mean,

(a) 100% of the cash proceeds actually received by Holdings or any of the Restricted

Subsidiaries (including any cash payments 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

actually received) in respect of any Asset Sale or Recovery Event, net of

(i) attorney, accountants, auditor, printer, SEC filing, brokerage, consultant,

investment banking, advisory, placement, arranger or underwriting fees and expenses and any

other customary fees and expenses actually incurred in connection therewith,

(ii) search and recording charges,

(iii) required debt payments and required payments of other obligations in

respect of Indebtedness secured by a Lien permitted hereunder on any asset that is the subject of

such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document or a

Lien which is expressly pari passu (in which case the pro rata portion (determined based on the

then outstanding principal amount of the Term Loans that would otherwise be required to be

prepaid with such Net Cash Proceeds and the aggregate amount of such principal) of such Net

Cash Proceeds applied in respect of any such payments secured by such Lien shall not constitute

Net Cash Proceeds for purposes hereof) or subordinate to the Liens pursuant to the Loan

Documents),

(iv) Taxes (and the amount of any distributions made pursuant to Section

6.06 to permit the Borrower or any Parent Entity to pay such Taxes), including sales, transfer,

deed or mortgage recording taxes, paid or payable as a result thereof, and any other payment

required by applicable law as a result of such Asset Sale,

(v) any payment amounts required to be paid by law, rule or regulation upon

receipt to a third party as a result of such Asset Sale or Recovery Event (including to labor unions

and environmental trusts) and

(vi) any reserve established in accordance with GAAP ( provided that such

reserved amounts shall be Net Cash Proceeds to the extent and at the time of any reversal

47

(without the satisfaction of any applicable liabilities in cash in a corresponding amount)), in each

case, as determined reasonably and in good faith by a Responsible Officer of the Borrower;

provided that, with respect to any Asset Sale or Recovery Event, (A) no proceeds realized in a single

transaction or series of related transactions shall constitute Net Cash Proceeds unless such proceeds shall

exceed $10.0 million, and (B) no proceeds shall constitute Net Cash Proceeds in any fiscal year until the

aggregate amount of all such proceeds in such fiscal year shall exceed $20.0 million (the proceeds

described in clauses (A) and (B) , “ Below Threshold Asset Sale Proceeds ”) and

(b) 100% of the cash proceeds from the incurrence, issuance or sale by the Borrower

or any other Restricted Subsidiary of any Indebtedness (other than Excluded Indebtedness), net of all

taxes and fees (including attorney, accountants, auditor, printer, SEC filing, brokerage, consultant,

investment banking, advisory, placement, arranger or underwriting fees and expenses and any other

customary fees and expenses actually incurred in connection therewith).

For purposes of calculating the amount of any Net Cash Proceeds, fees, commissions and

other costs and expenses payable to Holdings or any Affiliate of Holdings shall be disregarded.

“ Net Income ” shall mean, with respect to any person, the net income (loss) of such

person, determined in accordance with GAAP and before any reduction in respect of preferred stock

dividends.

“ Net Short Lender ” means at any date of determination, each Lender that has a Net

Short Position as of such date; provided that Unrestricted Lenders shall not be Net Short Lenders.

“ Net Short Position ” means, with respect to a Lender (other than an Unrestricted

Xxxxxx), as of a date of determination, the net positive position, if any, held by such Lender that is

remaining after deducting any long position that the Lender holds (i.e., a position (whether as an investor,

lender or holder of Loans, debt obligations and/or Derivative Instruments) where the Lender is exposed to

the credit risk of Deliverable Obligations of the Loan Parties) from any short positions (i.e., a position as

described above, but where the Lender is instead protected from the credit risk described above).

For purposes of determining whether a Lender (other than an Unrestricted Lender) has a

Net Short Position on any date of determination:

(i) Derivative Instruments shall be counted at the notional amount (in Dollars) of

such Derivative Instrument; provided that, subject to clause (v) below, the notional amount of Derivative

Instruments referencing an index that includes any of the Loan Parties or any bond or loan obligation

issued or guaranteed by any Loan Party shall be determined in proportionate amount and by reference to

the percentage weighting of the component which references any Loan Party or any bond or loan

obligation issued or guaranteed by any Loan Party that would be a “Deliverable Obligation” or an

“Obligation” (as defined in the ISDA CDS Definitions) of the Loan Parties;

(ii) notional amounts of Derivative Instruments in other currencies shall be converted

to the Dollar equivalent thereof by such Lender in accordance with the terms of such Derivative

Instruments, as applicable; provided that if not otherwise provided in such Derivative Instrument, such

conversion shall be made in a commercially reasonable manner consistent with generally accepted

financial practices and based on the prevailing conversion rate determined (on a mid-market basis) by

such Xxxxxx, acting in a commercially reasonable manner, on the date of determination;

48

(iii) Derivative Instruments that are documented using either the 2014 ISDA Credit

Derivatives Definitions or the 2003 ISDA Credit Derivatives Definitions (or any successor definitions

thereof, collectively, the “ISDA CDS Definitions”) shall be deemed to create a short position with respect

to the Loans if such Lender is a protection buyer or the equivalent thereof for such Derivative Instrument

and (A) the Loans are a “Reference Obligation” under the terms of such derivative transaction (whether

specified by name in the related documentation, included as a “Standard Reference Obligation” on the

most recent list published by IHS Markit Ltd, if “Standard Reference Obligation” is specified as

applicable in the relevant documentation or in any other manner) or (B) the Loans would be a

“Deliverable Obligation” or an “Obligation” (as defined in the ISDA CDS Definitions) of the Loan

Parties under the terms of such derivative transaction;

(iv) credit derivative transactions or other Derivative Instruments not documented

using the ISDA CDS Definitions shall be counted for purposes of the Net Short Position determination if,

with respect to the Loans, such transactions are functionally equivalent to a transaction that offers such

Lender protection in respect of the Loans; and

(v) Derivative Instruments in respect of an index that includes any of the Loan

Parties or any instrument issued or guaranteed by any of the Loan Parties shall not be deemed to create a

short position, so long as (A) such index is not created, designed, administered or requested by such

Lender and (B) the Loan Parties, and any “Deliverable Obligation” (as defined in the ISDA CDS

Definitions) of the Loan Parties, collectively, shall represent less than 5.0% of the components of such

index.

Notwithstanding the foregoing, in no event shall market making activities be counted for

purposes of determining if any Lender has a Net Short Position.

“ Net Short Representation ” means, with respect to any Lender (other than an

Unrestricted Lender) at any time, a representation and warranty (including any deemed representation and

warranty, as the case may be) from such Lender to the Borrower that it is not (x) a Net Short Lender at

such time or (y) knowingly and intentionally acting in concert with any of its Affiliates for the express

purpose of creating (and in fact creating) the same economic effect with respect to the Loan Parties as

though such Lender were a Net Short Lender at such time.

“ New York Courts ” shall have the meaning assigned to such term in Section 9.15(a) .

“ New York Federal Reserve Bank ” shall mean the Federal Reserve Bank of New York.

“ No MNPI Representation ” shall mean, with respect to any person, a representation that

such person is not in possession of any MNPI.

“ Non-Consenting Lender ” shall have the meaning assigned to such term in Section

2.17(c) .

“ Not Otherwise Applied ” shall mean, with respect to any capital contribution or the

proceeds from the sale or issuance of Equity Interests that is proposed to be applied to a particular use or

transaction, that such amount was not previously applied or is not simultaneously being applied, to any

other use, payment or transaction other than such particular use, payment or transaction.  “ Otherwise

Applied ” shall have the corresponding meaning.

“ Note ” shall have the meaning assigned to such term in Section 2.06(e) .

49

“ Obligations ” shall mean

(a) all amounts owing to the Administrative Agent or any Lender pursuant to the

terms of this Agreement or any other Loan Document, including all interest and expenses accrued or

accruing (or that would, absent the commencement of an insolvency or liquidation proceeding, accrue)

after the commencement by or against any Loan Party of any proceeding under Title 11 of the United

States Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy,

insolvency, receivership or similar law naming such Loan Party as the debtor in such proceeding, in

accordance with and at the rate specified in this Agreement, whether or not the claim for such interest or

expense is allowed or allowable as a claim in such proceeding,

(b) all amounts owing to any Qualified Counterparty under any Specified Hedge

Agreement and

(c) any Cash Management Obligations;

provided that (i) the Obligations of the Loan Parties under any Specified Hedge Agreement and Cash

Management Obligations shall be secured and guaranteed pursuant to the Security Documents only to the

extent that, and for so long as, the other Obligations are so secured and guaranteed and (ii) any release of

Collateral or Guarantors effected in the manner permitted by this Agreement or any Security Document

shall not require the consent of any Cash Management Bank or Qualified Counterparty pursuant to any

Loan Document; provided , further , that for purposes of determining any Obligations of a Loan Party,

“Obligations” shall not create any Guarantee by a Guarantor of any Excluded Swap Obligation of such

Guarantor.

“ OFAC ” shall have the meaning assigned to such term in the definition of “ Sanctioned

Person ”.

“ Other Applicable Indebtedness ” shall have the meaning assigned to such term in

Section 2.09(a)(i) .

“ Other Connection Taxes ” shall mean, with respect to any Recipient, Taxes imposed as

a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax

(other than connections arising from such Recipient having executed, delivered, become a party to,

performed its obligations under, received payments under, received or perfected a security interest under,

engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an

interest in any Loan or Loan Document).

“ Other Revolving Facility Commitments ” shall mean, individually or collectively as

the context may require, (a) Extended Revolving Commitments to make Extended Revolving Loans and

(b) Replacement Revolving Commitments.

“ Other Revolving Loans ” shall mean, collectively (a) Extended Revolving Loans and

(b) Replacement Revolving Loans.

“ Other Taxes ” shall mean any and all present or future stamp, court or documentary

taxes or any other excise, transfer, sales, property, intangible, recording, filing or similar Taxes that arise

from any payment made under, from the execution, delivery, performance, enforcement or registration of,

from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan

50

Document, except any such Taxes that are Other Connection Taxes imposed with respect to an

assignment (other than an assignment made pursuant to Section 2.17 ).

“ Other Term Loan Installment Date ” shall have the meaning assigned to such term in

Section 2.07(a)(ii) .

“ Other Term Loans ” shall have the meaning assigned to such term in Section 2.20 .

“ Parent Entity ” shall mean any direct or indirect parent of the Borrower, including

Holdings.

“ Pari Passu Lien Debt ” means any Indebtedness that is secured by Liens on all or any

portion of the Collateral that is pari passu in priority with the Liens on Collateral that secure the

Obligations.  For the avoidance of doubt, “Pari Passu Lien Debt” includes the Closing Date Term Loans,

the Revolving Facility Loans and any other Indebtedness hereunder.

“ Participant ” shall have the meaning assigned to such term in Section 9.04(d) .

“ Participant Register ” shall have the meaning assigned to such term in Section 9.04(d) .

“ Payment Office ” shall mean the office of the Administrative Agent located at 1525

West XX Xxxxxx Blvd. 1B1 Charlotte, NC 28262 MAC D110-019, or such other office as the

Administrative Agent may designate to the Borrower and the Lenders from time to time.

“ PBGC ” shall mean the Pension Benefit Guaranty Corporation referred to and defined in

XXXXX, or any successor thereto.

“ Periodic Term SOFR Determination Day ” have the meaning assigned to such term in

the definition of “Term SOFR”.

“ Permitted Amendment ” shall mean any Incremental Facility Amendment, Refinancing

Amendment or Extension Amendment.

“ Permitted Business Acquisition ” shall mean (i) any acquisition of Equity Interests of a

person that becomes a Restricted Subsidiary or (ii) any acquisition (including through a merger,

consolidation or amalgamation) of a division or line of business or all or substantially all of the assets of a

person by the Borrower or a Restricted Subsidiary (or any subsequent investment made in a person,

division or line of business previously acquired in a Permitted Business Acquisition by the Borrower or a

Restricted Subsidiary), if immediately after giving effect thereto, any assets acquired shall be utilized in,

and if the acquisition involves a merger, consolidation or stock acquisition, the person that is the subject

of such acquisition shall be engaged in, a business otherwise permitted to be engaged in by the Borrower

under this Agreement; provided that Permitted Business Acquisitions of non-Loan Party Restricted

Subsidiaries or of divisions or lines of business or assets by non-Loan Party Restricted Subsidiaries shall

not exceed, at the time of the making of such Permitted Business Acquisition (and after giving effect

thereto) and together with all other such outstanding Permitted Business Acquisitions, the greater of (x)

$351.0 million and (y) 15.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately

prior to the date of such Permitted Business Acquisition for which financial statements are available.

“ Permitted Indebtedness ” shall mean all Indebtedness not incurred in violation of

Section 6.01 .

51

“ Permitted Investments ” shall mean:

(a) Dollars, Canadian dollars, pounds sterling, euros or, in the case of any Foreign

Subsidiary, such local currencies held by it from time to time in the ordinary course of business and not

for speculation;

(b) direct obligations of the United States of America or any member of the

European Union or any agency thereof or obligations guaranteed by the United States of America or any

member of the European Union or any agency thereof, in each case, with maturities not exceeding two (2)

years;

(c) time deposits, eurodollar time deposits, certificates of deposit and money market

deposits, in each case, with maturities not exceeding one (1) year from the date of acquisition thereof, and

overnight bank deposits, in each case, with any commercial bank having capital, surplus and undivided

profits of not less than $250.0 million and whose long term debt, or whose parent holding company’s long

term debt, is rated at least “A-2” by Moody’s or at least “A” by S&P (or reasonably equivalent ratings of

another internationally recognized rating agency);

(d) repurchase obligations for underlying securities of the types described in clauses

(b) and (c) above entered into with a bank meeting the qualifications described in clause (c) above;

(e) commercial paper maturing not more than one (1) year after the date of

acquisition issued by a corporation (other than an Affiliate of the Borrower) organized and in existence

under the laws of the United States of America or any foreign country recognized by the United States of

America with a rating, at the time any investment therein is made, of at least “P-1” by Moody’s or at least

“A-1” by S&P (or reasonably equivalent ratings of another internationally recognized rating agency);

(f) securities with maturities of two (2) years or less from the date of acquisition

issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by

any political subdivision or taxing authority thereof, having one of the two highest rating categories

obtainable from either Xxxxx’x or S&P (or reasonably equivalent ratings of another internationally

recognized rating agency);

(g) Indebtedness issued by persons with a rating of at least “A-2” by Xxxxx’x or “A”

by S&P (or reasonably equivalent ratings of another internationally recognized rating agency), in each

case, with maturities not exceeding one (1) year from the date of acquisition;

(h) shares of or interests in mutual funds substantially all of the assets of which

comprise investments satisfying any of the provisions of clauses (a) through (g) above;

(i) money market funds that (i) comply with the criteria set forth in Rule 2a-7 under

the Investment Company Act of 1940, (ii) are rated “Aaa” by Xxxxx’x and “AAA” by S&P (or

reasonably equivalent ratings of another internationally recognized rating agency) and (iii) have portfolio

assets of at least $250.0 million; and

(j) instruments equivalent to those referred to in clauses (a) through (i) above

denominated in any foreign currency comparable in credit quality and tenor to those referred to above and

commonly used by corporations for cash management purposes in any jurisdiction outside the United

States to the extent reasonably required in connection with any business conducted by any Subsidiary

organized in such jurisdiction.

52

“ Permitted Junior Secured Refinancing Debt ” shall mean Junior Lien Debt; provided

that (i) such Indebtedness is not secured by any property or assets of any person other than the Collateral,

(ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness, (iii) the security

agreements relating to such Indebtedness are substantially similar to or the same as the Security

Documents (as reasonably determined by the Borrower); and (iv) a Senior Representative acting on behalf

of the holders of such Indebtedness shall have become party to or otherwise subject to the provisions of a

Junior Lien Intercreditor Agreement; provided that if such Indebtedness is the initial Permitted Junior

Secured Refinancing Debt incurred by the Borrower, then the Administrative Agent and the Senior

Representative for such Indebtedness shall have executed and delivered a Junior Lien Intercreditor

Agreement.  Permitted Junior Secured Refinancing Debt will include any Registered Equivalent Notes

issued in exchange therefor.

“ Permitted Liens ” shall have the meaning assigned to such term in Section 6.02 .

“ Permitted Pari Passu Secured Refinancing Debt ” shall mean any Pari Passu Lien

Debt incurred by the Borrower in the form of one or more series of senior secured notes or loans;

provided that

(i) such Indebtedness is not secured by any property or assets of any person other

than the Collateral,

(ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness,

(iii) the security agreements relating to such Indebtedness are substantially similar to

or the same as the Security Documents (as reasonably determined by the Borrower) and

(iv) a Senior Representative acting on behalf of the holders of such Indebtedness shall

have become party to or otherwise subject to the provisions of a First Lien Intercreditor Agreement;

provided that if such Indebtedness is the initial Permitted Pari Passu Secured Refinancing Debt incurred

by the Borrower, then the Administrative Agent and the Senior Representative for such Indebtedness shall

have executed and delivered a First Lien Intercreditor Agreement.

Permitted Pari Passu Secured Refinancing Debt will include any Registered Equivalent Notes issued in

exchange therefor.

“ Permitted Ratio Debt ” means Indebtedness; provided that,

(a) at the time of incurrence thereof immediately after giving effect to the issuance,

incurrence, or assumption of such Indebtedness:

(i) in the case of any Pari Passu Lien Debt, the First Lien Net Leverage

Ratio is equal to or less than (A) 4.00 to 1.00 or (B) if incurred in connection with a Permitted

Business Acquisition or similar Investment, the First Lien Net Leverage Ratio immediately prior

to such incurrence;

(ii) in the case of any Junior Lien Debt, the Senior Secured Net Leverage

Ratio is equal to or less than (A) 4.25 to 1.00 or (B) if incurred in connection with a Permitted

Business Acquisition or similar Investment, the Senior Secured Net Leverage Ratio immediately

prior to such incurrence, or

53

(iii) in the case of any Indebtedness that is not secured by a Lien on any

Collateral or is unsecured, either:

(A) the Total Net Leverage Ratio is equal to or less than (A) 4.25 to

1.00 or (B) if incurred in connection with a Permitted Business Acquisition or similar

Investment, the Total Net Leverage Ratio immediately prior to such incurrence, or

(B) the Interest Coverage Ratio is equal to or greater than (A) 2.00 to

1.00 or (B) if incurred in connection with a Permitted Business Acquisition or similar

Investment, the Interest Coverage Ratio immediately prior to such incurrence;

in each case, after giving Pro Forma Effect to the incurrence of such Indebtedness and the use of proceeds

thereof and measured as of and for the most recent Test Period immediately preceding the issuance,

incurrence or assumption of such Indebtedness provided that, that the principal amount of Indebtedness

incurred under clause (a)(iii) above by Restricted Subsidiaries that are not or do not become Loan Parties

shall not exceed the Shared Non-Guarantor Cap then available;

(b) if such Indebtedness is Pari Passu Lien Debt or Junior Lien Debt, a Senior

Representative acting on behalf of the holders of such Permitted Ratio Debt has become party to, or is

otherwise subject to the provisions of,

(i) if such Permitted Ratio Debt is Pari Passu Lien Debt, a First Lien

Intercreditor Agreement (and, if any Junior Lien Intercreditor Agreement is then in effect, such

Junior Lien Intercreditor Agreement) and

(ii) if such Permitted Ratio Debt is Junior Lien Debt, a Junior Lien

Intercreditor Agreement;

(c) the final maturity date of such Permitted Ratio Debt shall be no earlier than the

then Latest Maturity Date;

(d) the Weighted Average Life to Maturity of any Permitted Ratio Debt shall be no

shorter than the Weighted Average Life to Maturity of any Class of Term Loans hereunder in effect at the

time such Permitted Ratio Debt is issued;

(e) if any such Permitted Ratio Debt is incurred by a Loan Party, such Permitted

Ratio Debt may not be guaranteed by any person other than the Loan Parties; and

(f) if such Permitted Ratio Debt is secured by any of the Collateral, such Permitted

Ratio Debt shall not be secured by any assets or property that does not constitute Collateral.

Permitted Ratio Debt will be deemed to include any Registered Equivalent Notes issued

in exchange therefor.

“ Permitted Refinancing Indebtedness ” shall mean any Indebtedness issued in exchange

for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund

(collectively, to “ Refinance ” or a “ Refinancing ” or “ Refinanced ”) the Indebtedness being Refinanced

(or previous refinancings thereof constituting Permitted Refinancing Indebtedness); provided that

54

(a) the principal amount (or accreted value, if applicable) of such Permitted

Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the

Indebtedness so Refinanced plus the amount of unpaid accrued or capitalized interest and premiums

thereon (including tender premiums), underwriting discounts, original issue discount, defeasance costs,

fees (including upfront fees), commissions and expenses, and if the Indebtedness being Refinanced

includes revolving commitments, the then undrawn portion thereof,

(b) except with respect to Section 6.01(j) , the Weighted Average Life to Maturity of

such Permitted Refinancing Indebtedness is greater than or equal to the shorter of (i) the Weighted

Average Life to Maturity of the Indebtedness being Refinanced and (ii) the Weighted Average Life to

Maturity that would result if all payments of principal on the Indebtedness being Refinanced that were

due on or after the date that is one (1) year following the Latest Maturity Date were instead due on the

date that is one (1) year following the Latest Maturity Date; provided that no Permitted Refinancing

Indebtedness incurred in reliance on this subclause (ii) shall have any scheduled principal payments due

prior to the Latest Maturity Date in excess of, or prior to, the scheduled principal payments due prior to

such Latest Maturity Date for the Indebtedness being Refinanced; provided , further , that this

requirement shall not apply to Permitted Refinancing Indebtedness in the form of one (1)-year bridge

loans that are automatically convertible or exchangeable without conditions into other instruments

meeting the requirements set forth in this definition (but for the avoidance of doubt, this requirement shall

apply to any loans, securities or other debt into which such bridge loans are exchanged or that otherwise

replace such bridge loans),

(c) if the Indebtedness being Refinanced is subordinated in right of payment to the

Obligations under this Agreement, such Permitted Refinancing Indebtedness shall be subordinated in

right of payment to such Obligations on terms at least as favorable to the Lenders as those contained in

the documentation governing the Indebtedness being Refinanced and

(d) no Permitted Refinancing Indebtedness shall have different obligors, or greater

guarantees or security, than the Indebtedness being Refinanced;

provided , further , that

(i) with respect to a Refinancing of any Indebtedness permitted hereunder that is

subordinated, such Permitted Refinancing Indebtedness shall (A) be subordinated to the guarantee by

Holdings and the Subsidiary Loan Parties of the Obligations and (B) be otherwise on terms not materially

less favorable to the Lenders than those contained in the documentation governing the Indebtedness being

Refinanced and

(ii) Permitted Refinancing Indebtedness that Refinances any Indebtedness (or

previous Refinancing thereof constituting Permitted Refinancing Indebtedness) that was incurred pursuant

to a Fixed Basket (and not reclassified to a Ratio Basket prior to such Refinancing) shall be deemed a

utilization of such Fixed Basket in an amount equal to such amount so Refinanced;

provided , further , that Indebtedness constituting Permitted Refinancing Indebtedness shall not cease to

constitute Permitted Refinancing Indebtedness as a result of the subsequent extension of the Latest

Maturity Date.

“ Permitted Unsecured Refinancing Debt ” shall mean any unsecured Indebtedness

incurred by the Borrower in the form of one or more series of unsecured notes or loans; provided that (i)

such Indebtedness is not secured by any property or assets of the Borrower or any other Restricted

55

Subsidiary and (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness.  Permitted

Unsecured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“ person ” shall mean any natural person, corporation, business trust, joint venture,

association, company, partnership, limited liability company, government, individual or family trust,

Governmental Authority or other entity of whatever nature.

“ Plan ” shall mean any “employee pension benefit plan” as defined in Section 3(2) of

ERISA (other than a Multiemployer Plan) that is (a) subject to the provisions of Title IV of ERISA or

Section 412 of the Code or Section 302 of ERISA and (b) either (i) sponsored or maintained (at the time

of determination or at any time within the five (5) years prior thereto) by Holdings or any of its Restricted

Subsidiaries or any ERISA Affiliate or (ii) in respect of which Holdings or any of its Restricted

Subsidiaries or any ERISA Affiliate is (or, if such plan were terminated, 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 assigned to such term in Section 9.17(a) .

“ Pledged Collateral ” shall have the meaning assigned to such term in the Collateral

Agreement.

“ Prepayment Premium ” shall have the meaning assigned to such term in Section

2.08(b) .

“ Prime Rate ” shall mean, at any time, the rate of interest per annum publicly announced

from time to time by the Administrative Agent as its prime rate.  Each change in the Prime Rate shall be

effective as of the opening of business on the day such change in such prime rate occurs.  The parties

hereto acknowledge that the rate announced publicly by the Administrative Agent as its prime rate is an

index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other

banks.

“ Pro Forma Basis ” and “ Pro Forma Effect ” shall mean, with respect to compliance

with any test or covenant or calculation hereunder, the determination or calculation of such test, covenant

or ratio (including in connection with Specified Transactions) in accordance with Section 1.09 .

“ Protected Person ” shall have the meaning assigned to such term in Section 9.05(e) .

“ Public Company Costs ” means costs relating to, or in anticipation of or preparation for,

compliance with the Xxxxxxxx-Xxxxx Act of 2002 (or similar regulations in other jurisdictions), as

amended, and other expenses arising out of or incidental to Holdings’ status (or any Parent Entity’s status

that only owns, directly or indirectly, Holdings and its Subsidiaries) as a reporting company, including

costs, fees and expenses (including legal, accounting and other professional fees) relating to compliance

with provisions of the Securities Act and the Exchange Act (or similar regulations in other jurisdictions),

the rules of securities exchange companies with listed equity securities, directors’ compensation, fees and

expense reimbursement, shareholder meetings and reports to shareholders, investor relations, directors’

and officers’ insurance and other executive costs, legal and other professional fees, and listing fees.

“ Public Lender ” shall have the meaning assigned to such term in Section 9.17(b) .

“ Purchasing Borrower Party ” shall mean Holdings or any Restricted Subsidiary that

becomes an Assignee pursuant to Section 9.04 .

56

“ Qualified Counterparty ” shall mean any counterparty to (a) any Specified Hedge

Agreement that, at the time such Specified Hedge Agreement was entered into or, if entered into prior to

the Closing Date, on the Closing Date, was the Administrative Agent, a Lead Arranger, a Lender or an

Affiliate of the foregoing, whether or not such person subsequently ceases to be the Administrative

Agent, a Lead Arranger, a Lender or an Affiliate of the foregoing or (b) Barclays Bank plc, with respect

to any transactions entered into pursuant to the ISDA Master Agreement, dated as of November 1, 2022,

between Barclays Bank plc and the Borrower.

“ Qualified Equity Interests ” shall mean any Equity Interests other than Disqualified

Stock.

“ Qualified Holding Company Debt ” shall mean unsecured Indebtedness of Holdings

that

(a) does not benefit from any Guarantee of any Subsidiary,

(b) will not mature prior to the date that is six (6) months after the Latest Maturity

Date in effect on the date of issuance or incurrence thereof,

(c) has no scheduled amortization or scheduled payments of principal and is not

subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (it being understood

that such Indebtedness may have mandatory prepayment, repurchase or redemption provisions satisfying

the requirements of clause (e) below),

(d) does not require any payments in cash of interest or other amounts in respect of

the principal thereof prior to the date that is six (6) months after the Latest Maturity Date in effect on the

date of such issuance or incurrence and

(e) that has mandatory prepayment, repurchase or redemption, covenant, default and

remedy provisions that are no more restrictive (taken as a whole) to Holdings than those set forth in this

Agreement or that are customary for senior discount notes of an issuer that is the parent of a borrower

under senior secured credit facilities;

provided , that any such Indebtedness shall constitute Qualified Holding Company Debt only if

immediately after giving effect to the issuance or incurrence thereof and the use of proceeds thereof, no

Event of Default shall have occurred and be continuing.

“ Quarterly Financial Statements ” shall have the meaning assigned to such term in

Section 5.04(b) .

“ Ratio Amount ” means an aggregate principal amount of Indebtedness of the types

described in clauses (a), (b) and (c) below that, after giving Pro Forma Effect to the incurrence thereof in

accordance with Section 1.09 (assuming, in the case of (x) any Incremental Revolving Facility, a full

drawing thereof as of the date of effectiveness of the Commitments with respect thereto and (y) any

Incremental Term Facilities with a delayed draw feature, either (as determined by the Borrower) (i) a full

drawing thereof as of the date of receiving commitments in respect thereof or (ii) drawings based on the

date and actual amount of funding thereof), would not result in:

(a) with respect to an Incremental Facility or Incremental Equivalent Debt to be

incurred as Pari Passu Lien Debt, the First Lien Net Leverage Ratio being greater than (i) 4.00 to 1.00 or

57

(ii) if incurred in connection with a Permitted Business Acquisition or similar Investment, the First Lien

Net Leverage Ratio immediately prior to such incurrence;

(b) with respect to any Incremental Equivalent Debt to be incurred as Junior Lien

Debt, the Senior Secured Net Leverage Ratio being greater than (A) 4.25 to 1.00 or (B) if incurred in

connection with a Permitted Business Acquisition or similar Investment, the Senior Secured Net Leverage

Ratio immediately prior to such incurrence; and

(c) with respect to any Incremental Equivalent Debt that is not secured by a Lien on

any Collateral or is unsecured, either:

(i) the Total Net Leverage Ratio being greater than (A) 4.25 to 1.00 or (B) if

incurred in connection with a Permitted Business Acquisition or similar Investment, the Total Net

Leverage Ratio immediately prior to such incurrence; or

(ii) the Interest Coverage Ratio being less than (A) 2.00 to 1.00 or (B) if

incurred in connection with a Permitted Business Acquisition or similar Investment, the Interest

Coverage Ratio immediately prior to such incurrence

in each case, after giving Pro Forma Effect to the incurrence of such Indebtedness and the use of proceeds

thereof and measured as of and for the most recent Test Period immediately preceding the issuance,

incurrence or assumption of such Indebtedness; provided that, the principal amount of Indebtedness

incurred under clause (c) above by Restricted Subsidiaries that are not or do not become Loan Parties

shall not exceed the Shared Non-Guarantor Cap then available.

“ Real Property ” shall mean, collectively, all right, title and interest (including any

leasehold estate) in and to any and all parcels of or interests in real property owned in fee or leased by any

Loan Party, together with, in each case, all easements, hereditaments and appurtenances relating thereto,

and all improvements and appurtenant fixtures incidental to the ownership or lease thereof.

“ Recipient ” shall mean the Administrative Agent, any Lender, and any Issuing Bank, as

applicable.

“ Recovery Event ” shall mean any settlement of, or payment in respect of, any property

or casualty insurance claim or any condemnation proceeding relating to any asset of Holdings or any

Restricted Subsidiary.

“ Refinance ” or a “ Refinancing ” or “ Refinanced ” shall have the meaning assigned to

such term in the definition of the term “ Permitted Refinancing Indebtedness ”.

“ Rescindable Amount ” shall have the meaning assigned to such term in Section 2.16 .

“ Refinanced Debt ” shall have the meaning assigned to such term in the definition of the

term “Credit Agreement Refinancing Indebtedness”.

“ Refinancing Amendment ” shall mean an amendment to this Agreement executed by

each of (a) the Borrower and Holdings, (b) the Administrative Agent and (c) each Lender that agrees to

provide any portion of the Credit Agreement Refinancing Indebtedness being incurred pursuant thereto, in

accordance with Section 2.20 .

58

“ Register ” shall have the meaning assigned to such term in Section 9.04(b)(iv) .

“ 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 of 1933, as amended,

substantially identical notes (having the same guarantees and collateral provisions) issued in a dollar-for-

dollar exchange therefor pursuant to an exchange offer registered with the SEC.

“ Regulated Entity ” means (a) any swap dealer registered with the U.S. Commodity

Futures Trading Commission or security-based swap dealer registered with the U.S. Securities and

Exchange Commission, as applicable; or (b) any commercial bank with a consolidated combined capital

and surplus of at least $5,000,000,000 that is (i) a U.S. depository institution the deposits of which are

insured by the Federal Deposit Insurance Corporation; (ii) a corporation organized under section 25A of

the U.S. Federal Reserve Act of 1913; (iii) a branch, agency or commercial lending company of a foreign

bank operating pursuant to approval by and under the supervision of the Board under 12 C.F.R. part 211;

(iv) a non-U.S. branch of a foreign bank managed and controlled by a U.S. branch referred to in clause

(iii) ; or (v) any other U.S. or non-U.S. depository institution or any branch, agency or similar office

thereof supervised by a bank regulatory authority in any jurisdiction.

“ Regulation U ” shall mean Regulation U of the Board as from time to time in effect and

all official rulings and interpretations thereunder or thereof.

“ Regulation X ” shall mean Regulation X of the Board as from time to time in effect and

all official rulings and interpretations thereunder or thereof.

“ Related Parties ” shall mean, with respect to any specified person, such person’s

Affiliates and the respective directors, trustees, officers, employees, agents and advisors of such person

and such person’s Affiliates.

“ Release ” shall mean any spilling, leaking, seepage, pumping, pouring, emitting,

emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing,

emanating or migrating in, into, upon, onto or through the environment.

“ Relevant Governmental Body ” shall mean the Federal Reserve Bank or the Federal

Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Bank

or the Federal Reserve Bank of New York, or any successor thereto.

“ Remaining Present Value ” shall mean, as of any date with respect to any lease, the

present value as of such date of the scheduled future lease payments with respect to such lease,

determined with a discount rate equal to a market rate of interest for such lease reasonably determined at

the time such lease was entered into.

“ Replacement Revolving Commitments ” shall have the meaning assigned to such term

in Section 2.20 .

“ Replacement Revolving Loans ” means any loan made to the Borrower under a Class

of Replacement Revolving Commitments.

“ Reportable Event ” shall mean any reportable event as defined in Section 4043(c) of

ERISA or the regulations issued thereunder, other than those events as to which the thirty (30)-day notice

period referred to in Section 4043(c) of ERISA has been waived, with respect to a Plan (other than a Plan

59

maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m)

or (o) of Section 414 of the Code).

“ Repricing Transaction ” shall mean, in connection with a transaction the primary

purpose of which is to prepay, refinance, substitute or replace all or any portion of the Term Loans or to

amend the Loan Documents to reduce the yield on all or any portion of the Term Loans, the prepayment,

refinancing, substitution or replacement of all or a portion of the Term Loans with the incurrence of any

long-term debt financing by the Borrower or any of its Restricted Subsidiaries having an “effective yield”

at the time of incurrence thereof (with the comparative determinations to be made by the Administrative

Agent in good faith and in consultation with the Borrower consistent with generally accepted financial

practices, after giving effect to, among other factors, margin, interest rate floors, upfront or similar fees or

original issue discount shared with all providers of such financing, but excluding the effect of any

arrangement, structuring, syndication or other fees payable in connection therewith that are not shared

with all providers of such financing) that is less than the “effective yield” (as determined by the

Administrative Agent on the same basis as provided in the preceding parenthetical) of such Term Loans at

the time of incurrence thereof, including, as may be effected through any amendment to this Agreement

relating to the interest rate for, or weighted average yield of, such Term Loans; provided that a Repricing

Transaction shall not include any event that is consummated in connection with a Change in Control or

Transformative Acquisition.

“ Required Class Lenders ” means (i) with respect to any Term Facility, Lenders holding

more than 50% of the Term Loans under such Term Facility, (ii) with respect to any Revolving Facility,

Lenders holding more than 50% of the drawn or undrawn Revolving Facility Commitments under such

Revolving Facility (or, if the Revolving Facility Commitments of such Class have terminated, the

Revolving Facility Credit Exposure of such Class) and (iii) with respect to the Revolving Facilities, the

Required Revolving Facility Lenders.  The Loans and drawn or undrawn Revolving Facility

Commitments of any Defaulting Lender shall not be included in the calculation of “Required Class

Lenders.”

“ Required Financial Statements ” shall have the meaning assigned to such term in

Section 5.04(b)(i).

“ Required Lenders ” shall mean, at any time, Lenders having outstanding Term Loans

and utilized and unutilized Revolving Facility Commitments (or, if the Revolving Facility Commitments

have terminated, Revolving Facility Credit Exposure) that, taken together, represent more than 50% of the

sum of (i) all Term Loans and (ii) all utilized and unutilized Revolving Facility Commitments (or, if the

Revolving Facility Commitments have terminated, Revolving Facility Credit Exposure) outstanding at

such time; provided that the Term Loans, utilized and unutilized Revolving Facility Commitments and

Revolving Facility Credit Exposure of any Defaulting shall be disregarded in determining Required

Lenders at any time.

“ Required Revolving Facility Lenders ” shall mean, at any time, Revolving Facility

Lenders having outstanding utilized and unutilized Revolving Facility Commitments (or, if the Revolving

Facility Commitments have terminated, Revolving Facility Credit Exposure) that, taken together,

represent more than 50% of all utilized and unutilized Revolving Facility Commitments (or, if the

Revolving Facility Commitments have terminated, Revolving Facility Credit Exposure) outstanding at

such time; provided that the utilized and unutilized Revolving Facility Commitments and Revolving

Facility Credit Exposure of any Defaulting Lender shall be disregarded in determining Required

Revolving Facility Lenders at any time.

60

“ Required Term Lenders ” shall mean, at any time, Term Lenders having outstanding

Term Loans that, taken together, represent more than 50% of all Term Loans outstanding at such time;

provided that the Term Loans of any Defaulting Lender shall be disregarded in determining Required

Term Lenders at any time.

“ Resignation Effective Date ” shall have the meaning assigned to such term in Section

8.09.

“ Resolution Authority ” shall mean an EEA Resolution Authority or, with respect to any

UK Financial Institution, a UK Resolution Authority.

“ Responsible Officer ” shall mean, with respect to any Loan Party, the chief executive

officer, president, vice president, secretary, assistant secretary or any Financial Officer of such Loan Party

or any other individual designated in writing to the Administrative Agent by an existing Responsible

Officer of such Loan Party as an authorized signatory of any certificate or other document to be delivered

xxxxxxxxx and, solely for purposes of notices given pursuant to Article II , any other officer or employee

of the applicable Loan Party so designated by any of the foregoing officers in a notice to the

Administrative Agent or any other officer or employee of the applicable Loan Party designated in or

pursuant to an agreement between the applicable Loan Party and the Administrative Agent.  Any

document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be

conclusively presumed to have been authorized by all necessary corporate, partnership or other action on

the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on

behalf of such Loan Party.

“ Restricted Payments ” shall have the meaning assigned to such term in Section 6.06 .

“ Restricted Subsidiary ” shall mean any Subsidiary of Holdings that is not an

Unrestricted Subsidiary.

“ Revolving Facility ” shall mean the Revolving Facility Commitments of any Class and

the extensions of credit made hereunder by the Revolving Facility Lenders of such Class and, for

purposes of Section 9.08(b) , shall refer to all such Revolving Facility Commitments as a single Class.

“ Revolving Facility Borrowing ” shall mean a Borrowing comprised of Revolving

Facility Loans of the same Class and currency.

“ Revolving Facility Commitment ” shall mean, with respect to each Revolving Facility

Lender, the commitment of such Revolving Facility Lender to make Revolving Facility Loans pursuant to

Section 2.01(a) , expressed as an amount representing the maximum aggregate permitted amount of such

Revolving Facility Xxxxxx’s Revolving Facility Credit Exposure hereunder, as such commitment may be

(a) reduced from time to time pursuant to Section 2.07 , (b) reduced or increased from time to time

pursuant to assignments by or to such Lender under Section 9.04 , and (c) increased, extended or replaced

as provided under Section 2.19 , Section 2.20 or Section 2.21 .  The initial amount of each Lender’s

Revolving Facility Commitment is set forth on Schedule 2.01 , or in the Assignment and Acceptance,

Incremental Facility Amendment, Extension Amendment or Refinancing Amendment pursuant to which

such Lender shall have assumed its Revolving Facility Commitment, as applicable.  The aggregate

amount of the Lenders’ Revolving Facility Commitments on the Closing Date is $375.0 million (the

“ Initial Revolving Facility Commitment ”).  On the Closing Date, there is only one Class of Revolving

Facility Commitments.  After the Closing Date, additional Classes of Revolving Facility Commitments

61

may be added or created pursuant to Extension Amendments, Refinancing Amendments or Incremental

Facility Amendments.

“ Revolving Facility Credit Exposure ” shall mean, at any time with respect to any Class

of Revolving Facility Commitments, the sum of (a) the aggregate principal amount of the Revolving

Facility Loans of such Class outstanding at such time, (b) the Swingline Exposure applicable to such

Class at such time and (c) the Revolving L/C Exposure applicable to such Class at such time. The

Revolving Facility Credit Exposure of any Revolving Facility Lender at any time shall be the product of

(x) such Revolving Facility Lender’s Revolving Facility Percentage of the applicable Class and (y) the

aggregate Revolving Facility Credit Exposure of such Class of all Revolving Facility Lenders,

collectively, at such time.

“ Revolving Facility Lender ” shall mean a Lender (including an Incremental Revolving

Lender, and a Lender providing Extended Revolving Commitments or Replacement Revolving

Commitments) with a Revolving Facility Commitment or with outstanding Revolving Facility Loans.

“ Revolving Facility Loan ” shall mean a Loan made by a Revolving Facility Lender

pursuant to Section 2.01(a) .  Unless the context otherwise requires, the term “Revolving Facility Loans”

shall include Incremental Revolving Loans, Other Revolving Loans and Replacement Revolving Loans.

“ Revolving Facility Maturity Date ” shall mean, as the context may require, (a) with

respect to the Revolving Facility in effect on the Closing Date, September 26, 2029 and (b) with respect

to any other Classes of Revolving Facility Commitments, the maturity dates specified therefor in the

applicable Extension Amendment, Refinancing Amendment or Incremental Facility Amendment.

“ Revolving Facility Percentage ” shall mean, with respect to any Revolving Facility

Lender of any Class, the percentage of the total Revolving Facility Commitments of such Class

represented by such Xxxxxx’s Revolving Facility Commitment of such Class.  If the Revolving Facility

Commitments of such Class have terminated or expired, the Revolving Facility Percentages of such Class

shall be determined based upon the Revolving Facility Commitments of such Class most recently in effect

prior thereto, giving effect to any assignments pursuant to Section 9.04 .

“ Revolving Facility Termination Event ” shall have the meaning assigned to such term

in Section 2.22(k) .

“ Revolving L/C Exposure ” of any Class shall mean at any time the sum of (a) the

aggregate undrawn amount of all Letters of Credit applicable to such Class outstanding at such time and

(b) the aggregate principal amount of all L/C Disbursements applicable to such Class that have not yet

been reimbursed at such time.  The Revolving L/C Exposure of any Revolving Facility Lender at any time

shall mean its applicable Revolving Facility Percentage of the aggregate Revolving L/C Exposure

applicable to the applicable Class at such time.

“ S&P ” shall mean Standard & Poor’s Financial Services LLC or any successor entity

thereto.

“ Sale and Lease-Back Transaction ” shall have the meaning assigned to such term in

Section 6.03 .

“ Sanctioned Country ” means, at any time, a country or territory that is itself the target

of comprehensive Sanctions (as of the date of this Agreement, Cuba, Iran, North Korea, Syria, the Crimea

62

region of Ukraine, the non-government controlled areas of Zaporizhzhia and the non-government

controlled areas of Kherson regions of Ukraine, the so-called Donetsk People’s Republic, and so-called

Luhansk People’s Republic).

“ Sanctioned Person ” means (a) any Person listed in any Sanctions-related list of

designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the

Treasury (“ OFAC ”) or the U.S. Department of State, the United Nations Security Council, the European

Union, any Member State of the European Union, or the United Kingdom; (b) the government of a

Sanctioned Country or the Government of Venezuela; or (c) any Person 50% or more owned or controlled

by any such Person or Persons.

“ Sanctions ” means economic or financial sanctions or trade embargoes imposed,

administered or enforced from time to time by (a) the U.S. government, including those administered by

OFAC or the U.S. Department of State, or (b) the United Nations Security Council, the European Union,

any European Union Member State or His Majesty’s Treasury of the United Kingdom.

“ SEC ” shall mean the Securities and Exchange Commission or any successor thereto.

“ Secured Parties ” shall mean the collective reference to the “Secured Parties” as defined

in the Collateral Agreement.

“ Security Documents ” shall mean the Collateral Agreement and each of the security

agreements and other instruments and documents (other than this Agreement and any Note) executed and

delivered by any Loan Party pursuant to the Collateral Agreement or pursuant to Section 4.01 or Section

5.10 hereof.

“ Senior Representative ” shall mean, with respect to any series of Pari Passu Lien Debt,

Junior Lien Debt, Permitted Pari Passu Secured Refinancing Debt or Permitted Junior Secured

Refinancing Debt, the trustee, administrative agent, collateral agent, 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.

“ Senior Secured Debt ” shall mean, as of any date of determination, the aggregate

principal amount of Consolidated Total Debt outstanding on such date that is secured by a Lien on any

assets of Holdings or any Restricted Subsidiary.

“ Senior Secured Net Leverage Ratio ” shall mean the ratio of Senior Secured Debt (net

of Unrestricted Cash and cash equivalents of Holdings and the Restricted Subsidiaries) to Consolidated

EBITDA, determined for the most recent Test Period.

“ Shared Non-Guarantor Cap ” shall mean, at any time, (a) the greater of (1) $117.0

million and (2) 5.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to

the date such Indebtedness is incurred for which financial statements are available, less (b) the amount of

any Indebtedness then outstanding and incurred in reliance on the Shared Non-Guarantor Cap.

“ SOFR ” shall mean the Secured Overnight Financing Rate as administered by the SOFR

Administrator.

“ SOFR Administrator ” shall mean the Federal Reserve Bank of New York (or a

successor administrator of the secured overnight financing rate).

63

“ SOFR Borrowing ” shall mean a Borrowing comprised of Term SOFR Loans.

“ Specified Event of Default ” shall mean any Event of Default under Section 7.01(b) ,

Section 7.01(c) , Section 7.01(h) or Section 7.01(i) .

“ Specified Hedge Agreement ” shall mean any Hedge Agreement entered into or

assumed between or among the Borrower or any other Restricted Subsidiary and any Qualified

Counterparty and designated by the Qualified Counterparty and the Borrower in writing to the

Administrative Agent as a “Specified Hedge Agreement”. As of the date of this Agreement, Specified

Hedge Agreements include the ISDA Master Agreement, dated as of November 1, 2022, between

Barclays Bank plc and the Borrower.

“ Specified Representations ” shall mean the representations and warranties with respect

to the Borrower and the Subsidiary Loan Parties set forth in Section 3.01 (but solely with respect to

organizational status and organizational power and authority to execute, deliver and perform obligations

under the applicable Loan Documents), Section 3.02 (but solely with respect to clauses (a) and (b)(i)

thereof), Section 3.03 (but solely with respect to the Loan Documents), Section 3.10 (but solely with

respect to clause (b)(ii) thereof), Section 3.11 , Section 3.17 , Section 3.19 and Section 3.22 .

“ Specified Transaction ” shall mean with respect to any period, any of the following

identified by Holdings: (a) any transaction or series of related transactions, including Investments, that

results in a person becoming a Restricted Subsidiary, (b) any designation of a Subsidiary as a Restricted

Subsidiary or an Unrestricted Subsidiary, (c) any Permitted Business Acquisition, (d) any transaction or

series of related transactions, including Asset Sales, that results in a Restricted Subsidiary ceasing to be a

Subsidiary of the Borrower, (e) any acquisition or disposition of assets constituting a business unit, line of

business or division of another person or a facility, (f) any material acquisition or disposition, (g) any

restructuring of the business of the Borrower, whether by merger, consolidation, amalgamation or

otherwise, (h) any incurrence or repayment of Indebtedness (other than Indebtedness incurred or repaid

under any revolving credit facility in the ordinary course of business for working capital purposes), (i)

any Restricted Payment, (j) any Limited Condition Event or (k) any other event, in each case that by the

terms of the Loan Documents requires pro forma compliance with a test or covenant hereunder or

requires such test or covenant to be calculated on a “ Pro Forma Basis.”

“ Standby Letters of Credit ” shall have the meaning assigned to such term in

Section 2.22(a) .

“ Subagent ” shall have the meaning assigned to such term in Section 8.02 .

“ Subsidiary ” shall mean, with respect to any person (herein referred to as the “ parent ”),

any corporation, partnership, limited liability company or other entity of which (a) Equity Interests having

ordinary voting power (other than Equity Interests having such power only by reason of the happening of

a contingency) to elect a majority of the Governing Persons of such corporation, partnership, limited

liability company or other entity are at the time owned by such parent or (b) more than 50.0% of the

Equity Interests are at the time owned by such parent.  Unless the context otherwise requires,

“Subsidiary” shall mean a Subsidiary of Holdings.

“ Subsidiary Loan Parties ” shall mean the Borrower and each Guarantor (other than

Holdings).

64

“ Subsidiary Redesignation ” shall have the meaning assigned to such term in the

definition of “Unrestricted Subsidiary”.

“ Supported QFC ” has the meaning assigned to it in Section 9.24 .

“ Swap Obligation ” means with respect to any Guarantor, any obligation to pay or

perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of

section 1a(47) of the Commodity Exchange Act.

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

“ Swingline Borrowing Request ” shall mean a request by the Borrower substantially in

the form of Exhibit H or such other form as shall be approved by the Swingline Lender.

“ Swingline Commitment ” shall mean the commitment of the Swingline Lender to make

Swingline Loans pursuant to Section 2.23 .  The aggregate amount of the Swingline Commitments is

$35.0 million.  The Swingline Commitment is part of, and not in addition to, the Revolving Facility

Commitments.

“ Swingline Exposure ” shall mean at any time the aggregate principal amount of all

outstanding Swingline Borrowings at such time.  The Swingline Exposure of any Revolving Facility

Lender at any time shall be its applicable Revolving Facility Percentage of the aggregate Swingline

Exposure at such time.

“ Swingline Lender ” shall mean Xxxxx Fargo Bank, National Association, in its capacity

as a lender of Swingline Loans hereunder and its permitted successors and assigns or another Lender

acceptable to the Borrower and the Administrative Agent.  The Swingline Lender may, in its discretion,

arrange for one or more Swingline Loans to be made by Affiliates of the Swingline Lender, in which case

the term “Swingline Lender” shall include any such Affiliate with respect to Swingline Loans made by

such Affiliate.

“ Swingline Loans ” shall mean the swingline loans made to the Borrower pursuant to

Section 2.23 . All Swingline Loans shall be denominated in Dollars.

“ Syndication Agent ” shall mean the Syndication Agent identified on the cover page of

this Agreement.

“ Taxes ” shall mean any and all present or future taxes, levies, imposts, duties,

deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by

any Governmental Authority and any and all interest and additions to tax or penalties related thereto.

“ Term Facility ” shall mean the Term Facility Commitments of any Class utilized in

making Term Loans hereunder and the Term Loans made thereunder.  Following the establishment of any

Incremental Term Loans, Other Term Loans or Extended Term Loans, such Incremental Term Loans,

Other Term Loans or Extended Term Loans shall be considered a separate Term Facility hereunder

(unless any Incremental Term Loans, Extended Term Loans or Other Term Loans are fungible with and

added to any other existing Term Facility hereunder).

“ Term Facility Commitment ” means (a) as to any Term Lender, the obligation of such

Term Lender to make Term Loans to the Borrower hereunder in an aggregate principal amount at any

65

time outstanding not to exceed the amount set forth opposite such Xxxx Xxxxxx’s name on Schedule 2.01 ,

as such amount may be modified at any time or from time to time pursuant to the terms hereof (including

Section 2.19 ) and (b) as to all Term Lenders, the aggregate commitment of all Term Lenders to make

Term Loans, as such amount may be modified at any time or from time to time pursuant to the terms

hereof (including Section 2.19 ) .  The aggregate Term Facility Commitment of all the Term Lenders on

the Closing Date shall be $440.0 million (the “ Initial Term Facility Commitment ”).  The Term Facility

Commitment of each Term Lender on the Closing Date is set forth opposite the name of such Lender on

Schedule 2.01 or in the Assignment and Acceptance, Incremental Facility Amendment, Extension

Amendment or Refinancing Amendment pursuant to which such Lender shall have assumed its Term

Facility Commitment, as applicable .

“ Term Facility Maturity Date ” shall mean, as the context may require,

(a) with respect to the Closing Date Term Loans, September 26, 2031,

(b) with respect to any Incremental Term Loans, the final maturity date specified

therefor in the applicable Incremental Facility Amendment,

(c) with respect to any Other Term Loans, the final maturity date specified therefor

in the applicable Refinancing Amendment and

(d) with respect to any Extended Term Loans, the final maturity date specified

therefor in the applicable Extension Amendment.

“ Term Lenders ” shall mean, at any time, all of the Lenders that have a (i) Term Facility

Commitment or (ii) Term Loan at such time.

“ Term Loan Installment Date ” shall mean, as the context requires, a Closing Date Term

Loan Installment Date, an Incremental Term Loan Installment Date, an Other Term Loan Installment

Date or an Extended Term Loan Installment Date.

“ Term Loans ” shall mean (i) the Closing Date Term Loans, (ii) any Incremental Term

Loans, (iii) any Other Term Loans and (iv) any Extended Term Loans, collectively (or if the context so

requires, any of them individually).

“ Term SOFR ” shall mean,

(a) for any calculation with respect to a Term SOFR Loan, the Term SOFR Reference

Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “ Periodic Term

SOFR Determination Day ”) that is two (2) U.S. Government Securities Business Days prior to the first

day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided ,

however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day

the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR

Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has

not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the

Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which

such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long

as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S.

Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and

66

(b) for any calculation with respect to an ABR Loan on any day, the Term SOFR

Reference Rate for a tenor of one (1) month on the day (such day, the “ ABR Term SOFR

Determination Day ”) that is two (2) U.S. Government Securities Business Days prior to such day, as

such rate is published by the Term SOFR Administrator; provided , however, that if as of 5:00 p.m. (New

York City time) on any ABR Term SOFR Determination Day the Term SOFR Reference Rate for the

applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement

Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term

SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding

U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was

published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities

Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Base

Rate Term SOFR Determination Day;

provided , further , that if Term SOFR determined as provided above (including pursuant to the

proviso under clause (a) or clause (b) above) shall ever be less than the Floor, then Term SOFR shall be

deemed to be the Floor.

“ Term SOFR Administrator ” shall mean CME (or a successor administrator of the

Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“ Term SOFR Loan ” shall mean a Loan that bears interest at a rate based on clause (a)

of the definition of Term SOFR.

“ Term SOFR Reference Rate ” shall mean the forward-looking SOFR term rate

administered by the Term SOFR Administrator and published on the applicable Reuters screen page (or

such other commercially available source providing such quotations as may be designated by the

Administrative Agent from time to time).

“ Test Period ” shall mean, at any time, the most recent period of four consecutive fiscal

quarters of Holdings ended on or prior to such time (taken as one accounting period) in respect of which

financial statements for each quarter or fiscal year in such period are required to have been delivered or, if

such financial statements have actually been delivered, have been delivered.

“ Total Net Leverage Ratio ” shall mean, as at any date of determination, the ratio of

Consolidated Total Debt (net of Unrestricted Cash and cash equivalents of Holdings and the Restricted

Subsidiaries in an aggregate amount (solely for purposes of Section 6.10 ) not to exceed $150.0 million)

as at such date to Consolidated EBITDA, determined for the most recent Test Period.

“ Trade Letters of Credit ” shall have the meaning assigned to such term in

Section 2.22(a) .

“ Transactions ” shall mean the execution, delivery and performance of the Loan

Documents, the creation of the Liens pursuant to the Security Documents, the initial borrowings

xxxxxxxxx and the use of proceeds thereof.

“ Transformative Acquisition ” shall mean any acquisition that is either (a) not permitted

by the terms of this Agreement immediately prior to the consummation of such acquisition or (b) if

permitted by the terms of this Agreement immediately prior to the consummation thereof, would not

provide the Borrower and its Restricted Subsidiaries with adequate flexibility under the Loan Documents

67

for the continuation and/or expansion of their combined operations following the consummation thereof,

as determined by Holdings acting in good faith.

“ Type ” shall mean, when used in respect of any Loan or Borrowing, the Rate by

reference to which interest on such Loan or on the Loans comprising such Borrowing is determined.  For

purposes hereof, the term “Rate” shall mean Term SOFR or ABR, as applicable.

“ UK Financial Institutions ” shall mean any BRRD Undertaking (as such term is defined

under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential

Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from

time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain

credit institutions and investment firms, and certain affiliates of such credit institutions or investment

firms.

“ UK Resolution Authority ” shall mean the Bank of England or any other public

administrative authority having responsibility for the resolution of any UK Financial Institution.

“ Unadjusted Benchmark Replacement ” shall mean the applicable Benchmark

Replacement excluding the related Benchmark Replacement Adjustment.

“ Uniform Commercial Code ” or “ UCC ” shall mean the Uniform Commercial Code as

the same may from time to time be in effect in the State of New York or the Uniform Commercial Code

(or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or

items of Collateral.

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

“ Unreimbursed Amount ” shall have the meaning assigned to such term in

Section 2.22(e) .

“ Unrestricted Cash ” shall mean cash or cash equivalents of Holdings or any of the

Restricted Subsidiaries that would not appear as “restricted” on the Required Financial Statements.

“ Unrestricted Lender ” shall mean any Regulated Entity, any Lead Arranger, any

Revolving Facility Lender or any of their respective Affiliates.

“ Unrestricted Subsidiary ” shall mean any Subsidiary of Holdings (other than the

Borrower) designated by the Borrower as an Unrestricted Subsidiary hereunder by written notice to the

Administrative Agent; provided that the Borrower shall only be permitted to so designate a new

Unrestricted Subsidiary after the Closing Date if

(i) no Event of Default has occurred and is continuing or would result therefrom,

and

(ii)  the designation of any Subsidiary as an Unrestricted Subsidiary shall constitute

an Investment by the Borrower therein at the date of designation in an amount equal to the fair market

value of the Borrower’s or its Restricted Subsidiary’s (as applicable) Investment therein.

The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary for purposes of

this Agreement (each, a “ Subsidiary Redesignation ”); provided that (a) no Event of Default shall have

68

occurred and be continuing or would result therefrom, and (b) the designation of any Unrestricted

Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any

Indebtedness and Liens of such Subsidiary existing at such time and a return on any Investment (or

deemed Investment) by the Borrower in Unrestricted Subsidiaries in an amount equal to the fair market

value at the date of such designation of the Borrower’s or its Restricted Subsidiary’s (as applicable)

Investment in such Subsidiary.

“ U.S. Government Securities Business Day ” shall mean any day except for (i) a

Saturday, (ii) a Sunday or (iii) a day on which any of the Securities Industry and Financial Markets

Association, or any successor thereto, recommends that the fixed income departments of its members be

closed for the entire day for purposes of trading in United States government securities.

“ U.S. Tax Compliance Certificate ” has the meaning assigned to such term in Section

2.15(e) .

“ USA PATRIOT Act ” shall mean the Uniting and Strengthening America by Providing

Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No.

107-56 (signed into law October 26, 2001)).

“ 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 payment of

principal (excluding nominal amortization), including payment at final maturity, in respect thereof, by

(ii) the number of years (calculated to the nearest 1/12) that will elapse between such date and the making

of such payment by (b) the then outstanding principal amount of such Indebtedness.

“ Xxxxx Fargo Fee Letter ” means the Xxxxx Fargo Fee Letter, dated August 12, 2024, by

and among The AZEK Group LLC and Xxxxx Fargo Securities, LLC.

“ Wholly-Owned Subsidiary ” shall mean, with respect to any person, a Subsidiary of

such person all of the Equity Interests of which (other than directors’ qualifying shares or nominee or

other similar shares required pursuant to applicable law) are owned by such person or another Wholly-

Owned Subsidiary of such person.

“ Withdrawal Liability ” shall mean liability to a Multiemployer Plan as a result of a

complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of

Subtitle E of Title IV of ERISA.

“ Working Capital ” shall mean, with respect to Holdings and its Restricted Subsidiaries

on a consolidated basis at any date of determination, Current Assets at such date of determination minus

Current Liabilities at such date of determination; provided that, increases or decreases in Working

Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a

result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between

current and non-current or (b) the effects of purchase accounting.

“ Write-Down and Conversion Powers ” shall mean (a) with respect to any EEA

Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from

time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down

and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the

United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to

69

cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or

instrument under which that liability arises, to convert all or part of that liability into shares, securities or

obligations of that person or any other person, to provide that any such contract or instrument is to have

effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or

any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.02 Terms Generally .  The definitions set forth or referred to in Section

1.01 shall apply equally to both the singular and plural forms of the terms defined.  Whenever the context

may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  Unless

the context requires otherwise,

(a) the words “include”, “includes” and “including” shall be deemed to be followed

by the phrase “without limitation”,

(b) in the computation of periods of time from a specified date to a later specified

date, the word “from” shall mean “from and including”; the words “to” and “until” each mean “to but

excluding” and the word “through” shall mean “to and including”,

(c) the word “will” shall be construed to have the same meaning and effect as the

word “shall”,

(d) the word “incur” shall be construed to mean incur, create, issue, assume or

become liable in respect of (and the words “incurred” and “incurrence” shall have correlative meanings),

(e) the word “or” shall be construed to mean “and/or”,

(f) any reference to any person shall be construed to include such person’s legal

successors and permitted assigns,

(g) the words “asset” and “property” shall be construed to have the same meaning

and effect and

(h) any reference herein to a merger, transfer, consolidation, amalgamation,

assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a

limited liability company or other person, or an allocation of assets to a series of a limited liability

company or other person (or the unwinding of such a division or allocation), as if it were a merger,

transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as

applicable, to, of or with a separate person.

Any division of a limited liability company or other person shall constitute a separate person hereunder

(and each division of any limited liability company that is a Subsidiary, joint venture or any other like

term shall also constitute such a person).

All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles

and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require.

Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or

organizational document of the Loan Parties shall mean such document as amended, restated,

supplemented or otherwise modified from time to time (subject to any restrictions on such amendments,

supplements or modifications set forth herein or in any other Loan Document).  Any reference to any law

shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting

70

such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or

regulation as amended, modified or supplemented from time to time.

Section 1.03 Accounting Terms; GAAP .  Except as otherwise expressly provided

herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in

effect from time to time; provided that, notwithstanding anything to the contrary herein, all accounting or

financial terms used herein shall be construed, and all financial computations pursuant hereto shall be

made, without giving effect to any election under Statement of Financial Accounting Standards Board

Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards

Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other

liabilities of Holdings or any Restricted Subsidiary at “fair value”, as defined therein. In the event that any

Accounting Change (as defined below) shall occur and such change results in a change in the method of

calculation of financial covenants, standards or terms in this Agreement, then upon the written request of

the Borrower or the Administrative Agent, the Borrower, the Administrative Agent and the Lenders shall

enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably

reflect such Accounting Change with the desired result that the criteria for evaluating Holdings’, the

Xxxxxxxx’s, and each of their respective Subsidiary’s financial condition shall be the same after such

Accounting Change as if such Accounting Change had not occurred; provided that if such notice is

given, until so amended, such ratio, basket, requirement or other provision shall continue to be computed

or interpreted in accordance with GAAP or the application thereof prior to such change therein.

“ Accounting Change ” shall mean any change in accounting principles or application thereof required by

the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting

Standards Board of the American Institute of Certified Public Accountants.

Section 1.04 Effectuation of Transfers .  Each of the representations and warranties

of Holdings and the Borrower contained in this Agreement (and all corresponding definitions) is made

after giving effect to the Transactions, unless the context otherwise requires.

Section 1.05 Currencies .  Unless otherwise specifically set forth in this Agreement,

monetary amounts shall be in Dollars.  For purposes of determining compliance with any Dollar-

denominated restriction on the incurrence of Indebtedness or determining the amount of any Indebtedness

or judgment pursuant to clause (f) or (j) of Section 7.01 , the Dollar-equivalent principal amount of any

Indebtedness or judgment denominated in a foreign currency will be calculated based on the relevant

currency exchange rate in effect on the date such Indebtedness was incurred or such judgment was

entered.

Section 1.06 Rounding .  Any financial ratios required to be satisfied in order for a

specific action to be permitted under this Agreement or any other Loan Document shall be calculated by

dividing the appropriate component by the other component, carrying the result to one decimal place

more than the number of decimal places by which such ratio is expressed herein (the “ applicable decimal

place ”) and rounding the result up or down to the applicable decimal place.

Section 1.07 Times of Day .  Unless otherwise specified, all references herein to times

of day shall be references to New York City time (daylight or standard, as applicable).

Section 1.08 Available Amount Transactions .  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, but in no event may any two or more such

71

actions be treated as occurring simultaneously (i.e., each transaction must be permitted under the

Available Amount as so calculated).

Section 1.09 Pro Forma Calculations; Limited Condition Event; Basket and Ratio

Compliance .

(a) Notwithstanding anything to the contrary herein, Consolidated EBITDA,

Consolidated Net Income, Consolidated Total Assets, the First Lien Net Leverage Ratio, the Senior

Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Interest Coverage Ratio, the Ratio

Amount, Permitted Ratio Debt, any component or components of the foregoing and any other basket or

test based on any of the foregoing (collectively, the “ Pro Forma Items ”) shall be calculated in the

manner prescribed by this Section 1.09 ; provided , that notwithstanding anything to the contrary in clause

(b) , (c) or (d) of this Section 1.09 , when calculating the First Lien Net Leverage Ratio for purposes of the

ECF Required Percentage, the Asset Sale Prepayment Percentage and the Financial Covenants, the events

described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not

be given pro forma effect.

(b) For purposes of calculating the Pro Forma Items, Specified Transactions (and the

incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the

applicable Test Period or (ii) subsequent to such Test Period and prior to, simultaneously with or as part

of the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis

assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA,

Consolidated Net Income, Consolidated Total Assets, and the component financial definitions used

therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test

Period.  If since the beginning of any applicable Test Period any person that subsequently became a

Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its

Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified

Transaction that would have required adjustment pursuant to this Section 1.09 , then the Pro Forma Items

shall be calculated to give pro forma effect thereto in accordance with this Section 1.09 .

(c) Whenever pro forma effect is to be given to a Specified Transaction, the pro

forma calculations shall be made in good faith by a Responsible Officer and may include, for the

avoidance of doubt, the amount of cost savings, operating expense reductions or cost synergies projected

by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken

or expected to be taken (calculated on a pro forma basis as though amounts had been realized on the first

day of such Test Period and as if any such cost savings, operating expense reductions and cost synergies

were realized during the entirety of such period) relating to such Specified Transaction, net of the amount

of actual benefits realized during such period from such actions (such amounts, “ Specified Transaction

Adjustments ”); provided that (i) such Specified Transaction Adjustments are reasonably identifiable and

quantifiable in the good faith judgment of the Borrower, (ii) such actions are taken, committed to be taken

or expected to be taken no later than twenty-four (24) months after the date of such Specified Transaction,

(iii) no amounts shall be included pursuant to this clause (c) to the extent duplicative of any amounts that

are otherwise included in calculating Consolidated EBITDA, Consolidated Net Income, or Consolidated

Total Assets, whether through a pro forma adjustment or otherwise, with respect to any Test Period and

(iv) such “run rate” cost savings, operating expense reductions and cost synergies, taken together with any

pro forma adjustments made pursuant to clause (j) of the definition of Consolidated EBITDA, shall not

exceed at any time 30% of Consolidated EBITDA after giving effect to such adjustments in this clause (c)

and such clause (j).

72

(d) In the event that the Borrower or any Restricted Subsidiary incurs (including by

assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment)

any Indebtedness included in the calculations of any Pro Forma Item, as the case may be (in each case,

other than for purposes of calculating the Financial Covenants, other than Indebtedness incurred or repaid

under any revolving credit facility in the ordinary course of business for working capital purposes), (i)

during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or

simultaneously with the event for which the calculation of any such ratio is made, then the Pro Forma

Item shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the

extent required, as if the same had occurred on the last day of the applicable Test Period with respect to

leverage ratios or the first day of such Test Period with respect to the Interest Coverage Ratio.

(e) Notwithstanding anything to the contrary in this Agreement or any classification

under GAAP of any person, business, assets or operations in respect of which a definitive agreement for

the disposition thereof has been entered into as discontinued operations, no pro forma effect shall be

given to any discontinued operations (and the Consolidated EBITDA, Consolidated Net Income, and

Consolidated Total Assets attributable to any such person, business, assets or operations shall not be

excluded for any purposes hereunder) until such disposition shall have been consummated.

(f) Notwithstanding anything in this Agreement or any Loan Document to the

contrary,

(i) For purposes of determining compliance with Section 2.19 or any of the

covenants set forth in Article V or Article VI at any time (whether at the time of incurrence or

thereafter), if any Lien, Investment, Indebtedness, disposition, sale or transfer of assets, Restricted

Payment, Affiliate transaction, payments in respect of Junior Financing or other transaction (or

any portion of any of the foregoing) meets the criteria of one, or more than one, of the clauses of

the provision permitting (including by way of exemption) such Lien, Investment, Indebtedness,

disposition, sale or transfer of assets, Restricted Payment, Affiliate transaction, payments in

respect of Junior Financing or other transaction (or any portion of any of the foregoing), as the

case may be, the Borrower (i) shall in its sole discretion determine under which clause (or sub-

clause) or clauses (or sub-clauses) such Lien, Investment, Indebtedness, disposition, sale or

transfer of assets, Restricted Payment, Affiliate transaction, payments in respect of Junior

Financing or other transaction (or any portion of any of the foregoing), as the case may be, is

classified (including both Ratio-Based Baskets and Fixed Baskets and exceptions, and including

partial reliance on different baskets that, collectively, permit the entire proposed transaction) and

(ii) shall be permitted, in its sole discretion, to make any subsequent redetermination and/or to

divide, classify or reclassify under which clause or clauses such Lien, Investment, Indebtedness,

disposition, sale or transfer of assets, Restricted Payment, Affiliate transaction or other

transaction (or any portion of any of the foregoing), as the case may be, is permitted from time to

time as it may determine and without notice to the Administrative Agent or any Lender; provided

(i) that all Indebtedness under this Agreement incurred on the Closing Date shall be deemed to

have been incurred pursuant to Section 6.01(a) and the Borrower shall not be permitted to

reclassify all or any portion of Indebtedness incurred on the Closing Date pursuant to Section

6.01(a) and (ii) all Hedge Agreements shall be incurred solely pursuant to Section 6.01(c) .

(ii) unless the Borrower elects otherwise, if the Borrower or its Restricted

Subsidiaries in connection with any transaction or series of related transactions

73

(A) incurs Indebtedness, creates Liens, disposes, sells or transfers

assets, makes Investments, makes Restricted Payments, enters into Affiliate transactions,

makes a payment in respect of Junior Financing, designates any Subsidiary as restricted

or unrestricted or repays any Indebtedness or takes any other action under or as permitted

by a basket that requires compliance with a financial ratio or test (including, without

limitation, the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the

Total Net Leverage Ratio or the Interest Coverage Ratio) (such basket, a “ Ratio-Based

Basket ”) and

(B) incurs Indebtedness, creates Liens, disposes, sells or transfers

assets, makes Investments, makes Restricted Payments, enters into Affiliate transactions,

makes a payment in respect of Junior Financing, designates any Subsidiary as restricted

or unrestricted or repays any Indebtedness or takes any other action under a basket that

requires compliance with a dollar amount, including any grower component based on

Consolidated EBITDA or Consolidated Total Assets (such basket, a “ Fixed Basket ”)

(which shall occur within five (5) Business Days of the events in clause (A) above),

then the applicable financial ratio or test will be calculated with respect to any such action under

the applicable Ratio-Based Basket without regard to any such action under such Fixed Basket

made in connection with such transaction or series of related transactions,

(iii) if the Borrower or any of its Restricted Subsidiaries enters into any

revolving, delayed draw or other committed debt facility, the Borrower may elect to determine

compliance of such debt facility (including the incurrence of Indebtedness and Xxxxx from time to

time in connection therewith) with this Agreement and each other Loan Document on the date

commitments with respect thereto are first received, assuming the full amount of such facility is

incurred (and any applicable Liens are granted) on such date, in which case such committed

amount may thereafter be borrowed or reborrowed, in whole or in part, from time to time, without

further compliance with such applicable Ratio-Based Basket hereunder, in lieu of determining

such compliance on any subsequent date (including any date on which Indebtedness is incurred

pursuant to such facility); provided that, in each case, any future calculation of such Ratio-Based

Basket shall only include amounts borrowed and outstanding as of such date of determination;

and

(iv) if the Borrower or any Restricted Subsidiary incurs Indebtedness under a

Ratio-Based Basket, such Ratio-Based Basket (together with any other Ratio-Based Basket

utilized in connection therewith, including in respect of other Lien, Investment, Indebtedness,

disposition, sale or transfer of assets, Restricted Payment, Affiliate transaction, payments in

respect of Junior Financing or other transaction (or any portion of any of the foregoing)) will be

calculated excluding the cash proceeds of such Indebtedness for netting purposes, provided that

the actual application of such proceeds to the prepayment of any Indebtedness measured by such

Ratio-Based Basket may reduce Indebtedness for purposes of determining compliance with any

such applicable Ratio-Based Basket.

For example, if the Borrower incurs Indebtedness under the Fixed Incremental Amount on the same date

that it incurs Indebtedness under the Ratio Amount, then the First Lien Net Leverage Ratio, the Senior

Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Interest Coverage Ratio and any other

applicable ratio will be calculated with respect to such incurrence under the Ratio Amount without regard

to any incurrence of Indebtedness under the Fixed Incremental Amount.  Unless the Borrower elects

74

otherwise, each Incremental Facility (or Incremental Equivalent Debt) shall be deemed incurred first

under the Ratio Amount to the extent permitted (and calculated prior to giving effect to any substantially

simultaneous incurrence of any Indebtedness based on a basket or exception that is not based on a

financial ratio, including the Fixed Incremental Amount), with any balance incurred under the Fixed

Incremental Amount.  For purposes of determining compliance with Section 2.19 , in the event that any

Incremental Facility or Incremental Equivalent Debt (or any portion thereof) meets the criteria of Ratio

Amount or Fixed Incremental Amount, the Borrower may, in its sole discretion, at the time of incurrence,

divide, classify or reclassify, or at any later time divide, classify or reclassify, such Indebtedness (or any

portion thereof) in any manner that complies with Section 2.19 on the date of such classification or any

such reclassification, as applicable.

(g) Notwithstanding anything in this Agreement or any Loan Document to the

contrary, but not for purposes of determining whether the conditions in Section 4.02 have been satisfied

in connection with extensions of credit under any Revolving Facilities, when

(i) calculating any applicable ratio in connection with the incurrence of

Indebtedness, creation of Liens, the making of any disposition, sale or transfer of assets, making

of Investments, making of Restricted Payments, entering into of Affiliate transactions, making a

payment in respect of Junior Financing, designation of any Subsidiary as restricted or unrestricted

or repayment of any Indebtedness or for any other purpose,

(ii) determining the accuracy of any representation or warranty,

(iii) determining whether any Default or Event of Default has occurred, is

continuing or would result from any action, or

(iv) determining compliance with any other condition precedent to any action

or transaction,

in the case of each of clauses (i) through (iv) in connection with a Limited Condition Event, the date of

determination of such ratio, the accuracy of such representation or warranty (but taking into account any

earlier date specified therein), whether any Default or Event of Default has occurred, is continuing or

would result therefrom, or the satisfaction of any other condition precedent shall, at the option of the

Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition

Event, an “ LCE Election ”), be deemed to be the date the definitive agreements for such Limited

Condition Event are entered into (the “ LCE Test Date ”).  If on a Pro Forma Basis after giving effect to

such Limited Condition Event and the other transactions to be entered into in connection therewith

(including any incurrence of Indebtedness and the use of proceeds thereof), the Borrower could have

taken such action on the relevant LCE Test Date in compliance with the applicable ratios or other

provisions, such provisions shall be deemed to have been complied with, unless a Specified Event of

Default is continuing on the date on which such Limited Condition Event is consummated.  For the

avoidance of doubt, (i) if any of such ratios, representations and warranties, absence of defaults,

satisfaction of conditions precedent or other provisions are exceeded or breached as a result of

fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA, Consolidated Net

Income, or Consolidated Total Assets), a change in facts and circumstances or other provisions at or prior

to the consummation of the relevant Limited Condition Event, such ratios, representations and warranties,

absence of defaults, satisfaction of conditions precedent and other provisions will not be deemed to have

been exceeded, breached, or otherwise failed as a result of such fluctuations or changed circumstances

solely for purposes of determining whether the Limited Condition Event and any related transactions is

75

permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the

time of consummation of such Limited Condition Event or related Specified Transactions.  If the

Borrower has made an LCE Election for any Limited Condition Event, then in connection with any

subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction

or otherwise on or following the relevant LCE Test Date and prior to the earlier of the date on which such

Limited Condition Event is consummated or the date that the definitive agreement for such Limited

Condition Event is terminated or expires without consummation of such Limited Condition Event, any

such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Event and

other transactions in connection therewith (including any incurrence of Indebtedness and the use of

proceeds thereof) have been consummated.  For purposes of any calculation pursuant to this clause (g) of

the Interest Coverage Ratio, Consolidated Interest Expense may be calculated using an assumed interest

rate for the Indebtedness to be incurred in connection with such Limited Condition Event based on the

indicative interest margin contained in any financing commitment documentation with respect to such

Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in

good faith.

(h) For purposes of determining the maturity date of any Indebtedness, customary

bridge loans that are subject to customary conditions (including no payment or bankruptcy event of

default) that would either automatically be extended as, converted into or required to be exchanged for

permanent refinancing shall be deemed to have the maturity date as so extended, converted or exchanged.

Section 1.10 Benchmark Replacement Setting .

(a) Benchmark Replacement .  Notwithstanding anything to the contrary herein or

in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement

Date have occurred prior to any setting of the then-current Benchmark, then (x) if a Benchmark

Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement”

for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for

all purposes hereunder and under any Loan Document in respect of such Benchmark setting and

subsequent Benchmark settings without any amendment to, or further action or consent of any other party

to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in

accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark

Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes

hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New

York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is

provided to the Lenders of the relevant Class in respect of which such Benchmark Replacement is being

implemented without any amendment to, or further action or consent of any other party to, this

Agreement or any other Loan Document so long as the Administrative Agent has not received, by such

time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required

Class Lenders of such Class.  If the Benchmark Replacement is Daily Simple SOFR, all interest payments

will be payable on a quarterly basis.

(b) Benchmark Replacement Conforming Changes .  In connection with the use,

administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will

have the right to make Conforming Changes from time to time and, notwithstanding anything to the

contrary herein or in any other Loan Document, any amendments implementing such Conforming

Changes will become effective without any further action or consent of any other party to this Agreement

or any other Loan Document.

76

(c) Notices; Standards for Decisions and Determinations .  The Administrative

Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark

Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use,

administration, adoption or implementation of a Benchmark Replacement.  The Administrative Agent will

promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to

Section 1.10(d) and (y) the commencement of any Benchmark Unavailability Period.  Any determination,

decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group

of Lenders) pursuant to this Section 1.10 , including any determination with respect to a tenor, rate or

adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to

take or refrain from taking any action or any election, will be conclusive and binding absent manifest

error and may be made in its or their sole discretion and without consent from any other party to this

Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this

Section 1.10 .

(d) Unavailability of Tenor of Benchmark .  Notwithstanding anything to the

contrary herein or in any other Loan Document, at any time (including in connection with the

implementation of a Benchmark Replacement),

(i) if the then-current Benchmark is a term rate (including the Term SOFR

Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or

other information service that publishes such rate from time to time as selected by the

Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the

administrator of such Benchmark has provided a public statement or publication of information

announcing that any tenor for such Benchmark is not or will not be representative, then the

Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous

definition) for any Benchmark settings at or after such time to remove such unavailable, non-

representative or non-compliant tenor and

(ii) if a tenor that was removed pursuant to clause (i) above either (A) is

subsequently displayed on a screen or information service for a Benchmark (including a

Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not

or will not be representative for a Benchmark (including a Benchmark Replacement), then the

Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous

definition) for all Benchmark settings at or after such time to reinstate such previously removed

tenor.

(e) Benchmark Unavailability Period .  Upon the Borrower’s receipt of notice of

the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request

for a Borrowing of, conversion to or continuation of Term SOFR Loans to be made, converted or

continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to

have converted any such request into a request for a Borrowing of or conversion to ABR Loans.  During a

Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an

Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such

Benchmark, as applicable, will not be used in any determination of the ABR.

Section 1.11 Classification of Loans and Borrowings For purposes of this

Agreement, Loans and Borrowings may be classified and referred to by Class (e.g., a “Term Loan” or an

“Initial Revolving Loan”) or by Type (e.g., a “Term SOFR Loan”) or by Class and Type (e.g., a “Term

SOFR Term Loan”).  Borrowings also may be classified and referred to by Class (e.g., a “Term Loan

77

Borrowing”) or by Type (e.g., a “Term SOFR Borrowing”) or by Class and Type (e.g., a “Term SOFR

Term Loan Borrowing”).

ARTICLE II.

THE CREDITS

Section 2.01 Commitments .

(a) Each Initial Revolving Facility Xxxxxx agrees, severally and not jointly, to make

Revolving Facility Loans denominated in Dollars to the Borrower with respect to such Initial Revolving

Facility Xxxxxx’s Revolving Facility Commitment from time to time during the Availability Period in an

aggregate principal amount that will not result in (i) such Initial Revolving Facility Lender’s Revolving

Facility Credit Exposure exceeding such Initial Revolving Facility Lender’s Revolving Facility

Commitment or (ii) the aggregate Revolving Facility Credit Exposure with respect to such Initial

Revolving Facility Commitment exceeding the total Initial Revolving Facility Commitments.  The failure

of any Revolving Facility Lender to make any Revolving Facility Loan required to be made by it shall not

relieve any other Revolving Facility Lender of its obligations hereunder; provided that the Revolving

Facility Commitments of the Revolving Facility Lenders are several and no Revolving Facility Lender

shall be responsible for any other Revolving Facility Lender’s failure to make Revolving Facility Loans

as required hereby.  Within the foregoing limits and subject to the terms and conditions set forth herein,

the Borrower may borrow, prepay and reborrow Revolving Facility Loans.

(b) Subject to the terms and conditions set forth herein, each Term Xxxxxx agrees,

severally and not jointly, to make Term Loans denominated in Dollars to the Borrower equal to such

Term Xxxxxx’s Term Facility Commitment on the Closing Date.  The failure of any Term Lender to make

any Term Loan required to be made by it shall not relieve any other Term Lender of its obligations

hereunder; provided that the Term Facility Commitments of the Term Lenders are several and no Term

Lender shall be responsible for any other Term Lender’s failure to make Term Loans as required hereby.

The full amount of the Closing Date Term Loans must be drawn in a single drawing on the Closing Date

and amounts paid or prepaid in respect of Term Loans may not be reborrowed.

Section 2.02 Loans and Borrowings .

(a) Each Loan shall be made as part of a Borrowing consisting of Loans under the

same Credit Facility and of the same Type made by the Lenders ratably in accordance with their

respective Commitments under the applicable Credit Facility (or, in the case of Swingline Loans, in

accordance with their respective Swingline Commitments); provided , however , that Revolving Facility

Loans of any Class shall be made by the Revolving Facility Lenders of such Class ratably in accordance

with their respective Revolving Facility Percentages on the date such Loans are made hereunder.

(b) Subject to Section 2.12 , each Borrowing (other than a Swingline Borrowing)

shall be comprised entirely of ABR Loans or Term SOFR Loans as the Borrower may request in

accordance herewith.  Each Swingline Borrowing shall be comprised of ABR Loans.  Each Lender at its

option may make any ABR Loan or Term SOFR Loan by causing any domestic or foreign branch or

Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the

obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement and such

Lender shall not be entitled to any amounts payable under Section 2.13 or Section 2.15 solely in respect

of increased costs resulting from such exercise and existing at the time of such exercise.

78

(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 of any Class if the Interest Period

requested with respect thereto would end after the Revolving Facility Maturity Date or Term Facility

Maturity Date for such Class, as applicable.

Section 2.03 Request for Borrowing .

(a) Unless otherwise set forth in the applicable Incremental Facility Amendment or

Refinancing Amendment, the Borrower shall notify the Administrative Agent of a request for a Revolving

Facility Borrowing or a Term Loan Borrowing by delivering to the Administrative Agent a Borrowing

Request not later than 2:00 p.m., New York City time (i) in the case of an ABR Borrowing, one (1)

Business Day before the anticipated funding date for such Borrowing and (ii) in the case of a SOFR

Borrowing, three (3) Business Days before the anticipated funding date for such Borrowing.  The

Borrowing Request must specify (A) whether such Borrowing is to be a Borrowing of Closing Date Term

Loans, Other Term Loans, Incremental Term Loans or Revolving Facility Loans of a particular Class, as

applicable, (B) the principal amount of the requested Borrowing, (C) the requested date of the Borrowing

(which shall be a Business Day), (D) the Type of Loans to be borrowed, (E) in the case of a SOFR

Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the

definition of the term “Interest Period” and (F) the location and number of the Borrower’s account to

which funds are to be disbursed.  Upon receipt of such Borrowing Request, the Administrative Agent

shall promptly notify each Lender thereof.  The proceeds of the Loans requested under this Section 2.03

shall be disbursed by the Administrative Agent in immediately available funds by wire transfer to such

bank account or accounts as designated by the Borrower in the Borrowing Request or in the

Administrative Questionnaire.

(b) If no Interest Period is specified with respect to any requested Term SOFR

Borrowing then the Borrower shall be deemed to have selected an Interest Period of one (1) month’s

duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03 , the

Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such

Xxxxxx’s Loan to be made as part of the requested Borrowing.

Section 2.04 Funding of Borrowings .

(a) Each Lender shall make each Loan to be made by it hereunder on the proposed

date thereof by wire transfer of immediately available funds by 10:00 a.m., New York City time, to the

account of the Administrative Agent most recently designated by it for such purpose by notice to the

Lenders; provided that Swingline Loans shall be made as provided in Section 2.23 .  The Administrative

Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in

like funds, to an account of the Borrower as specified in the applicable Borrowing Request; provided that

Borrowings made to finance the reimbursement of an L/C Disbursement and reimbursements as provided

in Section 2.22(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank.

(b) Unless the Administrative Agent shall have received notice from a Lender prior

to the proposed funding date of any Borrowing that such Lender will not make available to the

Administrative Agent such Xxxxxx’s share of such Borrowing, the Administrative Agent may assume that

such Lender has made such share available on such date in accordance with paragraph (a) of this

Section 2.04 and may, in reliance upon such assumption, make available to the Borrower a corresponding

amount.  In such event, if a Lender has not in fact made its share of the applicable Borrowing available to

the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the

79

Administrative Agent, forthwith on demand (without duplication) such corresponding amount with

interest thereon, for each day from and including the date such amount is made available to the Borrower

to but excluding the date of payment to the Administrative Agent at (i) in the case of such Lender, the

greater of (A) the Federal Funds Rate and (B) a rate reasonably determined by the Administrative Agent

in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower,

the interest rate applicable at the time to the applicable Loans comprising such Borrowing.  If such Lender

pays such amount to the Administrative Agent then such amount shall constitute such Lender’s Loan

included in such Borrowing.

Section 2.05 Interest Elections .

(a) Each Borrowing initially shall be of the Type, and under the applicable Class,

specified in the applicable Borrowing Request and, in the case of a SOFR Borrowing, shall have an initial

Interest Period as specified in such Borrowing Request.  Thereafter, the Borrower may elect to convert

such Borrowing to a different Type or to continue such Borrowing and, in the case of a SOFR Borrowing,

may elect Interest Periods therefor, all as provided in this Section 2.05 .  The Borrower may elect different

options with respect to different portions of the affected Borrowing, in which case each such portion shall

be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans

comprising each such portion shall be considered a separate Borrowing.  To make an election pursuant to

this Section 2.05 , the Borrower shall give the Administrative Agent prior written notice in the form of an

Interest Election Request substantially in the form of Exhibit D (or such other form as may be agreed

between the Borrower and the Administrative Agent) and completed and signed by a Responsible Officer

of the Borrower, (i) in the case of an election to convert to or continue a SOFR Borrowing, not later than

2:00 p.m., New York City time, three (3) Business Days before the effective date of such election, (ii) in

the case of an election to convert to an ABR Borrowing, not later than 2:00 p.m., New York City time,

three (3) Business Days before the effective date of such election, or (iii) in the case of an election to

continue an ABR Borrowing, not later than 2:00 p.m., New York City time, one (1) Business Day before

the effective date of such election. This Section 2.05 shall not apply to Swingline Loans, which may not

be converted or continued.

(b) Each written Interest Election Request shall be irrevocable and shall specify the

following information in compliance with Section 2.02 :

(i) the principal amount of Borrowing to which such Interest Election

Request applies and, if different options are being elected with respect to different portions

thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the

information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each

resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election

Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a SOFR

Borrowing; and

(iv) if the resulting Borrowing is a SOFR Borrowing, the Interest Period to be

applicable thereto after giving effect to such election, which Interest Period shall be a period

contemplated by the definition of the term “Interest Period”.

80

(c) Promptly following receipt of an Interest Election Request, the Administrative

Agent shall advise each applicable Lender to which such Interest Election Request relates of the details

thereof and of such Xxxxxx’s portion of each resulting Borrowing.

(d) If the Borrower fails to deliver a timely Interest Election Request with respect to

a SOFR Borrowing three (3) Business Days prior to the end of the Interest Period applicable thereto, then,

unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing

shall be continued as a SOFR Borrowing having an Interest Period of one (1) month’s duration.

Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and

the Administrative Agent, at the written request (including a request through electronic means) of the

Required Xxxxxxx, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no

outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid,

each SOFR Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period

applicable thereto.

Section 2.06 Promise to Pay; Evidence of Debt .

(a) The Borrower hereby unconditionally promises to pay (i) to the Administrative

Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each

Revolving Facility Loan on the Revolving Facility Maturity Date applicable to such Revolving Facility

Loans, (ii) to the Administrative Agent for the account of each Term Lender the then unpaid principal

amount of each Term Loan of such Lender as provided in Section 2.07 and (iii) to the Swingline Lender

the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility

Commitments on the Revolving Facility Maturity Date for such Class and as otherwise set forth in

Section 2.23 .

(b) Each Lender shall maintain in accordance with its usual practice an account or

accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by

such Lender, including the amounts of principal and interest payable and paid to such Lender from time to

time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the

amount of each Loan made hereunder, the Credit Facility, Class and Type thereof and the Interest Period

(if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due

and payable from the Borrower to each Lender hereunder and (iii) any amount received by the

Administrative Agent xxxxxxxxx for the account of the Lenders and each Xxxxxx’s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of

this Section 2.06 shall be prima facie evidence of the existence and amounts of the obligations recorded

therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or

any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in

accordance with the terms of this Agreement.

(e) Any Lender may request that Loans made by it be evidenced by a promissory

note (a “ Note ”).  In such event, the Borrower shall prepare, execute and deliver to such Lender a Note

payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in

substantially the form attached hereto as Exhibit F (or such other form as may be agreed between such

Xxxxxx, the Administrative Agent and the Borrower).  Thereafter, the Loans evidenced by such Note and

interest thereon shall at all times (including after assignment pursuant to Section 9.04 ) be represented by

81

one or more Notes in such form payable to the payee named therein (or, if requested by such payee, to

such payee and its registered assigns).

Section 2.07 Repayment of Term Loans and Revolving Facility Loans;

Termination or Reduction of Commitments .

(a) Repayment of Term Loans and Revolving Facility Loans

(i) The Borrower shall repay to the Administrative Agent for the ratable

account of the Lenders on the last Business Day of each March, June, September and December,

commencing with the last Business Day of the second full fiscal quarter ending after the Closing

Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of the

Closing Date Term Loans (which payments shall be reduced as a result of the application of

prepayments in accordance with the order of priority set forth in Section 2.08 or Section 2.09 , as

applicable) (each such date being referred to as a “ Closing Date Term Loan Installment Date ”);

(ii) (x) in the event that any Incremental Term Loans are made, the Borrower

shall repay Borrowings consisting of Incremental Term Loans on the dates (each an

“ Incremental Term Loan Installment Date ”) and in the amounts set forth in the applicable

Incremental Facility Amendment, (y) in the event that any Other Term Loans are made, the

Borrower shall repay Borrowings consisting of Other Term Loans on the dates (each an “ Other

Term Loan Installment Date ”) and in the amounts set forth in the applicable Refinancing

Amendment and (z) in the event that any Extended Term Loans are made, the Borrower shall

repay Borrowings consisting of Extended Term Loans on the dates (each an “ Extended Term

Loan Installment Date ”) and in the amounts set forth in the applicable Extension Amendment;

(iii) to the extent not previously paid, all outstanding Term Loans shall be due

and payable, and the Borrower shall repay such Loans, on the applicable Term Facility Maturity

Date; and

(iv) to the extent not previously paid, all outstanding Revolving Facility

Loans and Swingline Loans shall be due and payable, and the Borrower shall repay such Loans,

on the Revolving Facility Maturity Date.

(b) Termination or Reduction of Commitments

(i) Unless previously terminated, the Revolving Facility Commitments of

any given Class shall automatically and permanently terminate on the applicable Revolving

Facility Maturity Date. On the Closing Date (after giving effect to the funding of the requested

amount of Closing Date Term Loans by the respective Term Lenders on the Closing Date), the

Initial Term Facility Commitments will automatically and permanently terminate.

(ii) The Borrower may at any time terminate, or from time to time reduce,

the Commitments of any Class; provided that each reduction of Commitments shall be in an

amount that is an integral multiple of $1.0 million and not less than $5.0 million (or, if less, the

remaining amount of the applicable Commitments).

(iii) The Borrower shall notify the Administrative Agent of any election to

terminate or reduce Commitments under this Section 2.07(b) at least three (3) Business Days

prior to such termination or reduction, specifying such election and the closing date thereof.

82

Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of

the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.07(b) shall

be irrevocable; provided that a notice of termination or reduction of the Commitments delivered

by the Borrower may state that such notice is conditioned upon the matters set forth therein, in

which case such notice may be revoked by the Borrower (by notice to the Administrative Agent

on or prior to the specified closing date) if such condition is not satisfied. Any termination or

reduction of the Commitments of any Class shall be permanent. Each reduction of the

Commitments of any Class shall be made ratably among the Lenders in accordance with their

respective Commitments of such Class.

Section 2.08 Optional Prepayment of Loans .

(a) The Borrower shall have the right at any time and from time to time to prepay

any Loan in whole or in part, without premium or penalty, other than the Prepayment Premium, in an

aggregate principal amount, (i) in the case of Term SOFR Loans, that is an integral multiple of $500,000

and not less than $2.5 million, and (ii) in the case of ABR Loans, that is an integral multiple of $100,000

and not less than $1.0 million, or, if less, the amount outstanding.  The Borrower shall notify the

Administrative Agent by written notice of such election not later than 2:00 p.m., New York City time, (i)

in the case of an ABR Borrowing, one (1) Business Day before the anticipated date of such prepayment

and (ii) in the case of a SOFR Borrowing, three (3) Business Days before the anticipated date of such

prepayment.  Any such notice shall be irrevocable except to the extent conditioned on a refinancing of all

or any portion of a Term Facility or Revolving Facility, as applicable.  Any optional prepayments of Term

Loans pursuant to this Section 2.08 shall be applied to the remaining scheduled amortization payments as

directed by the Borrower (or in the absence of such direction, in direct order of maturity).

(b) If the Borrower (i) prepays, refinances, substitutes or replaces any Term Loans in

connection with a Repricing Transaction or (ii) effects any amendment of this Agreement resulting in a

Repricing Transaction, in each case, on or prior to, the six-month anniversary of the Closing Date, the

Borrower shall pay to the Administrative Agent, for the ratable account of each of the Lenders holding

Term Loans immediately prior to the consummation of such Repricing Transaction (including each

Lender holding Term Loans immediately prior to the consummation of such Repricing Transaction that

withholds its consent to such Repricing Transaction and is replaced pursuant to Section 2.17 ), (A) in the

case of clause (i) , a prepayment premium equal to 1.0% of the aggregate principal amount of the Term

Loans so prepaid, refinanced, substituted or replaced (the “ Applicable Prepayment Percentage ”) and

(B) in the case of clause (ii) , a fee equal to the Applicable Prepayment Percentage of the aggregate

principal amount of the applicable Term Loans outstanding immediately prior to such amendment.  Such

amounts (as applicable, the “ Prepayment Premium ”) shall be due and payable on the date of

effectiveness of the applicable Repricing Transaction; provided that the Borrower shall not be subject to

the requirements of this Section 2.08(b) with respect to any Repricing Transaction occurring after the six-

month anniversary of the Closing Date.

(c) Notwithstanding anything in any Loan Document to the contrary (including

Section 2.16 ), the Borrower may prepay Term Loans of one or more Classes below par on a non -pro rata

basis in accordance with the Dutch Auction Procedures or via open-market purchases; provided that, in

each case, (i) no Event of Default has occurred and is continuing or would result therefrom and (ii)

proceeds of any Revolving Facility Loans may not be used directly to make such payment.

83

Section 2.09 Mandatory Prepayment of Loans .

(a) If the Borrower or any Loan Party, (i) consummates any Asset Sale of property or

assets constituting Collateral pursuant to the General Asset Sale Basket (other than dispositions of

obsolete or worn out property, dispositions in the ordinary course of business and dispositions of assets no

longer determined by the Borrower to be used or useful in its business), or (ii) any Recovery Event occurs

with respect to property or assets constituting Collateral, which in either case, results in the realization or

receipt by the Borrower or such Loan Party of Net Cash Proceeds, then:

(i) the Borrower shall, within five (5) Business Days following actual

receipt of such Net Cash Proceeds, prepay an aggregate principal amount of Closing Date Term

Loans and any other Term Loans (unless such prepayment is not required pursuant to the terms of

such other Term Loans) equal to the Asset Sale Prepayment Percentage of such Net Cash

Proceeds realized or received; provided that if at the time that any such prepayment would be

required pursuant to this clause (a) , the Borrower is required to repay or repurchase or to offer to

repurchase or repay Pari Passu Lien Debt pursuant to the terms of the documentation governing

such Indebtedness with the proceeds of such disposition or Recovery Event (such Pari Passu Lien

Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “ Other

Applicable Indebtedness ”), then the Borrower may apply such Net Cash Proceeds on a pro rata

basis to the prepayment of the Term Loans and to the repayment or repurchase of Other

Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have

otherwise been required pursuant to this Section 2.09(a) shall be reduced accordingly (for

purposes of this proviso pro rata basis shall be determined on the basis of the aggregate

outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time,

with it being agreed that the portion of such net proceeds allocated to the Other Applicable

Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the

Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of

such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof);

provided , further, that to the extent the holders of Other Applicable Indebtedness decline to have

such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event

within ten (10) Business Days after the date of such rejection) be applied to prepay the Term

Loans in accordance with the terms hereof; provided , further, that no prepayment shall be

required pursuant to this Section 2.09(a) with respect to such portion of such Net Cash Proceeds

that the Borrower shall reinvest in accordance with this Section 2.09(a) .

(ii) With respect to any Net Cash Proceeds realized or received with respect

to any Asset Sale or any Recovery Event that, in either case, is subject to the application of the

foregoing provisions of this Section 2.09(a) , at the option of the Borrower or any of the

Restricted Subsidiaries, the Borrower or any of its Restricted Subsidiaries may (in lieu of making

a prepayment pursuant to the foregoing provisions) elect to

(A) reinvest an amount equal to all or any portion of such Net Cash

Proceeds in assets used or useful for the business of the Borrower and the Restricted

Subsidiaries (1) within twenty-four (24) months following receipt of such Net Cash

Proceeds or (2) if the Borrower or any of the Restricted Subsidiaries enters into a legally

binding commitment to reinvest such Net Cash Proceeds within twenty-four (24) months

following receipt of such Net Cash Proceeds, no later than twelve (12) months after the

end of such twenty-four (24) month period; provided that if any portion of such amount

is not so reinvested by such dates, subject to Section 2.09(d) , an amount equal to the

84

Asset Sale Prepayment Percentage of any such Net Cash Proceeds shall be applied within

five (5) Business Days after such dates to the prepayment of the Term Loans and Other

Applicable Indebtedness as set forth above or

(B) apply such Net Cash Proceeds to permanently repay

indebtedness of non-Loan Parties; provided that if any portion of such amount is not so

used to prepay indebtedness, subject to Section 2.09(d) , an amount equal to the Asset

Sale Prepayment Percentage of any such Net Cash Proceeds shall be applied within five

(5) Business Days after such dates to the prepayment of the Term Loans and Other

Applicable Indebtedness as set forth above.

(b) Within five (5) Business Days following receipt of Net Cash Proceeds from the

incurrence, issuance or sale by Holdings, the Borrower or any Restricted Subsidiary of any Indebtedness

(other than Excluded Indebtedness), the Borrower shall apply the Net Cash Proceeds of such Indebtedness

to prepay Closing Date Term Loans and any other Term Loans (unless such prepayment is not required

pursuant to the terms of such other Term Loans).

(c) (1) Commencing with the fiscal year ending September 30, 2025, not later than

five (5) Business Days after the date on which the Borrower is required to deliver financial statements

with respect to the end of such Excess Cash Flow Period under Section 5.04(a) , the Borrower shall

calculate Excess Cash Flow for the relevant Excess Cash Flow Period (the “ Excess Cash Flow

Calculation Date ”) and shall prepay the Term Loans in an amount equal to:

(i) the ECF Required Percentage times the amount of such Excess Cash

Flow, minus

(ii) the sum of:

(A) to the extent not financed with the proceeds of the incurrence of

Indebtedness having a maturity not less than twelve (12) months from the date of

incurrence thereof and not previously deducted pursuant to this clause (c) in any prior

period, the amount of any cash voluntary prepayments (including (A) those made through

debt buybacks and, in the case of below-par repurchases, in an amount equal to the

discounted amount actually paid in cash in respect of such below-par repurchase,

(B) cash payments by the Borrower pursuant to Section 2.17 or other applicable “yank-a-

bank” provisions (solely to the extent the applicable Indebtedness is retired instead of

assigned), (C) prepayments of Term Loans and participations held by Disqualified

Institution) during such Excess Cash Flow Period or on or prior to the Excess Cash Flow

Calculation Date of Indebtedness of Holdings, the Borrower or the Restricted

Subsidiaries consisting of (without duplication)

(I) Term Loans,

(II)  Revolving Facility Loans (to the extent

commitments in respect thereof are permanently reduced

by the amount of such prepayments),

(III) Credit Agreement Refinancing Indebtedness,

Indebtedness created under Incremental Facilities,

Incremental Equivalent Debt and other Indebtedness

85

permitted under Section 6.01 that in each case is secured

by the Collateral on a pari passu basis with the

Obligations and, if constituting revolving loans, to the

extent commitments in respect thereof are permanently

reduced by the amount of such prepayments,

(IV)  any term loan (or revolving loan to the extent

accompanied by a corresponding permanent reduction in

commitments) that is unsecured or Junior Lien Debt,

(V) term loans (or revolving loans to the extent

accompanied by a corresponding permanent reduction in

commitments) of Restricted Subsidiaries that are

unsecured or secured by Liens on assets that are not

Collateral and

(VI)  any Permitted Refinancing Indebtedness in

respect of any of the foregoing that is secured by the

same collateral, and with the same priority, as the

Indebtedness being refinanced, in each case, permitted

hereunder;

provided that to the extent the amount of voluntary prepayments described in this

paragraph in respect of any Excess Cash Flow Period exceeds the amount of the

mandatory prepayment required under this Section 2.09(c) (after giving effect to all other

reductions described herein), such excess amounts shall be applied to reduce the required

mandatory prepayment in subsequent Excess Cash Flow Periods; plus

(B) the amount of Consolidated Capital Expenditures and

Investments (including Permitted Business Acquisitions, Investments in respect of joint

ventures and Unrestricted Subsidiaries, and acquisitions of intellectual property, but

excluding Investments in Holdings, the Borrower or any other Restricted Subsidiary and

Permitted Investments) made in cash during such period, except to the extent financed

with (x) the Net Cash Proceeds of long-term Indebtedness (except to the extent such

Indebtedness has been repaid), or (y) Net Cash Proceeds reinvested pursuant to Section

2.09(a) ; plus

(C) the amount of Restricted Payments made in cash pursuant to

Section 6.06 (excluding clauses (a) and (e) thereof) during such period in each case

except to the extent financed with the Net Cash Proceeds of long-term Indebtedness; plus

(D) without duplication of amounts deducted in prior periods, the

aggregate consideration required to be paid in cash by Holdings or any of the Restricted

Subsidiaries pursuant to binding contracts (the “ Contract Consideration ”) entered into

prior to or during such period relating to Permitted Business Acquisitions, other

permitted Investments in third parties made pursuant to Section 6.04 , joint ventures,

capital expenditures or acquisitions of intellectual property to be consummated or made

during the period of four consecutive fiscal quarters of Holdings following the end of

such period; provided that, to the extent the aggregate amount of consideration actually

86

utilized to finance such Permitted Business Acquisitions, Investments, joint ventures,

capital expenditures or acquisitions of intellectual property during such period of four

consecutive fiscal quarters is less than the Contract Consideration, the amount of such

shortfall shall, to the extent it was deducted in the prior period, be added to the required

prepayment pursuant to this Section 2.09(c) in respect of the next Excess Cash Flow

Period; provided further that any amounts deducted pursuant to this sub- clause (D) may

not be deducted in any period in which such consideration is actually paid.

(2) No such payment shall be required pursuant to this Section 2.09(c) if such

amount in respect of any fiscal year is equal to or less than the greater of 10% of Closing Date EBITDA

and 10% of Consolidated EBITDA with respect to such fiscal year.  If at the time that any such

prepayment would be required pursuant to this clause (c) , the Borrower is required to repay or repurchase

or to offer to repurchase or repay Pari Passu Lien Debt pursuant to the terms of the documentation

governing such Indebtedness with such Excess Cash Flow (such Indebtedness required to be offered to be

so repurchased, “ Other Applicable ECF Indebtedness ”), then the Borrower may apply such Excess

Cash Flow on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of

the Term Loans and Other Applicable Indebtedness at such time); provided , that the portion of such

Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of such

Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the

terms thereof, and the remaining amount, if any, of such Excess Cash Flow shall be allocated to the Term

Loans (in accordance with the terms hereof); provided , further , that to the extent the holders of Other

Applicable ECF Indebtedness decline to have such Indebtedness repurchased or repaid with such Excess

Cash Flow, the declined amount of such Excess Cash Flow shall promptly (and in any event within ten

(10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance

with the terms hereof (to the extent such Excess Cash Flow would otherwise have been required to be so

applied if such Other Applicable ECF Indebtedness was not then outstanding).

(d) Notwithstanding anything in this Section 2.09 to the contrary, any Lender may

elect, by written notice to the Administrative Agent at least one (1) Business Day prior to the required

prepayment date, to decline all or any portion of any mandatory prepayment of its Term Loans pursuant

to this Section 2.09 , in which case the aggregate amount of the prepayment that would have been applied

to prepay Term Loans but was so declined may be retained by the Borrower and used for any general

corporate purpose not prohibited by this Agreement.

(e) Prepayment of the Term Loans from Net Cash Proceeds and Excess Cash Flow

shall be applied without penalty or premium (but subject to Section 2.14 ) to installments as directed by

the Borrower (or, absent such direction, in direct order of maturity of Term Loans under Section

2.07(a)(i) ); provided that any Incremental Term Loans, Other Term Loans or Extended Term Loans shall

be applied in the order specified in the applicable Permitted Amendment.

(f) Notwithstanding the foregoing provisions of this Section 2.09 , to the extent any

Net Cash Proceeds or Excess Cash Flow is attributable to a Foreign Subsidiary, each payment pursuant to

Section 2.09(a) , Section 2.09(b) and Section 2.09(c) shall not be required to the extent repatriation of

such amounts (a) would be prohibited or restricted under applicable local law and (b) would result or

reasonably be expected to result in material adverse tax consequences (including, as a result of any

withholding tax or the upstreaming of cash) to any Parent Entity, the Borrower or any Subsidiary as

determined in good faith by the Borrower at the time the corresponding payments would otherwise be

required to be made pursuant to Section 2.09(a) , 2.09(b) , or Section 2.09(c) .  The non-application of the

prepayment amounts as a consequence of this Section 2.09(f) will not, for the avoidance of doubt,

87

constitute a Default or an Event of Default, and such amounts shall be available for working capital or

other purposes of the applicable Foreign Subsidiary (or any other Foreign Subsidiary).

(g) Any prepayments required after the application of this Section 2.09 shall be net

of any costs, expenses or Taxes incurred by the Borrower or any of its Affiliates or Restricted

Subsidiaries as a result of complying with this Section 2.09 , and the Borrower and the Restricted

Subsidiaries shall be permitted to make, directly or indirectly, dividends or distributions, to their

Affiliates and Parent Entities to cover such Tax liability, costs or expenses.

(h) In the event that the aggregate Revolving Facility Credit Exposure of any Class

exceeds the total Revolving Facility Commitments of such Class, the Borrower shall first prepay

Swingline Borrowings of such Class, second prepay Revolving Facility Borrowings of such Class, and

third provide Cash Collateral in respect of outstanding Letters of Credit pursuant to Section 2.22(j) in an

aggregate amount equal to such excess.

Section 2.10 Fees .

(a) The Borrower agrees to pay to (x) JPMorgan Chase Bank, N.A., for its own

account, the fees set forth in the JPMorgan Fee Letter at the times specified therein and (y) to Xxxxx Fargo

Securities, LLC, for its own account, the fees set forth in the Xxxxx Fargo Fee Letter at the times specified

therein.

(b) The Borrower agrees to pay to the Administrative Agent for the account of each

Revolving Facility Lender (other than a Defaulting Lender), on the last Business Day of each fiscal

quarter (commencing on the last Business Day of the first full fiscal quarter after the Closing Date) and on

the date on which the Revolving Facility Commitments of all the Revolving Facility Lenders shall be

terminated as provided herein, a commitment fee (a “ Commitment Fee ”) in Dollars on the daily amount

of the applicable Available Unused Commitment of such Revolving Facility Lender during the preceding

quarter (or other period commencing with the Closing Date or ending with the date on which the last of

the Revolving Facility Commitments of such Revolving Facility Lender shall be terminated) at a rate

equal to the Applicable Commitment Fee.  All Commitment Fees shall be computed on the basis of the

actual number of days elapsed (including the first day but excluding the last) in a year of three hundred

and sixty (360) days.  The Commitment Fee due to each Revolving Facility Lender shall commence to

accrue on the Closing Date and shall cease to accrue on the date on which the last of the Revolving

Facility Commitments of such Lender shall be terminated as provided herein.

(c) The Borrower agrees to pay from time to time (i) to the Administrative Agent for

the account of each Revolving Facility Lender of each Class (other than a Defaulting Lender, it being

understood that at any time any Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C

Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank

for its own account), on the last Business Day of each fiscal quarter (commencing on the last Business

Day of the first full fiscal quarter after the Closing Date) and on the date on which the Revolving Facility

Commitments of all the Revolving Facility Lenders shall be terminated as provided herein, a fee (an “ L/C

Participation Fee ”) in Dollars on such Revolving Facility Lender’s Revolving Facility Percentage of the

daily average Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C

Disbursements) of such Class during the preceding quarter (or other period commencing with the Closing

Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility

Commitments of such Class shall be terminated; provided that any such fees accruing after the date on

which such Revolving Facility Commitments terminate shall be payable on demand) at the rate per

88

annum equal to the Applicable Margin for Term SOFR Revolving Facility Borrowings of such Class

effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) on the last

Business Day of each fiscal quarter (commencing on the last Business Day of the first full fiscal quarter

after the Closing Date) and on the date on which the Revolving Facility Commitments of all the Lenders

shall be terminated (and on the last Business Day of each fiscal quarter thereafter so long as any Letter of

Credit issued by such Issuing Bank shall remain outstanding), a fronting fee in Dollars in respect of each

Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of

such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to

0.125% (or such lesser rate as may be agreed by the Borrower and the applicable Issuing Bank from time

to time) per annum of the daily stated amount of such Letter of Credit, plus (y) in connection with the

issuance, amendment, cancellation, negotiation, presentment, renewal, extension or transfer of any such

Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and

processing fees and charges (collectively, “ Issuing Bank Fees ”).  All L/C Participation Fees and Issuing

Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of

days elapsed (including the first day but excluding the last) in a year of three hundred and sixty (360)

days.

(d) All Fees shall be paid on the dates due, in immediately available funds, to the

Administrative Agent at the Payment Office for distribution, if and as appropriate, among the applicable

Lenders or Issuing Banks.  Once paid, none of the Fees shall be refundable under any circumstances.

Section 2.11 Interest .

(a) The Loans comprising each ABR Borrowing shall bear interest at the ABR plus

the Applicable Margin.

(b) The Loans comprising each SOFR Borrowing shall bear interest at the Term

SOFR for the Interest Period in effect for such Borrowing plus the Applicable Margin.

(c) Following the occurrence and during the continuation of a Specified Event of

Default from the date the Borrower receives written notice of such Specified Event of Default from the

Administrative Agent, the Borrower shall pay interest on overdue amounts hereunder at a rate per annum

equal to (i) in the case of overdue principal of, or interest on, any Loan, 2.0% plus the rate otherwise

applicable to such Loan as provided in the preceding paragraphs of this Section 2.11 or (ii) in the case of

any other overdue amount, 2.0% plus the rate applicable to ABR Loans that are Revolving Facility Loans

as provided in clause (a) of this Section 2.11 .

(d) Each Swingline Loan shall bear interest at the ABR plus the Applicable Margin

for Initial Revolving Loans.

(e) Accrued interest on each Loan shall be payable in arrears (i) on each Interest

Payment Date for such Loan, (ii) in the case of Revolving Facility Loans, upon termination of the

applicable Revolving Facility Commitments and (iii) in the case of Term Loans, on the applicable Term

Facility Maturity Date; provided that (A) default interest accrued pursuant to paragraph (c) of this

Section 2.11 shall be payable on demand, (B) in the event of any repayment or prepayment of any Loan

(other than a prepayment of a Revolving Facility Loan that is an ABR Loan that is not made in

conjunction with a permanent commitment reduction), accrued interest on the principal amount repaid or

prepaid shall be payable on the date of such repayment or prepayment and (C) in the event of any

89

conversion of any Term SOFR Loan prior to the end of the current Interest Period therefor, accrued

interest on such Loan shall be payable on the effective date of such conversion.

(f) All interest hereunder shall be computed on the basis of a year of three hundred

and sixty (360) days, except that interest computed by reference to the ABR when based on the Prime

Rate, shall be computed on the basis of a year of three hundred and sixty-five (365) days (or three

hundred and sixty-six (366) days in a leap year), and, in each case, shall be payable for the actual number

of days elapsed (including the first day but excluding the last day; provided that if a Loan is outstanding

for only one (1) day it shall accrue interest for such day).  The applicable ABR or Term SOFR shall be

determined by the Administrative Agent, and such determination shall be conclusive absent manifest

error.

Section 2.12 Alternate Rate of Interest. If prior to the commencement of any Interest

Period for a SOFR Borrowing:

(a) the Administrative Agent determines (which determination shall be conclusive

absent manifest error) that adequate and reasonable means do not exist for ascertaining the Term SOFR

for such Interest Period; or

(b) the Administrative Agent is advised by the Required Lenders that the Term

SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or

maintaining their Loans included in such Borrowing for such Interest Period (each of clause (a) and (b) , a

“ Market Disruption Event ”);

then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by

telephone, facsimile transmission or PDF attachment to an e-mail as promptly as practicable thereafter

and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving

rise to such notice no longer exist, any Interest Election Request that requests the conversion of any

applicable Borrowing to, or continuation of any such Borrowing as, a SOFR Borrowing shall be

ineffective and such Borrowing shall be converted to or continued as an ABR Borrowing on the last day

of the Interest Period applicable thereto.  During any period in which a Market Disruption Event is in

effect, the Borrower may request that the Administrative Agent request the Required Lenders to confirm

that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that

(A) the Borrower shall not be permitted to submit any such request more than once in any thirty (30)-day

period and (B) nothing contained in this Section 2.12 or the failure to provide confirmation of the

continued effectiveness of such Market Disruption Event shall in any way affect the Administrative

Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as

provided in this Section 2.12 .  If the Required Lenders have not confirmed within ten (10) Business Days

after request of such report from the Borrower that a Market Disruption Event has occurred, then such

Market Disruption Event shall be deemed to be no longer existing.

Section 2.13 Increased Costs

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit,

compulsory loan, insurance charge or similar requirement against assets of, deposits with or for

90

the account of, or credit extended by, any Lender (except any such reserve requirement reflected

in the Term SOFR) or Issuing Bank;

(ii) subject any Recipient to any Taxes (other than Indemnified Taxes and

Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations,

or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender or Issuing Bank any other condition, cost or

expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter

of Credit issued hereunder or participation therein,

and the result of any of the foregoing shall be to increase the cost to such Lender of making or

maintaining any such Loan (or of maintaining its obligation to make any such Loan) or to increase the

cost to such Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit or

reduce the amount of any sum received or receivable by such Lender, Recipient or Issuing Bank

hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Xxxxxx,

Recipient or Issuing Bank, as applicable, such additional amount or amounts as will compensate such

Lender, Recipient or Issuing Bank, as applicable, for such additional costs incurred or reduction suffered.

(b) If any Lender or Issuing Bank determines that any Change in Law regarding

capital or liquidity requirements has or would have the effect of reducing the rate of return on such

Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company,

if any, as a consequence of this Agreement or the Loans or Commitments made by, or participations in

Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such issuing

Bank, to a level below that which such Lender or such Lender’s or Issuing Bank’s holding company could

have achieved but for such Change in Law (taking into consideration such Xxxxxx’s or Issuing Bank’s

policies and the policies of such Xxxxxx’s or such Issuing Bank’s holding company with respect to capital

adequacy and liquidity), then from time to time the Borrower shall pay to such Lender or such Issuing

Bank, as applicable, such additional amount or amounts as will compensate such Lender or such Issuing

Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

Notwithstanding any other provision herein, no Lender nor Issuing Bank shall demand compensation

pursuant to this Section 2.13(b) as a result of a change in law resulting from Basel III or the Xxxx-Xxxxx

Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or

practice of such Lender or Issuing Bank to demand such compensation from similarly situated borrowers

(to the extent that, with respect to such change in law, such Lender or Issuing Bank has the right to do so

under its credit facilities with similarly situated borrowers).

(c) A certificate of a Lender or Issuing Bank setting forth the amount or amounts

necessary to compensate such Lender or Issuing Bank or its holding company, as applicable, as specified

in paragraph (a) or (b) of this Section 2.13 shall be delivered to the Borrower and shall be conclusive

absent manifest error.  The Borrower shall pay such Lender or Issuing Bank, as applicable, the amount

shown as due on any such certificate within ten (10) days after receipt thereof.

(d) Promptly after any Lender or Issuing Bank has determined that it will make a

request for increased compensation pursuant to this Section 2.13 , such Lender or Issuing Bank shall

notify the Borrower thereof.  Failure or delay on the part of any Lender or Issuing Bank to demand

compensation pursuant to this Section 2.13 shall not constitute a waiver of such Lender’s or Issuing

Bank’s right to demand such compensation; provided that the Borrower shall not be required to

compensate a Lender or Issuing Bank pursuant to this Section 2.13 for any increased costs or reductions

91

incurred more than one hundred and eighty (180) days prior to the date that such Lender or Issuing Bank,

as applicable, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions

and of such Xxxxxx’s or Issuing Bank’s intention to claim compensation therefor; provided , further , that

if the Change in Law giving rise to such increased costs or reductions is retroactive, then the one hundred

and eighty (180) day period referred to above shall be extended to include the period of retroactive effect

thereof.

Section 2.14 Break Funding Payments .  In the event of (a) the payment of any

principal of any Term SOFR Loan other than on the last day of an Interest Period applicable thereto

(including as a result of an Event of Default), (b) the conversion of any Term SOFR Loan other than on

the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay

any Term SOFR Loan on the date specified in any notice delivered pursuant hereto, or (d) the assignment

of any Term SOFR Loan other than on the last day of the Interest Period applicable thereto as a result of a

request by the Borrower pursuant to Section 2.17 , then, in any such event, the Borrower shall compensate

each Lender for the loss, cost and expense attributable to such event.  In the case of a Term SOFR Loan,

such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender to

be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of

such Loan had such event not occurred, at the Term SOFR that would have been applicable to such Loan,

for the period from the date of such event to the last day of the then current Interest Period therefor (or, in

the case of a failure to borrow, convert or continue a Term SOFR Loan, for the period that would have

been the Interest Period for such Loan) over (ii) the amount of interest which would accrue on such

principal amount for such period at the interest rate which such Lender would bid were it to bid, at the

commencement of such period, for deposits in Dollars of a comparable amount and period from other

banks in the secured overnight financing market.  A certificate of any Lender setting forth any amount or

amounts that such Lender is entitled to receive pursuant to this Section 2.14 shall be delivered to the

Borrower and shall be conclusive absent manifest error.  The Borrower shall pay such Lender the amount

shown as due on any such certificate within ten (10) days after receipt thereof.

Section 2.15 Taxes .

(a) Any and all payments by or on account of any obligation of any Loan Party

hereunder or under any Loan Document shall be made free and clear of and without deduction or

withholding for any Taxes, except as required by applicable law; provided that if a Loan Party or the

Administrative Agent shall be required to deduct or withhold any Taxes from such payments, then (i) if

such Tax is an Indemnified Tax, the sum payable by such Loan Party shall be increased as necessary so

that after making all required deductions or withholdings (including deductions or withholdings

applicable to additional sums payable under this Section 2.15 ) the Administrative Agent or Lender, as

applicable, receives an amount equal to the amount it would have received had no such deductions or

withholdings been made, (ii) such Loan Party or the Administrative Agent shall be entitled to make such

deductions or withholdings and (iii) such Loan Party or the Administrative Agent shall timely pay the full

amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.

(b) In addition, the Loan Parties shall timely pay to the relevant Governmental

Authority in accordance with applicable law, or at the option of the Administrative Agent timely

reimburse it for the payment of, any Other Taxes.

(c) Each Loan Party shall indemnify the Administrative Agent and each Lender,

within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes

(including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this

92

Section 2.15 ) payable or paid by the Administrative Agent or such Lender, as applicable, or required to

be withheld or deducted from a payment to the Administrative Agent or such Lender, as applicable, and

any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes

were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to

the amount of such payment or liability delivered to such Loan Party by a Lender (with a copy to the

Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall

be conclusive absent manifest error.

(d) As soon as practicable after any payment of Taxes by a Loan Party to a

Governmental Authority, such Loan Party shall deliver to the Administrative Agent the original or a

certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of

the return reporting such payment or other evidence of such payment reasonably satisfactory to the

Administrative Agent.

(e) (i) Any Lender that is entitled to an exemption from or reduction of withholding

Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the

Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative

Agent, such properly completed and executed documentation reasonably requested by the Borrower or the

Administrative Agent as will permit such payments to be made without withholding or at a reduced rate

of withholding.  In addition, any Lender, if reasonably requested by the Borrower or the Administrative

Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by

the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to

determine whether or not such Lender is subject to backup withholding or information reporting

requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the completion,

execution and submission of such documentation (other than such documentation set forth in Section

2.15(e)(ii)(A) , (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such

completion, execution or submission would subject such Lender to any material unreimbursed cost or

expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing, in the event that the

Borrower is a U.S. person under Section 7701(a)(30) of the Code,

(A) any Lender that is a U.S. person under Section 7701(a)(30) of

the Code  shall deliver to the Borrower and the Administrative Agent on or prior to the

date on which such Lender becomes a Lender under this Agreement (and from time to

time thereafter upon the reasonable request of the Borrower or the Administrative Agent),

executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S.

federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do

so, deliver to the Borrower and the Administrative Agent (in such number of copies as

shall be requested by the recipient) on or prior to the date on which such Foreign Lender

becomes a Lender under this Agreement (and from time to time thereafter upon the

reasonable request of the Borrower or the Administrative Agent), whichever of the

following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of

an income tax treaty to which the United States is a party (x) with respect to

payments of interest under any Loan Document, executed copies of IRS Form

93

W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or

reduction of, U.S. federal withholding Tax pursuant to the “interest” article of

such tax treaty and (y) with respect to any other applicable payments under any

Loan Document, IRS Form W-8BEN or W-8BEN-E, as applicable, establishing

an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the

“business profits” or “other income” article of such tax treaty;

(2) executed copies of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of

the exemption for portfolio interest under Section 881(c) of the Code, (x) a

certificate to the effect that such Foreign Lender is not a “bank” within the

meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the

Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a

“controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a

“ U.S. Tax Compliance Certificate ”) and (y) executed copies of IRS Form

W-8BEN or W-8BEN-E, as applicable; or

(4) to the extent a Foreign Lender is not the beneficial

owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form

W-8ECI, IRS Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax

Compliance Certificate, IRS Form W-9, and/or other certification documents

from each beneficial owner, as applicable; provided that if the Foreign Lender is

a partnership and one or more direct or indirect partners of such Foreign Lender

are claiming the portfolio interest exemption, such Foreign Lender may provide a

U.S. Tax Compliance Certificate on behalf of each such direct and indirect

partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do

so, deliver to the Borrower and the Administrative Agent (in such number of copies as

shall be requested by the recipient) on or prior to the date on which such Foreign Lender

becomes a Lender under this Agreement (and from time to time thereafter upon the

reasonable request of the Borrower or the Administrative Agent), executed copies of any

other form prescribed by applicable law as a basis for claiming exemption from or a

reduction in U.S. federal withholding Tax, duly completed, together with such

supplementary documentation as may be prescribed by applicable law to permit the

Borrower or the Administrative Agent to determine the withholding or deduction

required to be made; and

(D) if a payment made to a Lender under any Loan Document would

be subject to U.S. federal withholding Tax imposed by FATCA if such Xxxxxx were to

fail to comply with the applicable reporting requirements of FATCA (including those

contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall

deliver to the Borrower and the Administrative Agent at the time or times prescribed by

law and at such time or times reasonably requested by the Borrower or the Administrative

Agent such documentation prescribed by applicable law (including as prescribed by

Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably

requested by the Borrower or the Administrative Agent as may be necessary for the

Xxxxxxxx and the Administrative Agent to comply with their obligations under FATCA

94

and to determine that such Xxxxxx has complied with such Xxxxxx’s obligations under

FATCA or to determine the amount to deduct and withhold from such payment.  Solely

for purposes of this clause (D) , “FATCA” shall include any amendments made to

FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or

inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and

the Administrative Agent in writing of its legal inability to do so.

(f) [Reserved].

(g) If the Administrative Agent or any Lender receives a refund of any Indemnified

Taxes or Other Taxes as to which it has been indemnified by a Loan Party or with respect to which such

Loan Party has paid additional amounts, in each case pursuant to this Section 2.15 , it shall pay an amount

equal to such refund to such Loan Party (but only to the extent of indemnity payments made, or additional

amounts paid, by such Loan Party under this Section 2.15 with respect to the Indemnified Taxes or Other

Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such

Xxxxxx (including any Taxes imposed with respect to such refund) as is determined by the Administrative

Agent or such Lender in good faith, and without interest (other than any interest paid by the relevant

Governmental Authority with respect to such refund); provided that such Loan Party, upon the request of

the Administrative Agent or such Xxxxxx, agrees to repay as soon as reasonably practicable the amount

paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant

Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative

Agent or such Lender is required to repay such refund to such Governmental Authority.  Notwithstanding

anything to the contrary in this paragraph (g) , in no event will the Administrative Agent or any Lender

be required to pay any amount to a Loan Party pursuant to this paragraph (g) the payment of which would

place the Administrative Agent or such Lender in a less favorable net after-Tax position than the

Administrative Agent or such Lender would have been in if the Tax subject to indemnification and giving

rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification

payments or additional amounts with respect to such Tax had never been paid.  This Section 2.15 shall

not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or

any other information relating to its Taxes which it deems, in good faith, to be confidential) to the Loan

Parties or any other person.

(h) Each Lender shall severally indemnify the Administrative Agent, within ten (10)

days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the

extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified

Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such

Xxxxxx’s failure to comply with the provisions of Section 9.04(d) relating to the maintenance of a

Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are

payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable

expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally

imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such

payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent

manifest error.  Each Lender hereby authorizes the Administrative Agent to set off and apply any and all

amounts at any time owing to such Lender under any Loan Document or otherwise payable by the

Administrative Agent to the Lender from any other source against any amount due to the Administrative

Agent under this paragraph (h) .

95

(i) For purposes of this Section 2.15 , the term “Lender” includes any Issuing Bank.

Section 2.16 Payments Generally; Pro Rata Treatment; Sharing of Set-offs .

(a) Unless otherwise specified, the Borrower shall make each payment required to be

made by it hereunder (whether of principal, interest, fees or reimbursement of L/C Disbursements, or of

any amounts payable under Section 2.13 , Section 2.14 , Section 2.15 , or otherwise) prior to 2:00 p.m.,

New York City time, at the Payment Office, except that payments to be made directly to the applicable

Issuing Bank or the Swingline Lender shall be made as expressly provided herein and payments pursuant

to Section 2.13 , Section 2.14 , Section 2.15 and Section 9.05 shall be made directly to the persons entitled

thereto, on the date when due, in immediately available funds, without condition or deduction for any

defense, recoupment, set-off or counterclaim.  Any amounts received after such time on any date may, in

the discretion of the Administrative Agent, be deemed to have been received on the next succeeding

Business Day for purposes of calculating interest thereon.  The Administrative Agent shall distribute any

such payments received by it for the account of any other person to the appropriate recipient promptly

following receipt thereof and shall make settlements with the Lenders with respect to other payments at

the times and in the manner provided in this Agreement.  If any payment hereunder shall be due on a day

that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day,

and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such

extension.  Any payment required to be made by the Administrative Agent hereunder shall be deemed to

have been made by the time required if the Administrative Agent shall, at or before such time, have taken

the necessary steps to make such payment in accordance with the regulations or operating procedures of

the clearing or settlement system used by the Administrative Agent to make such payment.

(b) Except as otherwise provided in this Agreement, if (i) at any time insufficient

funds are received by and available to the Administrative Agent from the Borrower to pay fully all

amounts of principal, interest and fees then due from the Borrower hereunder or (ii) at any time an Event

of Default shall have occurred and be continuing and the Administrative Agent shall receive proceeds of

Collateral in connection with the exercise of remedies, such funds shall be applied in accordance with

Section 5.02 of the Collateral Agreement.

(c) Except as otherwise provided in this Agreement, if any Lender shall, by

exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of,

or interest on, or fees payable to all Lenders hereunder of a certain Class with respect to, any Term Loans,

Revolving Facility Loans or participations in L/C Disbursements or Swingline Loans of a given Class

resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Term

Loans, Revolving Facility Loans or participations in L/C Disbursements and Swingline Loans of such

Class and such accrued interest or fees thereon, than the proportion received by any other Lender in such

Class, then the Lender receiving such greater proportion shall purchase (for cash at face value)

participations in the Term Loans, Revolving Facility Loans, L/C Disbursements and Swingline Loans of

such Class of such other Lenders in such Class to the extent necessary so that the benefit of all such

payments shall be shared by all such Lenders in such Class ratably in accordance with the aggregate

amount of principal of and accrued interest on their respective Term Loans, Revolving Facility Loans and

participations in L/C Disbursements and Swingline Loan of such Class; provided that (i) if any such

participations are purchased and all or any portion of the payment giving rise thereto is recovered, such

participations shall be rescinded and the purchase price restored to the extent of such recovery, without

interest, and (ii) the provisions of this paragraph (c) shall not be construed to apply to any payment made

by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment

obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans

96

or participations in L/C Disbursements to any assignee or participant, other than to the Borrower or any

other Subsidiary or Affiliate thereof in an assignment not permitted by this Agreement (as to which the

provisions of this paragraph (c) shall apply).  The Borrower consents to the foregoing and agrees, to the

extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to

the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with

respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the

amount of such participation.

(d) Unless the Administrative Agent shall have received notice from the Borrower

prior to the date on which any payment is due to the Administrative Agent for the account of the relevant

Lenders or the applicable Issuing Banks hereunder that the Borrower will not make such payment, the

Administrative Agent may assume that the Borrower has made such payment on such date in accordance

herewith and may, in reliance upon such assumption, distribute to the relevant Lenders or the applicable

Issuing Bank, as applicable, the amount due.  In such event, if the Borrower has not in fact made such

payment, then each of the relevant Lenders or Issuing Banks, as applicable, severally agrees to repay to

the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank

with interest thereon, for each day from and including the date such amount is distributed to it to but

excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a

rate determined by the Administrative Agent in accordance with banking industry rules on interbank

compensation.

(e) If any Lender shall fail to make any payment required to be made by it pursuant

to Section 2.04(b) or Section 2.16(d) , then the Administrative Agent may, in its discretion

(notwithstanding any contrary provision hereof), apply any amounts thereafter received by the

Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under Section

2.04(b) or Section 2.16(d) , as applicable, until all such unsatisfied obligations are fully paid.

With respect to any payment that the Administrative Agent makes for the account of the

Lenders or Issuing Banks as to which the Administrative Agent determines (which determination shall be

conclusive absent manifest error) that any of the following applies (such payment referred to as the

“ Rescindable Amount ”): (1) the Borrower has not in fact made such payment; (2) the Administrative

Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed);

or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each

of the Lenders and Issuing Banks, as applicable, severally agrees to repay to the Administrative Agent

forthwith on demand the Rescindable Amount so distributed to such Lender or Issuing Bank, in

immediately available funds with interest thereon, for each day from and including the date such amount

is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the

Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking

industry rules on interbank compensation.

Notwithstanding anything to the contrary, to the extent the Administrative Agent receives

a payment or other amount after the date such payment or other amount is due, the Administrative Agent,

in its sole discretion, may distribute such payment or other amount to the relevant Lender of record (or

other person of record entitled to such payment) as of the date such payment or other amount is received

by the Administrative Agent.

97

Section 2.17 Mitigation Obligations; Replacement of Lenders .

(a) If any Lender requests compensation under Section 2.13 , or if the Borrower is

required to pay any additional amount to any Lender or any Governmental Authority for the account of

any Lender pursuant to Section 2.15 , then such Lender shall (at the request of the Borrower) use

reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to

assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the

reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce

amounts payable pursuant to Section 2.13 or Section 2.15 , as applicable, in the future and (ii) would not

subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to

such Lender.  The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any

Lender in connection with any such designation or assignment.

(b) If any Lender requests compensation under Section 2.13 , or if the Borrower is

required to pay any additional amount to any Lender or any Governmental Authority for the account of

any Lender pursuant to Section 2.15 and, in each case, such Lender has declined or is unable to designate

a different lending office in accordance with paragraph (a) of this Section 2.17 , or if any Lender is a

Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and

the Administrative Agent, either

(i) so long as no Default or Event of Default has occurred and is continuing,

(x) prepay such Xxxxxx’s outstanding Loans hereunder in full on a non- pro rata basis, together

with any interest, fees and other amounts with respect thereto, without premium or penalty and

(y) terminate the unused amount of the Commitments of any Revolving Facility Lender that is a

Defaulting Lender,

(ii) require such Lender to assign and delegate, without recourse (in

accordance with and subject to the restrictions contained in Section 9.04 ), all its interests, rights

(other than existing rights to payments pursuant to Section 2.13 or Section 2.15 ) and obligations

under this Agreement to an assignee that shall assume such obligations (which assignee may be

another Lender, if a Lender accepts such assignment); provided that (A) the Borrower shall have

received the prior written consent of the Administrative Agent (and, if in respect of any

Revolving Facility Commitment or Revolving Facility Loan, the Swingline Lender and the

Issuing Banks), which consent, in each case, shall not unreasonably be withheld or delayed and

(B) such Lender shall have received payment of an amount equal to the outstanding principal of

its Loans and participations in L/C Disbursements and Swingline Loans, accrued interest thereon,

accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of

such outstanding principal, participations in L/C Disbursements and Swingline Loans and accrued

interest and fees) or the Borrower (in the case of all other amounts), and

(iii) in the case of any such assignment resulting from a claim for

compensation under Section 2.13 or payments required to be made pursuant to Section 2.15 , such

assignment will result in a reduction in such compensation or payments.

No action by or consent of the replaced Lender shall be necessary in connection with such removal or

assignment, in the case of clause (ii) above, which shall be immediately and automatically effective upon

payment of such purchase price.  Nothing in this Section 2.17 shall be deemed to prejudice any rights that

the Borrower may have against any Lender that is a Defaulting Lender. In connection with any such

assignment, the Borrower, the Administrative Agent, such replaced Xxxxxx and the replacement Lender

98

shall otherwise comply with Section 9.04 ; provided that if such replaced Xxxxxx does not comply with

Section 9.04 within three (3) Business Days after the Borrower’s request, compliance with Section 9.04

shall not be required to effect such assignment.

(c) If any Lender (such Lender, a “ Non-Consenting Lender ”) has failed to consent

to a proposed amendment, waiver, discharge or termination which, pursuant to the terms of Section 9.08 ,

requires the consent of all of the Lenders affected or all Lenders, or all Lenders affected or all Lenders of

a particular Class, and with respect to which the Required Lenders or the Required Class Lenders, as

applicable, shall have granted their consent, then the Borrower shall have the right (unless such Non-

Consenting Lender grants such consent) at its sole expense, to either

(i) so long as no Default or Event of Default has occurred and is continuing,

(x) prepay such Xxxxxx’s outstanding Loans hereunder in full on a non- pro rata basis, together

with any interest, fees and other amounts with respect thereto, including the Prepayment Premium

if applicable and (y) terminate the unused amount of the Commitments of any Revolving Facility

Lender that is a Non-Consenting Lender or

(ii) replace such Non-Consenting Lender by deeming such Non-Consenting

Lender to have assigned its Loans, Commitments and participations in Letters of Credit and

Swingline Loans hereunder to one or more assignees reasonably acceptable to the Administrative

Agent (and, if in respect of any Revolving Facility Commitment or Revolving Facility Loan, the

Swingline Lender and the Issuing Banks);

provided that

(A) all Obligations of the Borrower owing to such Non-Consenting Lender

(including accrued Fees and any amounts due under Section 2.08(b) , Section 2.13 , Section 2.14

or Section 2.15 ) being removed or replaced shall be paid in full to such Non-Consenting Lender

concurrently with such removal or assignment and

(B) in the case of clause (ii) above, the replacement Lender shall purchase

the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount

thereof (and, if applicable, the amount of participations in Letters of Credit and Swingline Loans)

plus accrued and unpaid interest thereon.

No action by or consent of the Non-Consenting Lender shall be necessary in connection with such

removal or assignment, in the case of clause (ii) above, which shall be immediately and automatically

effective upon payment of such purchase price.  In connection with any such assignment, the Borrower,

the Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise

comply with Section 9.04 ; provided that if such Non-Consenting Lender does not comply with Section

9.04 within three (3) Business Days after the Borrower’s request, compliance with Section 9.04 shall not

be required to effect such assignment.

Section 2.18 Illegality .  If any Lender reasonably determines that any change in law

has made it unlawful, or if any Governmental Authority has asserted after the Closing Date that it is

unlawful, for any Lender or its applicable lending office to make or maintain any Term SOFR Loans,

then, upon notice thereof by such Xxxxxx to the Borrower through the Administrative Agent, any

obligations of such Lender to make or continue Term SOFR Loans or to convert ABR Borrowings to

SOFR Borrowings shall be suspended until such Xxxxxx notifies the Administrative Agent and the

Borrower that the circumstances giving rise to such determination no longer exist.  Upon receipt of such

99

notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent),

convert all SOFR Borrowings of such Lender to ABR Borrowings, either on the last day of the Interest

Period therefor, if such Lender may lawfully continue to maintain such SOFR Borrowings to such day, or

immediately, if such Lender may not lawfully continue to maintain such Loans.  Upon any such

conversion, the Borrower shall also pay accrued interest on the amount so converted.

Section 2.19 Incremental Facilities .

(a) At any time and from time to time, subject to the terms and conditions set forth

herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent

shall promptly deliver a copy to each of the Lenders), add additional Term Loans to and existing Term

Facility or add one or more additional tranches of Term Loans (collectively, the “ Incremental Term

Loans ”; each such increase or tranche, an “ Incremental Term Facility ” ) or add one or more increases in

the Revolving Facility Commitments of any Class or add one or more new tranches of revolving

commitments (collectively, the “ Incremental Revolving Facility Commitment ”, and the Loans

established thereunder, the “ Incremental Revolving Loans ”; each such increase or tranche, an

“ Incremental Revolving Facility ”; and the Incremental Revolving Facility Commitments, together with

the Incremental Term Loans, the “ Incremental Increases ”).  Notwithstanding anything to the contrary

herein, the aggregate or committed amount of the Incremental Increase shall not exceed an amount equal

to the sum of (i) the Fixed Incremental Amount, plus (ii) the Ratio Amount (the sum of the Fixed

Incremental Amount and the Ratio Amount, the “ Incremental Amount ”).  Calculation of the Incremental

Amount shall be made on Pro Forma Basis.  Each tranche of Incremental Term Loans and/or the

establishment of Incremental Revolving Facility Commitments shall be in an integral multiple of $1.0

million and in an aggregate principal amount that is not less than $10.0 million (or such lesser minimum

amount approved by the Administrative Agent in its reasonable discretion); provided that such amount

may be less than the applicable minimum amount or integral multiple amount if such amount represents

all the remaining availability under the Fixed Incremental Amount or the Ratio Amount.

(b) Each notice from the Borrower pursuant to this Section 2.19 shall set forth the

requested amount and proposed terms of the relevant Incremental Increase.  Incremental Increases may be

provided by any existing Lender (it being understood that no existing Lender will have an obligation to

provide, and the Borrower shall have no obligation to offer any existing Lender the opportunity to provide

any commitment for, any Incremental Increase), in each case, on terms permitted under this Section 2.19 ,

or any Additional Lender; provided that the Administrative Agent, and in the case of Incremental

Revolving Facility Commitments, the Issuing Banks and the Swingline Lender, shall have consented (in

each case, such consent not to be unreasonably withheld, delayed or conditioned) to any Additional

Lender’s providing such Incremental Increase if such consent by the Administrative Agent would be

required under Section 9.04 for an assignment of Loans or Commitments to such Additional Lender.

Each Incremental Facility shall become effective pursuant to an amendment (each, an “ Incremental

Facility Amendment ”) to this Agreement and, as appropriate, the other Loan Documents, executed by

the Borrower, each Lender or Additional Lender providing such Incremental Facility (but without the

consent of any other Lender) and the Administrative Agent (and, as applicable, the Issuing Banks and

Swingline Lender).  The Administrative Agent shall promptly notify each Lender as to the effectiveness

of each Incremental Facility Amendment.  Each of the parties hereto hereby agrees that, upon the

effectiveness of any Incremental Facility Amendment, this Agreement and the other Loan Documents, as

applicable, shall be deemed amended to the extent (but only to the extent) necessary to reflect the

existence and terms of the Incremental Facility and the Incremental Increase evidenced thereby.

100

Upon each increase in Revolving Facility Commitments in accordance with this Section 2.19 , (i)

each Revolving Facility Lender of the Class being increased immediately prior to such increase will

automatically and without further act be deemed to have assigned to each Lender or Additional Lender

providing such Incremental Revolving Facility Commitments (each, an “ Incremental Revolving

Lender ”) in respect of such increase, and each such Incremental Revolving Lender providing such

increase will automatically and without further act (other than as set forth in the following clause (ii)) be

deemed to have assumed, a portion of such Revolving Facility Lender’s Revolving Facility Loans of such

Class and participations hereunder in outstanding Letters of Credit and Swingline Loans of such Class

such that, after giving effect to each such assignment and acceptance of participations, the percentage of

the aggregate outstanding (A) participations hereunder in Letters of Credit of such Class and (B)

participations hereunder in Swingline Loans of such Class shall be held on a pro rata basis on the basis of

their respective Revolving Facility Commitments of such Class (after giving effect to any increase in the

Revolving Facility Commitment of such Class pursuant to this Section 2.19 ) and (ii) the Administrative

Agent may, take any and all actions as may be reasonably necessary to ensure that, after giving effect to

such Incremental Revolving Facility Commitments, the percentage of the aggregate Revolving Facility

Commitments of such Class held by each Revolving Facility Lender (including each such Incremental

Revolving Lender) will equal the percentage of such Class of the aggregate Revolving Facility

Commitments of all Revolving Facility Lenders represented by each Revolving Facility Lender’s

Revolving Facility Commitment of such Class (which may be accomplished, at the discretion of the

Administrative Agent following consultation with the Borrower, (i) by requiring the outstanding

Revolving Facility Loans of such Class to be prepaid with the proceeds of a new Borrowing, (ii) by

causing non-increasing Revolving Facility Lenders of such Class to assign portions of their outstanding

Revolving Facility Loans and participations in Letters of Credit and Swingline Loans of such Class to

such Incremental Revolving Lenders or (iii) by a combination of the foregoing).

(c) Any Incremental Facility shall be subject to the following terms and conditions:

(i)

(A) no Event of Default shall have occurred and be continuing or

would result from the incurrence of such Incremental Facility; provided that, in the case

of an Incremental Term Facility, the condition set forth in this clause (A) may be waived

or not required (other than with respect to Specified Events of Default) by the persons

providing such Incremental Term Facility if the proceeds of the initial Borrowings under

such Incremental Term Facility will be used to finance, in whole or in part, a Permitted

Business Acquisition or similar Investment; and

(B) the representations and warranties in the Loan Documents will

be true and correct in all material respects (except for representations and warranties that

are already qualified by materiality, which representations and warranties will be true and

correct in all respects) immediately prior to, and after giving effect to, the incurrence of

such Incremental Facility; provided that, in the case of an Incremental Term Facility, the

condition set forth in this clause (B) may be waived or not required (other than with

respect to the Specified Representations) by the persons providing such Incremental Term

Facility if the proceeds of the initial Borrowings under such Incremental Term Facility

will be used to finance, in whole or in part, a Permitted Business Acquisition or similar

Investment,

(ii) without the prior written consent of the Required Lenders,

101

(A) (x) the final maturity date of any such Incremental Term Loans

will be no earlier than the Term Facility Maturity Date of the Closing Date Term Loans

and (y) the final maturity date of any such Incremental Revolving Loans will be no earlier

than the Revolving Facility Maturity Date of the Initial Revolving Loans; provided that

this clause shall not apply to the incurrence of any Incremental Loans pursuant to the

Inside Maturity Exception,

(B) (x) the Weighted Average Life to Maturity of any such

Incremental Term Loans will be no shorter than the remaining Weighted Average Life to

Maturity of the Closing Date Term Loans and (y) the Weighted Average Life to Maturity

of any such Incremental Revolving Loans will be no shorter than the remaining Weighted

Average Life to Maturity of the Initial Revolving Loans; provided that this clause shall

not apply to the incurrence of any Incremental Loans pursuant to the Inside Maturity

Exception; and

(C) subject to clauses (A) and (B) , the amortization schedules

applicable to such Incremental Term Facility shall be as determined by the Borrower and

the Lenders or Additional Lenders thereunder,

(iii) such Incremental Facility shall, at the discretion of the Borrower, (A)

rank pari passu in right of payment with the Obligations, and (B) be secured on a pari passu basis

with the Obligations; provided that, for the avoidance of doubt, any Incremental Equivalent Debt

may either satisfy the foregoing requirements or be subordinated in right to payment to the

Obligations, be secured on a junior basis to the Obligations or be unsecured;

(iv) (i) any Incremental Term Facility may provide for the ability of the

Lenders or Additional Lenders providing such Incremental Facility to participate on a pro rata

basis or less than pro rata basis in any voluntary or mandatory prepayments of the Term Loans,

but not on a greater than pro rata basis to the Closing Date Term Loans (other than (A) any

repayment of such Incremental Term Loans at maturity, and (B) any greater than pro rata

repayment of such Incremental Term Loans with the proceeds of Credit Agreement Refinancing

Indebtedness) and (ii) any Incremental Revolving Facility may provide for the ability to receive

mandatory or voluntary prepayments or permanently repay and terminate Incremental Revolving

Facility Commitments on a pro rata basis or less than pro rata basis with respect to the Initial

Revolving Facility but not on a greater than pro rata basis with respect to the Initial Revolving

Facility;

(v) the interest rate, upfront fees and original issue discount for any

Incremental Increase shall be as determined by the Borrower and the Lenders or Additional

Lenders providing such Incremental Facility; provided that in the event that the interest rate

margins applicable to any Incremental Term Loans (other than any Excluded Incremental

Increase) that are incurred during the first six (6) months following the Closing Date and are

secured on a pari passu basis with the Closing Date Term Loans exceed the interest rate margins

(taking into account any leverage-based pricing grid therein and any comparable leverage-based

pricing grid applicable to such Incremental Term Loans) for the Closing Date Term Loans by

more than 50 basis points, then the interest rate margins for the Closing Date Term Loans shall be

increased to the extent necessary so that such interest rate margins for such Term Loans are equal

to the interest rate margins for such Incremental Term Loans minus 50 basis points;

102

(vi) any other fees payable in connection with any Incremental Increase shall

be as determined by the Borrower and the Lenders or Additional Lenders providing such

Incremental Facility; and

(vii) except as otherwise provided in clauses (i) through (vi) , all other terms

of such Incremental Facility shall be on terms (including subordination terms, if applicable) and

pursuant to documentation to be determined by the Borrower and the providers of the Incremental

Facility; provided that the operational and agency provisions contained in such documentation

shall be reasonably satisfactory to the Administrative Agent and the Borrower.

Notwithstanding the foregoing, any Incremental Facility may be treated as part of the

same Class as any other Credit Facility if such Incremental Facility has identical terms (other than

effective yield) as such other Credit Facility and is fungible for United States federal income tax purposes

with such other Credit Facility.

(d) The proceeds of any Incremental Increase will be used for general corporate

purposes (including financing capital expenditures, Investments, Permitted Business Acquisitions,

Restricted Payments, refinancing of Indebtedness and any other transaction not prohibited hereunder).

(e) At any time and from time to time, subject to the terms and conditions set forth

herein, the Borrower may incur Incremental Equivalent Debt in an aggregate principal amount not to

exceed, as of the date of and after giving effect to the issuance of any such Incremental Equivalent Debt,

the aggregate amount of Incremental Facilities then permitted to be incurred under Section 2.19

(determined assuming that the proceeds of any such Incremental Facilities would have been used for the

same purposes as the proceeds of such Incremental Equivalent Debt); provided that the incurrence of any

Incremental Equivalent Debt shall reduce, on a dollar-for-dollar basis, the aggregate amount of

Incremental Facilities permitted to be incurred under Section 2.19 .

(f) The incurrence of any Incremental Equivalent Debt pursuant to this Section

2.19(f) , shall be subject to the following terms and conditions:

(i) the Borrower shall deliver to the Administrative Agent a certificate of the

Borrower dated as of the date of issuance of the Incremental Equivalent Debt signed by a

Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the

Borrower approving or consenting to the execution and delivery of the applicable financing

documentation in respect of such Incremental Equivalent Debt and the issuance of such

Incremental Equivalent Debt,

(ii) no Event of Default shall have occurred and be continuing or would

result therefrom; provided that the condition set forth in this clause (ii) may be waived or not

required (other than with respect to Specified Events of Default) by the persons providing such

Incremental Equivalent Debt if the proceeds of the initial Borrowings under such Incremental

Equivalent Debt will be used to finance, in whole or in part, a Permitted Business Acquisition or

similar Investment.

(iii) without the prior written consent of the Required Lenders,

(A) (x) the final maturity date of any such term Incremental

Equivalent Debt will be no earlier than the Term Facility Maturity Date of the Closing

Date Term Loans and (y) the final maturity date of any such revolving Incremental

103

Equivalent Debt will be no earlier than the Revolving Facility Maturity Date of the Initial

Revolving Loans, provided that, in each case, this clause shall not apply to the

incurrence of any Incremental Equivalent Debt pursuant to the Inside Maturity Exception;

(B) (x) the Weighted Average Life to Maturity of any such term

Incremental Equivalent Debt will be no shorter than the remaining Weighted Average

Life to Maturity of the Closing Date Term Loans and (y) the Weighted Average Life to

Maturity of any such term Incremental Equivalent Debt will be no shorter than the

remaining Weighted Average Life to Maturity of the Initial Revolving Loans, provided

that this clause shall not apply to the incurrence of any Incremental Equivalent Debt

pursuant to the Inside Maturity Exception and

(C) subject to clauses (A) and (B) , the amortization schedules

applicable to such Incremental Equivalent Debt shall be as determined by the Borrower

and the providers of such Incremental Equivalent Debt,

(iv) such Incremental Equivalent Debt shall, at the discretion of the

Borrower, (A) rank pari passu in right of payment with the Obligations, (B) be subordinated in

right of payment to the Obligations, (C) be secured on a pari passu basis with the Obligations,

(D) be secured on a junior basis to the Obligations or (E) be unsecured; provided that if

subordinated or secured, any intercreditor or lien subordination arrangements shall be reasonably

satisfactory to the Administrative Agent,

(v) any fees payable in connection with such Incremental Equivalent Debt

shall be determined by the Borrower and the arrangers or lenders providing such Incremental

Equivalent Debt,

(vi) any Incremental Equivalent Debt may provide for the ability of the

lenders providing such Incremental Equivalent Debt to participate on a pro rata basis or less than

pro rata basis in any voluntary or mandatory prepayments of the Loans but not on a greater than

pro rata basis to the Closing Date Term Loans and/or Initial Revolving Loans, as applicable

(other than (A) any repayment of such Incremental Equivalent Debt at maturity and (B) any

greater than pro rata repayment of such Incremental Equivalent Debt with the proceeds of

Permitted Refinancing Indebtedness),

(vii) all other terms of such Incremental Equivalent Debt, shall be on terms

(including subordination terms, if applicable) and pursuant to documentation to be determined by

the Borrower and the providers of the Incremental Equivalent Debt, and

(viii) if such Indebtedness is Pari Passu Lien Debt or Junior Lien Debt, a

Senior Representative acting on behalf of the holders of such Incremental Equivalent Debt has

become party to, or is otherwise subject to the provisions of: (A) if such Incremental Equivalent

Debt is Pari Passu Lien Debt, a First Lien Intercreditor Agreement (and, if any Junior Lien

Intercreditor Agreement is then in effect, such Junior Lien Intercreditor Agreement) and (B) if

such Incremental Equivalent Debt is Junior Lien Debt, a Junior Lien Intercreditor Agreement.

This Section 2.19 shall supersede any provisions in Section 9.08 to the contrary.  For the avoidance of

doubt, no existing Lender will be required to provide any Incremental Equivalent Debt and the Borrower

shall have no obligation to offer any existing Lender the opportunity to provide any commitment for any

Incremental Equivalent Debt.

104

Section 2.20 Refinancing Amendments .

At any time and from time to time, the Borrower may obtain, from any Lender or any

Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the

Loans of any Class or Commitments of any Class then outstanding under this Agreement, in each case,

pursuant to a Refinancing Amendment, which Credit Agreement Refinancing Indebtedness may, at the

election of the Borrower, take the form of (i) new Term Loans under an additional or replacement Term

Facility hereunder (“ Other Term Loans ”) or (ii) replacement revolving commitments hereunder

(“ Replacement Revolving Commitments ”).  Any Other Term Loans or Replacement Revolving

Commitments may participate on a pro rata basis or on a less than pro rata basis (but not on a greater

than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable

Refinancing Amendment ( provided that if the Lenders or Additional Lenders providing such Credit

Agreement Refinancing Indebtedness have the ability to decline mandatory prepayments or Commitment

reductions, any such mandatory prepayment that is not accepted by such Lenders or Additional Lenders

shall be applied, subject to the right of any applicable Lender to decline mandatory prepayments (if any),

to the non-refinanced Loans of the Class being refinanced).  The effectiveness of any Refinancing

Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in

Section 4.02 (and solely to the extent reasonably requested by the Administrative Agent, receipt by the

Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or

reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other

than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s

form of opinion reasonably satisfactory to the Administrative Agent)).  Each incurrence of Credit

Agreement Refinancing Indebtedness under this Section 2.20 shall be in an aggregate principal amount of

not less than $25.0 million or such lesser amount (i) as shall be required to refinance an entire Class of

Loans or Commitments or (ii) reasonably approved by the Administrative Agent.  The Administrative

Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment.  Each

of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this

Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the

existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto

(including any amendments necessary to treat the Term Loans subject thereto as Other Term Loans and

the Revolving Facility Loans subject thereto as Replacement Revolving Commitments).  Any

Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the

Borrower and the Lenders or Additional Lenders providing the applicable Credit Agreement Refinancing

Indebtedness and, in the case of Replacement Revolving Commitments, the Issuing Banks and the

Swingline Lender, effect such amendments to this Agreement and the other Loan Documents as may be

necessary or appropriate, in the reasonable opinion of the Administrative Agent, and, in the case of

Replacement Revolving Commitments, the Swingline Lender, the Issuing Banks, and the Borrower, to

effect the provisions of this Section 2.20 .  This Section 2.20 shall supersede any provisions in Section

9.08 to the contrary.  It is understood that (a) any Lender approached to provide all or a portion of Credit

Agreement Refinancing Indebtedness may elect or decline, in its sole discretion, to provide such Credit

Agreement Refinancing Indebtedness (it being understood that there is no obligation to approach any

existing Lenders to provide any such commitment to provide Other Term Loans and Replacement

Revolving Commitments), (b) the Administrative Agent, and, in the case of Replacement Revolving

Commitments, the Swingline Lender and each Issuing Bank, as applicable, shall have consented (such

consent not to be unreasonably withheld, delayed or conditioned) to such person’s providing such Credit

Agreement Refinancing Indebtedness if such consent would be required under Section 9.04 for an

assignment of Loans or Commitments to such person and (c) no Refinancing Amendment shall, directly

or indirectly extend the commitment of any Issuing Bank to issue, amend to extend Letters of Credit or of

any Swingline Lender to make Swingline Loans, in each case without its prior written consent.

105

Section 2.21 Extensions of Loans and Commitments .

(a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or

more offers (each, an “ Extension Offer ”) made from time to time by the Borrower to all Lenders of any

Class of Term Loans and/or Revolving Facility Commitments with a like Maturity Date on a pro rata

basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class

with a like Maturity Date and/or based on the aggregate outstanding committed amount of the respective

Revolving Facility of such Class with a like Maturity Date) and on the same terms to each such Lender,

the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders

that accept the terms contained in such Extension Offers to extend the Maturity Date of each such

Xxxxxx’s Loans and/or Commitments of such Class and to otherwise modify the terms of such Xxxxxx’s

Loans and/or Commitments of such Class pursuant to the terms of the relevant Extension Offer (including

by increasing the interest rate or fees payable in respect of such Lenders’ Loans and/or Commitments or

modifying the amortization schedule in respect of such Xxxxxx’s Loans) (each, an “ Extension ”, and each

group of Term Loans and/or Revolving Facility Commitments so extended, as well as the original Term

Loans and/or Revolving Facility Commitments of the applicable Class not so extended, being a

“tranche”).  Any Extension shall constitute a separate Class from the Class from which it was extended,

so long as the following terms are satisfied:

(i) no Event of Default shall have occurred and be continuing at the time the

offering document in respect of an Extension Offer is delivered to the Lenders;

(ii) except as to pricing (interest rate, fees, funding discounts and

prepayment premiums) and maturity (which shall be set forth in the relevant Extension Offer), (x)

the Term Loans of any Lender that agrees to an Extension with respect to such Term Loans (an

“ Extending Term Lender ”) extended pursuant to any Extension (“ Extended Term Loans ”)

shall have the same terms as the tranche of Term Loans subject to such Extension Offer (except

for covenants or other provisions contained therein applicable only to periods after the then Latest

Maturity Date of the Term Loans) and (y) the Revolving Facility Commitment of any Lender that

agrees to an Extension with respect to such Revolving Facility Commitment (an “ Extending

Revolving Lender ”) extended pursuant to any Extension (“ Extended Revolving Commitment ”

and the Loans made thereunder, the “ Extended Revolving Loans ”) shall have the same terms as

the original Revolving Facility commitments (and related outstanding) subject to such Extension

Offer  (except for covenants or other provisions contained therein applicable only to periods after

the then Latest Maturity Date of the Revolving Facility Commitments), except for any terms that

would affect the rights or duties of any Issuing Bank or the Swingline Lender, which terms shall

be reasonably satisfactory to such Issuing Bank or the Swingline Lender, it being understood that

the commitment of any Issuing Bank or Swingline Lender to issue, amend or extend Letters of

Credit or to make Swingline Loans shall not be extended without its prior written consent;

(iii) (x) the final maturity date of any Extended Term Loans shall be no

earlier than the then Latest Maturity Date of the Term Loans and (y) the final maturity date of any

Extended Revolving Commitments shall be no earlier than the then Latest Maturity Date of the

Revolving Facility Commitments;

(iv) (x) the Weighted Average Life to Maturity of any Extended Term Loans

shall be no shorter than the remaining Weighted Average Life to Maturity of the Class extended

thereby and (y) the Weighted Average Life to Maturity of any Extended Revolving Commitments

106

shall be no shorter than the remaining Weighted Average Life to Maturity of the Class extended

thereby;

(v) any Extended Term Loans may participate on a pro rata basis or a less

than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory

repayments or prepayments hereunder, in each case, as specified in the respective Extension Offer

( provided that if the applicable Extending Term Lenders have the ability to decline mandatory

prepayments, any such mandatory prepayment that is not accepted by the applicable Extending

Term Lenders shall be applied, subject to the right of any applicable Lender to decline mandatory

prepayments (if any), to the non-extended Term Loans of the Class being extended);

(vi) if the aggregate principal amount of Term Loans and/or Revolving

Facility Commitments (calculated on the face amount thereof) in respect of which Lenders shall

have accepted the relevant Extension Offer shall exceed the maximum aggregate principal

amount of Term Loans and/or Revolving Facility Commitments offered to be extended by the

Borrower pursuant to such Extension Offer, then the Term Loans and/or Revolving Facility

Commitments of such Lenders shall be extended ratably up to such maximum amount based on

the respective principal amounts (but not to exceed actual holdings of record) with respect to

which such Lenders have accepted such Extension Offer;

(vii) the Extended Term Loans and/or Extended Revolving Commitments

may not be guaranteed by any person other than the Loan Parties;

(viii) no assets or property shall secure the Extended Term Loans and/or

Extended Revolving Commitments unless such assets or property constitute Collateral; and

(ix) any applicable Minimum Extension Condition shall be satisfied unless

waived by the Borrower.

(b) With respect to all Extensions consummated by the Borrower pursuant to this

Section 2.21 , (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments

for purposes of this Agreement and (ii) each Extension Offer shall (a) specify the minimum amount of

Term Loans and/or Revolving Facility Commitments, as applicable, to be extended, which shall be an

integral multiple of $1.0 million and an aggregate principal amount that is not less than $25.0 million (or

if less, the remaining outstanding principal amount of the applicable Class) (or such lesser minimum

amount reasonably approved by the Administrative Agent) (a “ Minimum Extension Condition ”) and (b)

provide notice to the Administrative Agent which sets forth the date on which such Extension is requested

to become effective (which shall be not less than ten (10) Business Days nor more than forty-five (45)

days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent

shall agree in its sole discretion)).  The transactions contemplated by this Section 2.21 (including, for the

avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans

and/or Extended Revolving Commitments on such terms as may be set forth in the relevant Extension

Offer) shall not require the consent of any Lender or any other person (other than as set forth in clause (c)

of this Section 2.21 ), and the requirements of any provision of this Agreement (including Section 2.09

and Section 2.16 ) or any other Loan Document that may otherwise prohibit any such Extension or any

other transaction contemplated by this Section 2.21 shall not apply to any of the transactions effected

pursuant to this Section 2.21 .

107

(c) The consent (such consent not to be unreasonably withheld, delayed or

conditioned) of the Administrative Agent shall be required to effectuate any Extension.  No consent of

any Lender or any other person shall be required to effectuate any Extension, other than the consent of the

Borrower and each Lender agreeing to such Extension with respect to one or more of its Term Loans and/

or Revolving Facility Commitments (or, in each case, a portion thereof) and, if the commitment of any

Issuing Bank or Swingline Lender to issue, amend or extend Letters of Credit or to make Swingline Loans

is contemplated by such Extension, the prior written consent of such Issuing Bank or Swingline Lender.

The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this

Agreement and the other Loan Documents (an “ Extension Amendment ”) with the Borrower as may be

necessary in order to establish new Classes of Loans and Commitments of such Class so extended and

such technical amendments as may be necessary or appropriate in the reasonable opinion of the

Administrative Agent and the Borrower in connection with the establishment of such new Classes, in each

case on terms consistent with this Section 2.21 .  This Section 2.21 shall supersede any provisions in

Section 9.08 to the contrary.  For the avoidance of doubt, it is understood that no existing Lender, Issuing

Bank or Swingline Lender will have any obligation to commit to any such Extension.

Section 2.22 Letters of Credit .

(a) General .  Subject to the terms and conditions set forth herein, the Borrower may

request the issuance of one or more letters of credit denominated in Dollars in the form of standby letters

of credit (such letters of credit, “ Standby Letters of Credit ”) or trade letters of credit (such letters of

credit, “ Trade Letters of Credit ” ; and each such letter of credit issued hereunder, including each

Standby Letter of Credit and Trade Letter of Credit, a “ Letter of Credit ” and collectively, the “ Letters of

Credit ”), in each case for any lawful purposes of the Borrower and its Restricted Subsidiaries, for its own

account or for the account of any Subsidiary (in which case such Letter of Credit shall be deemed issued

for the joint and several account of the Borrower and such Subsidiary) in a form reasonably acceptable to

the applicable Issuing Bank, at any time and from time to time during the applicable Availability Period

and prior to the date that is five (5) Business Days prior to the applicable Revolving Facility Maturity

Date. In the event of any inconsistency between the terms and conditions of this Agreement and the terms

and conditions of any form of letter of credit application or other agreement submitted by the Borrower

to, or entered into by the Borrower with, an Issuing Bank relating to any Letter of Credit, the terms and

conditions of this Agreement shall control.  All Letters of Credit shall be issued in Dollars.

Notwithstanding anything herein to the contrary, no Issuing Bank shall at any time be obligated to issue

any Letter of Credit hereunder if such issuance would violate one or more of the policies and procedures

of such Issuing Bank applicable to letters of credit generally. Notwithstanding anything to the contrary

herein, the issuance of a Letter of Credit for the account of an Unrestricted Subsidiary shall be deemed an

Investment and permitted only to the extent the Borrower or Restricted Subsidiary, as applicable, may

then invest in an Unrestricted Subsidiary pursuant to Section 6.04.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions .  To

request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension

in accordance with paragraph (c) of this Section 2.22 ) or extension of an outstanding Letter of Credit),

the Borrower shall deliver to the applicable Issuing Bank at its applicable office and the Administrative

Agent at the Administrative Agent’s office (at least three (3) Business Days in advance of the requested

date of issuance, amendment or extension or such shorter period as the Administrative Agent and the

Issuing Bank in their sole discretion may agree) a notice in the form of Exhibit G requesting the issuance

of a Letter of Credit, or identifying the Letter of Credit to be amended or extended, and specifying the

date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter

of Credit is to expire (which shall comply with paragraph (c) of this Section 2.22 ), the amount of such

108

Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be

necessary to issue, amend or extend such Letter of Credit.  If requested by the applicable Issuing Bank,

the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form and

related documents in connection with any request for a Letter of Credit and in connection with any

request for a Letter of Credit to be amended, renewed, modified or extended.  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 Revolving Facility Credit Exposure shall not exceed the Revolving

Facility Commitments, (ii) unless the applicable Issuing Bank otherwise agrees, the stated amount of all

outstanding Letters of Credit issued by such Issuing Bank shall not exceed the Letter of Credit Individual

Sublimit of such Issuing Bank then in effect, (iii) with respect to such Issuing Bank, the sum of the

aggregate face amount of outstanding Letters of Credit issued by such Issuing Bank, when aggregated

with the outstanding Revolving Facility Loans and Swingline Loans funded by such Issuing Bank, shall

not exceed its Revolving Facility Commitment and (iv) the Revolving L/C Exposure shall not exceed the

applicable Letter of Credit Sublimit.

(c) Expiration Date .  Each Letter of Credit shall expire at or prior to the close of

business on the earlier of (i) the date one (1) year (unless otherwise mutually agreed upon by the

Borrower and the applicable Issuing Bank) after the date of the issuance of such Letter of Credit (or, in

the case of any extension thereof, one (1) year (unless otherwise mutually agreed upon by the Borrower

and the applicable Issuing Bank) after such renewal or extension) and (ii) the date that is five (5) Business

Days prior to the applicable Revolving Facility Maturity Date; provided that any Letter of Credit may

provide for automatic renewal or extension thereof for an additional period of up to twelve (12) months

(which in no event shall extend beyond the date referred to in subclause (ii)  of this clause (c) , except to

the extent Cash Collateralized or backstopped pursuant to an arrangement reasonably acceptable to the

relevant Issuing Bank) so long as such Letter of Credit (any such Letter of Credit, an “ Auto Renewal

Letter of Credit ”) permits the Issuing Bank to prevent any such extension at least once in each twelve

(12)-month period (commencing with the date of issuance of such Auto Renewal Letter of Credit) by

giving prior notice to the beneficiary thereof within a time period during such twelve (12)-month period

to be agreed upon at the time such Auto Renewal Letter of Credit is issued; provided , further , that if the

Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend

beyond the date referred to in subclause (ii) above but the participations of the Lenders with Revolving

Facility Commitments of the applicable Class shall nonetheless terminate on the applicable Revolving

Facility Maturity Date. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not

be required to make a specific request to such Issuing Bank for any such renewal.  Once an Auto Renewal

Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the

applicable Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not

later than such Revolving Facility Maturity Date (except as otherwise provided in the second proviso to

this clause (c) ). If any such Letter of Credit is outstanding on the date that is five (5) Business Days prior

to the Revolving Facility Maturity Date for the applicable Class the Borrower shall provide Cash

Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant

Issuing Bank in an amount equal to 102% of the face amount of each such Letter of Credit on or prior to

the date that is five (5) Business Days prior to such Revolving Facility Maturity Date.

(d) Participations .  By the issuance of a Letter of Credit (or an amendment to a Letter

of Credit increasing the amount thereof) under the Revolving Facility Commitments of any Class and

without any further action on the part of the applicable Issuing Bank or the Revolving Facility Lenders,

such Issuing Bank hereby grants to each Revolving Facility Lender under such Class, and each such

Revolving Facility Lender hereby acquires from such Issuing Bank, a participation in such Letter of

109

Credit equal to such Revolving Facility Lender’s applicable Revolving Facility Percentage of the

aggregate amount available to be drawn under such Letter of Credit.  In consideration and in furtherance

of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to

the Administrative Agent, for the account of the applicable Issuing Bank, such Revolving Facility

Lender’s applicable Revolving Facility Percentage of each L/C Disbursement made by such Issuing Bank

and not reimbursed by the Borrower on the date due as provided in paragraph (e)  of this Section 2.22 , or

of any reimbursement payment required to be refunded to the Borrower for any reason.  Each Revolving

Facility 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, renewal or extension of any Letter of Credit or the

occurrence and continuance of a Default or Event of Default, other than a reduction or termination of the

Commitments (upon which any such reduction or termination, if the remaining applicable Commitments

are insufficient to cover the maximum amount of any Letter of Credit then outstanding, the Borrower

shall Cash Collateralize such Letters of Credit as set forth in Section 2.22(j) ), and that each such payment

shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement .  If the applicable Issuing Bank shall make any L/C

Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such L/C Disbursement by

paying to the Administrative Agent an amount equal to such L/C Disbursement (i) if such notice is

received by 11:00 a.m., New York City time, on a Business Day, then not later than 2:00 p.m., New York

City time, on the same Business Day that notice of such L/C Disbursement is received by the Borrower

and (ii) if such notice is received at or after 11:00 a.m., New York City time, on a Business Day, then no

later than 10:00 a.m., New York City time, on the immediately succeeding Business Day, together with

accrued interest thereon from the date of such L/C Disbursement at the rate applicable to ABR Revolving

Loans of the applicable Class; provided that the Borrower may, subject to the conditions to borrowing set

forth herein, request in accordance with Section 2.03 or Section 2.23 that such payment be financed with

an ABR Revolving Facility Borrowing or a Swingline Borrowing of the applicable Class, as applicable.

If the Borrower fails to reimburse any L/C Disbursement when due, then the Administrative Agent shall

promptly notify the applicable Issuing Bank and each other applicable Revolving Facility Lender of the

applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the

“ Unreimbursed Amount ”) and, in the case of a Revolving Facility Lender, such Xxxxxx’s Revolving

Facility Percentage thereof.  Promptly following receipt of such notice, each Revolving Facility Lender

with a Revolving Facility Commitment of the applicable Class shall pay to the Administrative Agent its

Revolving Facility Percentage of the Unreimbursed Amount in the same manner as provided in

Section 2.04 with respect to Loans made by such Lender (and Section 2.04 shall apply, mutatis mutandis ,

to the payment obligations of the Revolving Facility Lenders), and the Administrative Agent shall

promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Facility

Lenders.  Promptly following receipt by the Administrative Agent of any payment from the Borrower

pursuant to this clause (e) , the Administrative Agent shall distribute such payment to the applicable

Issuing Bank or, to the extent that Revolving Facility Lenders have made payments pursuant to this

clause (e) to reimburse such Issuing Bank, then to such Revolving Facility Lenders and such Issuing

Bank as their interests may appear.  Any payment made by a Revolving Facility Lender pursuant to this

clause (e) to reimburse an Issuing Bank for any L/C Disbursement (other than the funding of an ABR

Revolving Loan or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not

relieve the Borrower of its obligations to reimburse such L/C Disbursement.

(f) Obligations Absolute .  The Borrower’s obligation to reimburse L/C

Disbursements as provided in clause (e)  of this Section 2.22 shall be absolute, unconditional and

irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and

110

all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of

Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented

under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein

being untrue or inaccurate in any respect, (iii) payment by the applicable Issuing Bank under a Letter of

Credit against presentation of a draft or other document that does not comply with the terms of such

Letter of Credit or (iv) any other event or circumstance whatsoever, whether or not similar to any of the

foregoing, that might, but for the provisions of this Section 2.22 , constitute a legal or equitable discharge

of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative

Agent, the Lenders nor any Issuing Bank, nor any of their respective Related Parties, 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, any error in translation or any consequence arising from causes beyond the control of the

respective Issuing Bank; provided that the foregoing shall not be construed to excuse an Issuing Bank

from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect,

consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the

extent permitted by applicable law) suffered by the Borrower that are caused by such 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 gross

negligence or willful misconduct on the part of an Issuing Bank (as finally determined by a court of

competent jurisdiction), such 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, an Issuing Bank may, in its sole discretion, 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.

(g) Disbursement Procedures .  The applicable Issuing Bank shall, promptly

following its receipt thereof, examine all documents purporting to represent a demand for payment under

a Letter of Credit.  Such Issuing Bank shall promptly notify the Administrative Agent and the Borrower

by written notice (which may be by electronic means) of any such demand for payment under a Letter of

Credit and whether such Issuing Bank has made or will make an L/C Disbursement thereunder; provided ,

that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligations to

reimburse such Issuing Bank and the Revolving Facility Lenders with respect to any such L/C

Disbursement.

(h) Interim Interest .  If an Issuing Bank shall make any L/C Disbursement, then,

unless the Borrower reimburses such L/C Disbursement in full in Dollars on the date such L/C

Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the

date such L/C Disbursement is made to but excluding the date that the Borrower reimburses such L/C

Disbursement, at the rate per annum then applicable to ABR Revolving Loans of the applicable Class;

provided that if such L/C Disbursement is not reimbursed by the Borrower when due pursuant to clause

(e)  of this Section 2.22 , then Section 2.11(c) shall apply. Interest accrued pursuant to this clause (h) shall

be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of

payment by any Revolving Facility Lender pursuant to clause (e)  of this Section 2.22 to reimburse such

Issuing Bank shall be for the account of such Revolving Facility Lender to the extent of such payment.

111

(i) Replacement of an Issuing Bank .  An Issuing Bank may be replaced at any time

by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the

successor Issuing Bank.  The Administrative Agent shall notify the Revolving Facility Lenders of any

such replacement of an Issuing Bank.  At the time any such replacement shall become effective, the

Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to

Section 2.10 .  From and after the effective date of any such replacement, (i) the successor Issuing Bank

shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect to

Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be

deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous

Issuing Banks, as the context shall require.  After the 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 such Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such

replacement but shall not be required to issue additional Letters of Credit.

(j) Cash Collateralization Following Certain Events .  If and when the Borrower is

required to Cash Collateralize any Letters of Credit pursuant to any provision hereof, the Borrower shall

deposit in an account with or at the direction of the Administrative Agent, in the name of the

Administrative Agent and for the benefit of the applicable Issuing Banks and Revolving Facility Lenders,

an amount in cash equal to 102% of the Revolving L/C Exposure as of such date plus any accrued but

unpaid interest thereon (or, in the case of Sections 2.09(h ) and 2.24(a)(v) , the portion thereof required by

such Sections).  Each deposit of Cash Collateral made pursuant to this paragraph shall be held by the

Administrative Agent as collateral for the payment and performance of the obligations of the Borrower

under this Agreement.  The Administrative Agent shall have exclusive dominion and control, including

the exclusive right of withdrawal, over such account and the Borrower hereby grants the Administrative

Agent, for the benefit of the Issuing Banks and applicable Revolving Facility Lenders, a security interest

in such account.  Other than any interest earned on the investment of such deposits, which investments

shall be made (unless an Event of Default shall be continuing) at the Borrower’s request in Permitted

Investments and at the risk and expense of the Borrower, such deposits shall not bear interest.  Interest or

profits, if any, on such investments shall accumulate in such account.  Moneys in such account shall be

applied by the Administrative Agent to reimburse each Issuing Bank for L/C Disbursements for which

such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the

satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such

time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility

Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C

Exposure), be applied to satisfy other Obligations.  If the Borrower is required to provide an amount of

Cash Collateral hereunder as a result of the occurrence of an Event of Default or the existence of a

Defaulting Lender or the occurrence of a limit under Section 2.09(h) being exceeded, such amount (to the

extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all

Events of Default are no longer continuing or the termination of the Defaulting Lender status or the limit

under Section 2.09(h) is no longer being exceeded.

(k) Cash Collateralization Following Termination of the Revolving Facility .

Notwithstanding anything to the contrary herein, in the event of the prepayment in full of all outstanding

Revolving Facility Loans and the termination of all Revolving Facility Commitments (a “ Revolving

Facility Termination Event ”) in connection with which the Borrower notifies any one or more Issuing

Banks that it intends to maintain one or more Letters of Credit initially issued under this Agreement in

effect after the date of such Revolving Facility Termination Event (each, a “ Continuing Letter of

Credit ”), then the security interest of the Administrative Agent in the Collateral under the Security

Documents may be terminated in accordance with Section 9.18 if each such Continuing Letter of Credit

112

is Cash Collateralized in an amount equal to the Minimum L/C Collateral Amount, which shall be

deposited with or at the direction of each such Issuing Bank.

(l) Additional Issuing Banks .  From time to time, the Borrower may by notice to the

Administrative Agent designate as an Issuing Bank any Revolving Facility Lender (in addition to the

initial Issuing Banks) which agrees (in its sole discretion) to act in such capacity and is reasonably

satisfactory to the Administrative Agent.  Each such additional Issuing Bank shall execute a counterpart

of this Agreement upon the approval of the Administrative Agent (which approval shall not be

unreasonably withheld) and shall thereafter be an Issuing Bank hereunder for all purposes.

(m) Reporting .  Unless otherwise requested by the Administrative Agent, each

Issuing Bank (other than the Administrative Agent or its Affiliates) shall (i) provide to the Administrative

Agent copies of any notice received from the Borrower pursuant to Section 2.22(b) no later than the next

Business Day after receipt thereof and (ii) report in writing to the Administrative Agent (A) on or prior to

each Business Day on which such Issuing Bank expects to issue, amend or extend any Letter of Credit,

the date of such issuance, amendment or extension, and the aggregate face amount of the Letters of Credit

to be issued, amended or extended by it and outstanding after giving effect to such issuance, amendment

or extension (and whether the amount thereof changed), and the Issuing Bank shall be permitted to issue,

amend or extend such Letter of Credit if the Administrative Agent shall not have advised the Issuing

Bank that such issuance, amendment or extension would not be in conformity with the requirements of

this Agreement, (B) on each Business Day on which such Issuing Bank makes any L/C Disbursement, the

date of such L/C Disbursement and the amount of such L/C Disbursement and (C) on any other Business

Day, such other information with respect to the outstanding Letters of Credit issued by such Issuing Bank

as the Administrative Agent shall reasonably request.

(n) No Liability of the Issuing Banks .  The Borrower assumes all risks of the acts or

omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letter of

Credit. Neither any Issuing Bank nor any of its Related Parties shall be liable or responsible for: (a) the

use that may be made of any Letter of Credit or any acts or omissions of any beneficiary or transferee in

connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement

thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent

or forged; (c) payment by such Issuing Bank against presentation of documents that do not comply with

the terms of a Letter of Credit, including failure of any documents to bear any reference or adequate

reference to the Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make

payment under any Letter of Credit, except that the Borrower shall have a claim against such Issuing

Bank, and such Issuing Bank shall be liable to the Borrower, to the extent of any direct, but not

consequential, damages suffered by the Borrower that the Borrower proves were caused by (i) such

Issuing Bank’s willful misconduct or gross negligence as determined in a final, non-appealable judgment

by a court of competent jurisdiction in determining whether documents presented under any Letter of

Credit comply with the terms of such Letter of Credit or (ii) such Issuing Bank’s willful failure to make

lawful payment under a Letter of Credit after the presentation to it of a draft, certificates and other

documents that strictly comply with the terms and conditions of such Letter of Credit. In furtherance and

not in limitation of the foregoing, such Issuing Bank may accept documents that appear on their face to be

in order, without responsibility for further investigation, regardless of any notice or information to the

contrary.

(o) For all purposes of this Agreement, if on any date of determination, a Letter of

Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation

of Rule 3.14 of the International Standard Practices, International Chamber of Commerce No. 590, such

113

Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

With respect to any Letter of Credit that, by its terms or the terms of any document related thereto,

provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of

Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all

such increases, whether or not such maximum stated amount is in effect at such time.

Section 2.23 Swingline Loans .

(a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees

to make Swingline Loans in Dollars to the Borrower from time to time during the applicable Availability

Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate

principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, (ii) the

aggregate amount of Swingline Loans, Letters of Credit and Revolving Facility Loans outstanding issued

by the Swingline Lender exceeding the Swingline Lender’s Revolving Facility Commitment or (iii) the

Revolving Facility Credit Exposure of the applicable Class exceeding the total Revolving Facility

Commitments of such Class; provided that the Swingline Lender shall not be required to make a

Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject

to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline

Loans.

(b) To request a Swingline Borrowing, the Borrower shall give the Administrative

Agent and the Swingline Lender prior written notice in the form of a Swingline Borrowing Request, not

later than 2:00 p.m., New York City time, on the day of a proposed Swingline Borrowing.  Each such

Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date of such

Swingline Borrowing (which shall be a Business Day) and (ii) the amount of the requested Swingline

Borrowing. Any funding of a Swingline Loan by the Swingline Lender shall be made on the proposed

date thereof by wire transfer of immediately available funds by 5:00 p.m., New York City time, to the

account of the Borrower identified by the Borrower to the Swingline Lender (or, in the case of a

Swingline Borrowing made to finance the reimbursement of an L/C Disbursement as provided in

Section 2.22(e) , by remittance to the applicable Issuing Bank).

(c) The Swingline Lender may, by written notice given to the Administrative Agent

not later than 11:00 a.m., New York City time, on any Business Day, require the Revolving Facility

Lenders of the applicable Class to acquire participations on such Business Day in all or a portion of the

outstanding Swingline Loans made by it.  Such notice shall specify the aggregate amount of such

Swingline Loans in which the Revolving Facility Lenders will participate.  Promptly upon receipt of such

notice, the Administrative Agent will give notice thereof to each such Revolving Facility Lender,

specifying in such notice such Revolving Facility Lender’s applicable Revolving Facility Percentage of

such Swingline Loan.  Each Revolving Facility Lender hereby absolutely and unconditionally agrees,

promptly upon receipt of notice as provided above (and in any event, (i) if such notice is received by

11:00 a.m., New York City time, on a Business Day, then no later than 5:00 p.m., New York City time,

on such Business Day and (ii) if such notice is received at or after 11:00 a.m., New York City time, on a

Business Day, then no later than 10:00 a.m., New York City time, on the immediately succeeding

Business Day), to pay to the Administrative Agent, for the account of the Swingline Lender, such

Revolving Facility Lender’s applicable Revolving Facility Percentage of such Swingline Loan or Loans.

Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire

participations in Swingline 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, other than a reduction or termination of any Commitments (it being understood that

114

upon any such reduction or termination which results in there remaining insufficient applicable

Commitments to cover the aggregate principal amount of such Swingline Loans in full, the Borrower

shall immediately prepay such Swingline Loans and any accrued interest thereon), and that each such

payment shall be made without any offset, abatement, withholding or reduction whatsoever.  Each

Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of

immediately available funds, in the same manner as provided in Section 2.04 with respect to Loans made

by such Revolving Facility Lender (and Section 2.04 shall apply, mutatis mutandis, to the payment

obligations of the Revolving Facility Lenders under this Section 2.23(c) ), and the Administrative Agent

shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Facility

Lenders.  The Administrative Agent shall notify the Borrower of any participations in any Swingline

Loan acquired pursuant to this paragraph (c) , and thereafter payments in respect of such Swingline Loan

shall be made to the Administrative Agent and not to the Swingline Lender.  Any amounts received by the

Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline

Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be

promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent

shall be promptly remitted by the Administrative Agent to the Revolving Facility Lenders that shall have

made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may

appear; provided , that any such payment so remitted shall be repaid to the Swingline Lender or to the

Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the

Borrower for any reason.  The purchase of participations in a Swingline Loan pursuant to this paragraph

shall not relieve the Borrower of any default in the payment thereof.

Section 2.24 Defaulting Lender .

(a) Defaulting Lender Adjustments .  Notwithstanding anything to the contrary

contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such

Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i) Waivers and Amendments .  Such Defaulting Xxxxxx’s right to approve or

disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted

as set forth in Section 9.08 .

(ii) Reallocation of Payments .  Any payment of principal, interest, fees or

other amounts received by the Administrative Agent for the account of such Defaulting Lender

(whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise), shall be

applied at such time or times as may be determined by the Administrative Agent as follows: first,

to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent

hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting

Lender to the Issuing Banks or Swingline Lender hereunder; third, if so determined by the

Administrative Agent or requested by the applicable Issuing Bank or the Swingline Lender, to be

held as Cash Collateral for future funding obligations of such Defaulting Lender of any

participation in any Swingline Loan or Letter of Credit; fourth, as the Borrower may request (so

long as no Default or Event of Default exists), to the funding of any Loan in respect of which

such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as

determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and

the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy

obligations of such Defaulting Lender to fund Loans under this Agreement; sixth, to the payment

of any amounts owing to the Lenders, the Issuing Banks or the Swingline Lender as a result of

any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or

115

Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach

of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists,

to the payment of any amounts owing to the Borrower as a result of any judgment of a court of

competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of

such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such

Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if

such payment is a payment of the principal amount of any Loans or L/C Disbursements in respect

of which such Defaulting Lender has not fully funded its appropriate share, such payment shall be

applied solely to pay the Loans of, and L/C Disbursements owed to, all non-Defaulting Lenders

on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements

owed to, such Defaulting Lender. Any payments or other amounts paid or payable to a Defaulting

Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash

Collateral pursuant to this Section 2.24(a)(ii) shall be deemed paid to and redirected by such

Defaulting Lender, and each Lender irrevocably consents thereto.

(iii) Certain Fees . Such Defaulting Lender (A) shall not be entitled to receive

any Commitment Fee pursuant to Section 2.10(b) for any period during which that Lender is a

Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise

would have been required to have been paid to such Defaulting Lender) and (B) shall not be

entitled to receive any L/C Participation Fee pursuant to Section 2.10(c) for any period during

which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such

L/C Participation Fee that otherwise would have been required to have been paid to such

Defaulting Lender except as provided in Section 2.10(c) ). With respect to any Commitment Fee

or L/C Participation Fee not required to be paid to any Defaulting Lender pursuant to the

foregoing, the Borrower shall (1) pay to each non-Defaulting Lender that portion of any such fee

otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s

participation in Letters of Credit or Swingline Loans that has been reallocated to such non-

Defaulting Lender pursuant to clause (iv) below, (2) pay to each applicable Issuing Lender and

Swingline Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting

Lender to the extent allocable to such Issuing Lender’s or Swingline Lender’s Fronting Exposure

to such Defaulting Lender, and (3) not be required to pay the remaining amount of any such fee.

(iv) Reallocation of Participations to Reduce Fronting Exposure .  During any

period in which there is a Defaulting Lender, for purposes of computing the amount of the

obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of

Credit and Swingline Loans pursuant to Section 2.22 and Section 2.23 , the “Revolving Facility

Percentage” of each non-Defaulting Lender shall be computed without giving effect to the

Commitment of such Defaulting Lender; provided that, such reallocation does not cause the

aggregate Revolving Facility Credit Exposure of any Non-Defaulting Lender to exceed such non-

Defaulting Lender’s Revolving Facility Commitment.

(v) Elimination of Remaining Fronting Exposure. Within one (1) Business

Day of being notified that any Lender has become a Defaulting Lender, (A) the Borrower shall

deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting

Exposure of the Revolving L/C Exposure (after giving effect to Section 2.24(a)(iv) ) which shall

be held as security for the reimbursement obligations of the Borrower with respect to the

Revolving L/C Exposure and (B) the Borrower shall repay an amount of Swingline Loans

sufficient to eliminate the Fronting Exposure of the Swingline Lender (after giving effect to

Section 2.24(a)(iv) ).

116

(b) Defaulting Lender Cure .  If the Borrower, the Administrative Agent, the

Swingline Lender and the Issuing Banks agree in writing that a Defaulting Lender should no longer be

deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon

as of the effective date specified in such notice and subject to any conditions set forth therein (which may

include arrangements with respect to any Cash Collateral), such Lender will, to the extent applicable,

purchase that portion of outstanding Revolving Facility Loans of the other Revolving Facility Lenders or

take such other actions as the Administrative Agent may determine to be necessary to cause the

Revolving Facility Loans and funded and unfunded participations in Letters of Credit and Swingline

Loans to be held on a pro rata basis by the Revolving Facility Lenders in accordance with their Revolving

Facility Percentages (without giving effect to Section 2.24(a)(iv) ), whereupon such Lender will cease to

be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees

accrued or payments made by or on behalf of the Borrower while such Xxxxxx was a Defaulting Lender;

and provided , further , that, except to the extent otherwise expressly agreed by the affected parties, no

change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of

any party hereunder arising from such Xxxxxx’s having been a Defaulting Lender.

(c) New Swingline Loans and Letters of Credit .  So long as any Lender is a

Defaulting Lender, (i) the Swingline Lender shall not be required to fund any Swingline Loans unless it is

satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and (ii) the

Issuing Banks shall not be required to issue, extend, renew or increase any Letter of Credit unless it is

satisfied that it will have no Fronting Exposure after giving effect thereto.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

Each of Holdings and the Borrower, with respect to itself and each of its Restricted

Subsidiaries, represents and warrants to the Administrative Agent and to each of the Lenders that:

Section 3.01 Organization; Powers .  Each of Holdings, the Borrower and the other

Restricted Subsidiaries

(i) is a partnership, limited liability company or corporation duly organized, validly

existing and in good standing (or in any foreign jurisdiction where an equivalent status exists, enjoys the

equivalent status under the laws of such foreign jurisdiction of organization) under the laws of the

jurisdiction of its organization,

(ii) has all requisite power and authority to own its property and assets and to carry

on its business as now conducted, except where the failure to do so would not reasonably be expected to

have a Material Adverse Effect,

(iii) is qualified to do business in each jurisdiction where such qualification is

required, except where the failure so to qualify would not reasonably be expected to have a Material

Adverse Effect, and

(iv) has the power and authority to execute, deliver and perform its obligations under

each of the Loan Documents and each other agreement or instrument contemplated thereby to which it is

or will be a party and, in the case of the Borrower, to borrow and otherwise obtain credit hereunder.

117

Section 3.02 Authorization .  The execution, delivery and performance by each Loan

Party of each of the Loan Documents to which it is a party, the borrowings hereunder and the

Transactions

(a) have been duly authorized by all corporate, stockholder, partnership or limited

liability company action required to be taken by the Loan Parties and

(b) will not violate (i) any provision of law, statute, rule or regulation, or of the

certificate or articles of incorporation or other constitutive documents (including any partnership, limited

liability company or operating agreement or by-laws) of any Loan Party or (ii) any applicable order of

any court or any rule, regulation or order of any Governmental Authority, where any such violation

referred to in this Section 3.02(b) would reasonably be expected to have, individually or in the aggregate,

a Material Adverse Effect, or

(c) will not result in the creation or imposition of any Lien upon any property or

assets of any Loan Party, other than the Liens created by the Loan Documents and Permitted Liens.

Section 3.03 Enforceability .  This Agreement has been duly executed and delivered

by each Loan Party that is party hereto and constitutes, and each other Loan Document when executed

and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation

of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to

(a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other

similar laws affecting creditors’ rights generally, (b) general principles of equity (regardless of whether

such enforceability is considered in a proceeding in equity or at law), (c) implied covenants of good faith

and fair dealing and (d) any foreign laws, rules and regulations as they relate to pledges of Equity

Interests in Foreign Subsidiaries that are not Loan Parties.

Section 3.04 Governmental Approvals .  No action, consent or approval of,

registration or filing with or any other action by any Governmental Authority or third party is or will be

required in connection with the Transactions, the perfection or maintenance of the Liens created under the

Security Documents or the exercise by the Administrative Agent or any Lender of its rights or remedies

under the Loan Documents or in respect of the Collateral, except for (a) the filing of Uniform Commercial

Code financing statements and equivalent filings in foreign jurisdictions, (b) filings with the United States

Patent and Trademark Office and the United States Copyright Office and comparable offices in foreign

jurisdictions and equivalent filings in foreign jurisdictions, (c) filings required under Environmental Laws

as set forth on Schedule 3.04 , (d) such as have been made or obtained and are in full force and effect,

(e) such actions, consents and approvals the failure of which to be obtained or made would not reasonably

be expected to have a Material Adverse Effect and (f) filings or other actions listed on Schedule 3.04 .

Section 3.05 Financial Statements . Each of the Historical Annual Financial

Statements and the Historical Interim Financial Statements fairly present in all material respects the

consolidated financial condition of Holdings, the Borrower and its Restricted Subsidiaries as of the dates

thereof and the results of operation of Holdings, the Borrower and its Restricted Subsidiaries for the

periods covered thereby in accordance with GAAP consistently applied throughout the periods covered

thereby, except as otherwise expressly noted therein and, in the case of the Historical Interim Financial

Statements, subject to normal year-end audit adjustments.

Section 3.06 Labor Matters .  Except as, in the aggregate, could not reasonably be

expected to have a Material Adverse Effect:

118

(a) there are no strikes or other labor disputes against any Restricted Subsidiary

pending or, to the knowledge of the Borrower, threatened;

(b) hours worked by and payment made to employees of each Restricted Subsidiary

have not been in violation of the Fair Labor Standards Act or any other applicable law dealing with such

matters; and

(c) all payments due from any Restricted Subsidiary on account of employee health

and welfare insurance have been paid or accrued as a liability on the books of the relevant Restricted

Subsidiary.

Section 3.07 Title to Properties .  Each of Holdings, the Borrower and the Restricted

Subsidiaries has valid fee simple title to, or valid leasehold interests in, or easements or other limited

property interests in, all of its Real Properties and has valid title to its personal property and assets, in

each case, except for Permitted Liens and defects in title that do not materially interfere with its ability to

conduct its business as currently conducted or to utilize such properties and assets for their intended

purposes and except where the failure to have such title would not reasonably be expected to have,

individually or in the aggregate, a Material Adverse Effect.  All such properties and assets are free and

clear of Liens, other than Permitted Liens.

Section 3.08 Subsidiaries . Schedule 3.08 sets forth as of the Closing Date the name

and jurisdiction of incorporation, formation or organization of each direct or indirect Subsidiary of

Holdings and, as to each such Subsidiary, the percentage of each class of Equity Interests owned by

Holdings or by any such Subsidiary.

Section 3.09 Litigation; Compliance with Laws .

(a) Except as set forth on Schedule 3.09(a) , there are no actions, suits or proceedings

at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending, or, to

the knowledge of the Borrower, threatened in writing against or affecting Holdings, the Borrower or any

of the Restricted Subsidiaries or any business, property or rights of any such person (but excluding any

actions, suits or proceedings arising under or relating to any Environmental Laws, which are subject to

Section 3.16 ) which would reasonably be expected to have, individually or in the aggregate, a Material

Adverse Effect.

(b) To the knowledge of the Borrower, none of Holdings, the Borrower, the

Restricted Subsidiaries or their respective properties or assets is in violation of (nor will the continued

operation of their material properties and assets as currently conducted violate) any law, rule or regulation

(including any zoning, building, ordinance, code or approval, or any building permit, but excluding any

Environmental Laws, which are subject to Section 3.16 ) or any restriction of record or agreement

affecting any property, or is in default with respect to any judgment, writ, injunction or decree of any

Governmental Authority, where such violation or default would reasonably be expected to have,

individually or in the aggregate, a Material Adverse Effect.

Section 3.10 Federal Reserve Regulations .

(a) Neither Holdings, the Borrower nor any of the Restricted Subsidiaries is engaged

principally, or as one of its important activities, in the business of extending credit for the purpose of

purchasing or carrying Margin Stock.

119

(b) No part of the proceeds of any Loan will be used, whether directly or indirectly,

and whether immediately, incidentally or ultimately, (i) to purchase or carry Margin Stock or to extend

credit to others for the purpose of purchasing or carrying Margin Stock or to refund indebtedness

originally incurred for such purpose or (ii) for any purpose that entails a violation of, or that is

inconsistent with, the provisions of the Regulations of the Board, including Regulation U or

Regulation X.

Section 3.11 Investment Company Act .  None of Holdings nor any of the Restricted

Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment

Company Act of 1940, as amended.

Section 3.12 [Reserved.]

Section 3.13 Tax Returns .  Except as set forth on Schedule 3.13 :

(a) Except as would not, individually or in the aggregate, reasonably be expected to

result in a Material Adverse Effect, each of Holdings and the Restricted Subsidiaries has timely filed or

caused to be timely filed all federal, state, local and non-U.S. Tax returns required to have been filed by it

and each such Tax return is true and correct;

(b) Each of Holdings and the Restricted Subsidiaries has timely paid or caused to be

timely paid all Taxes shown to be due and payable by it on the returns referred to in clause (a) of this

Section 3.13 and all other Taxes or assessments (or made adequate provision (in accordance with GAAP)

for the payment of all Taxes due) with respect to all periods or portions thereof ending on or before the

Closing Date (except Taxes or assessments that are being contested in good faith by appropriate

proceedings in accordance with Section 5.03 and for which Holdings or any of the Restricted Subsidiaries

(as the case may be) has set aside on its books adequate reserves in accordance with GAAP), which

Taxes, if not paid or adequately provided for, would, individually or in the aggregate, reasonably be

expected to have a Material Adverse Effect; and

(c) Other than as would not, individually or in the aggregate, reasonably be expected

to have a Material Adverse Effect, as of the Closing Date, with respect to each of Holdings and the

Restricted Subsidiaries, there are no claims being asserted in writing with respect to any Taxes.

Section 3.14 No Material Misstatements .

(a) All written information (other than financial projections and other forward

looking statements, estimates and information of a general economic nature or general industry nature)

(the “ Information ”) concerning Holdings or any of its Subsidiaries and any transactions contemplated

hereby prepared by or on behalf of the foregoing or their representatives and made available to any

Xxxxxx, any Lead Arranger or the Administrative Agent in connection with the transactions contemplated

hereby, when taken as a whole, was true and correct in all material respects as of the date such

Information was furnished to such person and as of the Closing Date and did not, taken as a whole,

contain any untrue statement of a material fact as of any such date or omit to state a material fact

necessary in order to make the statements contained therein, taken as a whole, not materially misleading

in light of the circumstances under which such statements were made.

(b) The financial projections and other forward looking statements, estimates and

information of a general economic nature prepared by or on behalf of the Borrower or any of its

representatives and that have been made available to any Lenders, any Lead Arranger or the

120

Administrative Agent in connection with the Transactions or the other transactions contemplated hereby

have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of

the date thereof (it being understood that actual results may vary materially from such information), as of

the date such financial projections and other forward looking statements and estimates were furnished to

the Lenders and as of the Closing Date.

Section 3.15 Employee Benefit Plans .

(a) Except as would not reasonably be expected, individually or in the aggregate, to

have a Material Adverse Effect: (i) each Plan is in compliance with the applicable provisions of ERISA

and the Code; (ii) no Reportable Event has occurred during the past five (5) years as to which Holdings or

any of the Restricted Subsidiaries or any ERISA Affiliate was required to file a report with the PBGC;

(iii) no ERISA Event has occurred or is reasonably expected to occur; (iv) none of Holdings or the

Restricted Subsidiaries has engaged in a “prohibited transaction” (as defined in Section 406 of ERISA

and Code Section 4975) in connection with any employee pension benefit plan (as defined in Section 3(2)

of ERISA) that would subject Holdings or any of the Restricted Subsidiaries to tax or other penalty; (v)

none of Holdings, any of the Restricted Subsidiaries or, to the knowledge of Holdings, the Borrower or

any of the Restricted Subsidiaries, any ERISA Affiliate has received any written notification that any

Multiemployer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA,

or has knowledge that any Multiemployer Plan is reasonably expected to be in reorganization (within the

meaning of Section 4242 of ERISA), terminated, insolvent (within the meaning of Section 4245 of

ERISA), or in endangered or in, or reasonably expected to be in, critical status (within the meaning of

Section 305 of ERISA); and (vi) none of Holdings, any of the Restricted Subsidiaries or, to the

knowledge of Holdings, the Borrower and the Restricted Subsidiaries, any ERISA Affiliate has incurred,

and neither Holdings nor any of the Restricted Subsidiaries is reasonably expected to incur, any

Withdrawal Liability to any Multiemployer Plan.

(b) Each of Holdings and the Restricted Subsidiaries is in compliance with (i) all

applicable provisions of law and all applicable regulations and published interpretations thereunder with

respect to any employee pension benefit plan or other employee benefit plan governed by the laws of a

jurisdiction other than the United States and (ii) the terms of any such plan, except, in each case, for such

noncompliance that would not reasonably be expected to have a Material Adverse Effect.

(c) Within the last five (5) years, no Plans of Holdings or any of the Restricted

Subsidiaries or, to the knowledge of Holdings, the Borrower or any of the Restricted Subsidiaries, ERISA

Affiliates have been terminated, whether or not in a “standard termination” (as such term is used in

Section 404(b)(1) of ERISA) that would reasonably be expected to result in liability to Holdings, the

Restricted Subsidiaries or the ERISA Affiliates in excess of $15.0 million, nor has any Plan of the

Borrower or any of the Restricted Subsidiaries or, to the knowledge of Holdings, the Borrower or the

Restricted Subsidiaries, the ERISA Affiliates (determined at any time within the past five (5) years) with

an Insufficiency been transferred outside of the “controlled group” (within the meaning of Section

4001(a)(14) of ERISA) of Holdings, the Restricted Subsidiaries or the ERISA Affiliates that has or would

reasonably be expected to result in a Material Adverse Effect.

(d) Except as would not reasonably be expected to result in a Material Adverse

Effect, there are no pending, or to the knowledge of Holdings or the Borrower, threatened claims (other

than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against

any Plan or any person as fiduciary or sponsor of any Plan that could result in liability to Holdings or any

of the Restricted Subsidiaries.

121

(e) Except as would not reasonably be expected, individually or in the aggregate, to

have a Material Adverse Effect, each Foreign Benefit Plan is in compliance in all material respects with

all requirements of law applicable thereto and the respective requirements of the governing documents of

such plan.  With respect to each Foreign Benefit Plan, none of Holdings or any of the Restricted

Subsidiaries or Affiliates or any of their respective directors, officers, employees or agents has engaged in

a transaction which would subject Holdings or any of the Restricted Subsidiaries or Affiliates, directly or

indirectly, to a tax or civil penalty which can reasonably be expected, individually or in the aggregate, to

result in a Material Adverse Effect.

Section 3.16 Environmental Matters .  Except as set forth on Schedule 3.16 or as to

matters that would not reasonably be expected to have, individually or in the aggregate, a Material

Adverse Effect,

(a) Holdings, the Borrower and each of the Restricted Subsidiaries is in compliance

with all Environmental Laws (including having obtained all permits, licenses and other approvals required

under any Environmental Law for the operation of its business as currently conducted and being in

compliance with the terms of such permits, licenses and other approvals),

(b) neither Holdings, the Borrower nor any of the Restricted Subsidiaries has

received notice of or is subject to any pending, or to Holdings’ or the Borrower’s knowledge, threatened

action, suit or proceeding alleging a violation of, or liability under, any Environmental Law that remains

outstanding or unresolved,

(c) to Holdings’ or the Borrower’s knowledge, there is and has been no Release or

threatened Release of Hazardous Material at, on or under any property currently or formerly owned,

operated or leased by Holdings, the Borrower or any of the Restricted Subsidiaries and no Hazardous

Material has been generated, owned, treated, stored, handled or controlled by Holdings, the Borrower or

any of the Restricted Subsidiaries and transported to or Released at any location which, in each case,

described in this clause (c) , would reasonably be expected to result in liability to Holdings, the Borrower

or the Restricted Subsidiaries and

(d) there are no agreements in which Holdings, the Borrower or any of the Restricted

Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely

liability or obligation of any other person arising under or relating to Environmental Laws or any

Hazardous Materials.

Section 3.17 Security Documents .

(a) The Collateral Agreement is effective to create in favor of the Administrative

Agent (for the benefit of the Secured Parties) a legal, valid and enforceable security interest in the

Collateral described therein and proceeds thereof.  In the case of the Pledged Collateral described in the

Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged

Collateral are delivered to the Administrative Agent (or a designated bailee thereof), and in the case of the

other Collateral described in the Collateral Agreement (other than the Intellectual Property (as defined in

the Collateral Agreement)), when financing statements and other filings specified in the Collateral

Agreement are filed in the offices specified in the schedules to the Collateral Agreement, the

Administrative Agent (for the benefit of the Secured Parties) shall have a perfected Lien on, and security

interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315

of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the

122

extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case

prior and superior in right to the Lien of any other person (except for Permitted Liens).

(b) When the Collateral Agreement or a summary thereof is properly filed in the

United States Patent and Trademark Office and the United States Copyright Office, and, with respect to

Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the

financing statements referred to in paragraph (a) of this Section 3.17 , the Administrative Agent (for the

benefit of the Secured Parties) shall have, solely if and to the extent that a security interest may be

perfected by making such filings, a fully perfected Lien on, and security interest in, all right, title and

interest of the Loan Parties thereunder in the domestic Intellectual Property, in each case prior and

superior in right to the Lien of any other person (except for Permitted Liens) (it being understood that

subsequent recordings in the United States Patent and Trademark Office and the United States Copyright

Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent

applications and registered copyrights acquired by the grantors after the Closing Date).

(c) Notwithstanding anything herein (including this Section 3.17 ) or in any other

Loan Document to the contrary, neither Holdings, the Borrower nor any Restricted Subsidiary makes any

representation or warranty as to the effects of perfection or non-perfection, the priority or the

enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that

is not a Loan Party, or as to the rights and remedies of the Administrative Agent or any Lender with

respect thereto, under foreign law.

Section 3.18 Insurance . The insurance coverage of the Loan Parties complies with the

requirements of Section 5.02 .

Section 3.19 Solvency .  On the Closing Date, after giving effect to the consummation

of the Transactions and the making of the Loans and other extensions of credit hereunder, and after giving

effect to the application of the proceeds of such Indebtedness:

(a) the fair value of the assets of Holdings and its Subsidiaries, on a consolidated

basis, exceeds, on a consolidated basis, their debts and liabilities, direct, subordinated, contingent or

otherwise;

(b) the present fair saleable value of the property of Holdings and its Subsidiaries, on

a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a

consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts

and other liabilities become absolute and matured;

(c) Holdings and its Subsidiaries, on a consolidated basis, are able to pay their debts

and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured; and

(d) Holdings and its Subsidiaries, on a consolidated basis, are not engaged in, and are

not about to engage in, business for which they have unreasonably small capital.

For purposes of determining solvency, the amount of any contingent liability at any time shall be

computed as the amount that would reasonably be expected to become an actual and matured liability.

Section 3.20 No Material Adverse Effect .  Since September 30, 2023, there has been

no change in the financial condition, business, operations, assets or liabilities of Holdings and the

123

Restricted Subsidiaries that, taken as a whole, has had, or could reasonably be expected to have, either

individually or in the aggregate, a Material Adverse Effect.

Section 3.21 [Reserved].

Section 3.22 USA PATRIOT Act; Anti-Corruption Laws; Sanctions

(a) To the extent applicable, each of Holdings, the Borrower and the Restricted

Subsidiaries is in compliance, in all material respects, with the USA PATRIOT Act, Anti-Corruption

Laws, and applicable Sanctions.

(b) None of Holdings, the Borrower nor any of the Restricted Subsidiaries is any of

the following:

(i) a person 50% or greater owned or Controlled by, or acting for or on

behalf of, any person that is listed in the annex to, or is otherwise subject to the provisions of, the

Executive Order;

(ii) a person that commits, threatens or conspires to commit or supports

“terrorism” as defined in the Executive Order;

(iii) a Sanctioned Person, or

(iv) organized or resident in a Sanctioned Country.

(c) None of the proceeds of the Loans will be offered, lent, contributed or otherwise

made available, directly or knowingly indirectly, to any Subsidiary, joint venture partner or other person

(A) for the purpose of financing the activities of any Sanctioned Person or (B) in any manner that would

result in the violation of any Sanctions or any Anti-Corruption Law .

Section 3.23 Intellectual Property; Licenses, Etc.   Except as would not reasonably

be expected to have a Material Adverse Effect or as set forth on Schedule 3.23 ,

(a) Holdings, the Borrower and each of the Subsidiary Loan Parties owns, or

possesses the right to use, all intellectual property, including all of the patents, patent rights, trademarks,

service marks, trade names, trade dress, copyrights or mask works, domain names, applications and

registrations for any of the foregoing (collectively, “ Intellectual Property Rights ”) that are reasonably

necessary for the operation of their respective businesses,

(b) neither Holdings, the Borrower nor any of the Subsidiary Loan Parties nor any

product, process, method, substance, part or other material now employed, sold or offered by Holdings,

the Borrower or the Subsidiary Loan Parties is infringing, misappropriating or otherwise violating

Intellectual Property Rights of any person,

(c) no claim or litigation regarding any of the foregoing is pending or, to the

knowledge of Holdings or the Borrower, threatened, and

(d) no person is infringing, misappropriating or otherwise violating the Intellectual

Property Rights owned by Holdings, the Borrower or any of the Subsidiary Loan Parties.

124

Section 3.24 EEA Financial Institutions . No Loan Party is an EEA Financial

Institution.

ARTICLE IV.

CONDITIONS OF LENDING

Section 4.01 Conditions Precedent .  The agreement of each Lender (including a

Swingline Lender) to make Loans and of any Issuing Bank to issue Letters of Credit or amend, extend or

renew Letters of Credit hereunder on the Closing Date is subject to the satisfaction and waiver by the

Lead Arrangers, prior to or concurrently with the making of the Loans or any such other extension of

credit on the Closing Date, of the following conditions precedent (unless otherwise provided by Section

5.13 ):

(a) Loan Documents .  The Administrative Agent shall have received (i) this

Agreement, the Collateral Agreement and each other Security Document required to be delivered on the

Closing Date, in each case, duly executed and delivered by a Responsible Officer of each Loan Party

party thereto and (ii) for the account of each Lender that has requested the same at least three (3) Business

Days prior to the Closing Date, a Note executed and delivered by a Responsible Officer of the Borrower.

(b) Borrowing Request .  Prior to the Closing Date, the Administrative Agent shall

have received a Borrowing Request meeting the requirements of Section 2.03(a) .

(c) Refinancing .  The refinancing of the Existing Facilities shall be consummated

substantially concurrently with the making of the Loans hereunder (and the Borrower shall have provided

to the Administrative Agent reasonable evidence thereof, including reasonably satisfactory payoff letters,

mortgage releases, Intellectual Property Rights releases, UCC-3 termination statements, terminations of

deposit account control agreements and terminations of landlord waivers, if applicable).

(d) Financial Statements . The Administrative Agent shall have received the

Historical Annual Financial Statements and the Historical Interim Financial Statements.

(e) Fees .  All accrued fees of the Administrative Agent, all fees owed to the Lenders

and all reasonable, documented and invoiced out-of-pocket expenses required to be paid by the Borrower

to the Lenders, the Lead Arrangers and the Administrative Agent on or before the Closing Date ( t o the

extent invoiced at least two (2) Business Da y s prior to the Clo s ing Date except as otherw is e

agreed by the Borrower) shall have been paid to the extent due and payable.

(f) Solvency Certificate .  The Administrative Agent shall have received a solvency

certificate substantially in the form attached hereto as Exhibit B executed by a Financial Officer of the

Borrower.

(g) Closing Date Certificates .  The Administrative Agent shall have received a

certificate of a Responsible Officer of the Borrower with respect to each Loan Party dated the Closing

Date and certifying:

(i) that attached thereto is a true and complete copy of the charter or other

similar organizational document of each Loan Party and each amendment thereto, certified (as of

a date reasonably near the date of the initial extension of credit) as being a true and correct copy

thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in

which each such Loan Party is organized;

125

(ii) that attached thereto is a true and complete copy of a certificate of the

Secretary of State or other applicable Governmental Authority of the jurisdiction in which each

such Loan Party is organized, dated reasonably near the date of the initial extension of credit,

listing the charter or other similar organizational document of such Loan Party and each

amendment thereto on file in such office and, if available, certifying that (A) such amendments

are the only amendments to such person’s charter on file in such office, (B) such person has paid

all franchise taxes to the date of such certificate and (C) such person is duly organized and in

good standing or full force and effect under the laws of such jurisdiction;

(iii) that attached thereto is a true and complete copy of resolutions duly

adopted by the Governing Persons of such Loan Party authorizing the execution, delivery and

performance of the Loan Documents to which it is a party or any other document delivered in

connection herewith and that such resolutions have not been modified, rescinded or amended and

are in full force and effect; and

(iv) as to the incumbency and specimen signature of each Responsible

Officer executing the Loan Documents or any other document delivered in connection herewith

on behalf of such Loan Party (together with a certificate of another officer as to the incumbency

and specimen signature of the Responsible Officer executing the certificate pursuant to this

Section 4.01(g) ).

(h) Legal Opinions .  The Administrative Agent shall have received a customary

legal opinion, in form and substance reasonably acceptable to the Administrative Agent, of (i) Xxxxxxxx &

Xxxxxxxx LLP, New York counsel to the Loan Parties, and (ii) Xxxxxxxx Xxxxxxxxx & Xxxxxx PC,

Pennsylvania counsel to Versatex Building Products, LLC.

(i) Pledged Equity Interests; Pledged Notes .  Except as otherwise agreed by the

Administrative Agent, the Administrative Agent shall have received (i) the certificates representing the

Equity Interests pledged pursuant to the Collateral Agreement (if such Equity Interests are certificated),

together with an undated stock power for each such certificate executed in blank by a duly authorized

officer of the pledgor thereof and (ii) each promissory note required to be delivered by the Loan Parties

pursuant to the Collateral Agreement endorsed in blank (or accompanied by an executed transfer form in

blank) by the pledgor thereof.

(j) No Material Adverse Effect .   From September 30, 2023 to the Closing Date, no

event or development shall have occurred that has had, or would reasonably be expected to have,

individually, or in the aggregate, any Material Adverse Effect.

(k) Security Interests .  The Administrative Agent shall have received the results of

a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in

the applicable jurisdiction of organization of each Loan Party and copies of the financing statements (or

similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative

Agent that the Liens indicated by such financing statements (or similar documents) are permitted by

Section 6.02 or have been or will contemporaneously with the initial funding of the Loans on the Closing

Date be released or terminated.  Each document (including any UCC financing statement) required by the

Security Documents or reasonably requested by the Administrative Agent (subject to the terms of the

Collateral Agreement) to be filed, registered or recorded in order to create in favor of the Administrative

Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior

and superior in right to any other person (other than with respect to Permitted Liens), shall have been

126

filed, registered or recorded or shall have been delivered to the Administrative Agent in proper form for

filing, registration or recordation.

(l) Know Your Customer and Other Required Information .   To the extent

reasonably requested in writing (which shall include any requests by e-mail) at least five (5) Business

Days prior to the Closing Date, the Lenders shall have received, no later than three (3) Business Days

prior to the Closing Date, all documentation and other information about the Loan Parties that is required

by regulatory authorities under applicable “know your customer” and anti-money laundering rules and

regulations, including the USA PATRIOT Act.

(m) Representations and Warranties .   Each of the representations and warranties

made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material

respects on and as of the Closing Date, except to the extent such representations and warranties expressly

relate to an earlier date (in which case such representations and warranties shall be true and correct in all

material respects as of such earlier date); provided that any representation and warranty that is qualified

by “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving

effect to any such qualification therein) in all respects.

(n) No Default .  No Default or Event of Default shall have occurred and be

continuing on such date or after giving effect to the making of the Term Loans on the Closing Date.

(o) Insurance .  The Administrative Agent shall have received a copy of, or a

certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable

provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a

“standard” or “New York” lender’s loss payable endorsement (as applicable) and shall name the

Administrative Agent, on behalf of the Secured Parties, as additional insured or loss payee, as applicable,

in form and substance reasonably satisfactory to the Administrative Agent.

Section 4.02 Subsequent Borrowings .  Each Borrowing or other extension of credit

(including the issuance, amendment or extension of a Letter of Credit but excluding any conversion of a

Loan from one Type to another or continuation of a Loan of a given Type) after the Closing Date is

subject to the satisfaction (or waiver in accordance with Section 9.08 ) of the following conditions

precedent on the date of such Borrowing:

(a) The Administrative Agent shall have received, in the case of a Borrowing, a

Borrowing Request as required by Section 2.03 or, in the case of the issuance, amendment or extension of

a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice

requesting the issuance, amendment or extension of such Letter of Credit as required by Section 2.22(b) .

(b) Except as set forth in Section 2.19(c) with respect to Incremental Term Loans

used to finance a Limited Condition Event, the representations and warranties of the Borrowers and each

other Loan Party contained in Article III or any other Loan Document shall be true and correct in all

material respects on and as of the date of such Borrowing; provided , that, to the extent that such

representations and warranties specifically refer to an earlier date, they shall be true and correct in all

material respects as of such earlier date; provided , further , that any representation and warranty that is

qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after

giving effect to any such qualification therein) in all respects on such respective dates.

(c) Except as set forth in Section 2.19(c) with respect to Incremental Term Loans

used to finance a Limited Condition Event, at the time of and immediately after giving effect to such

127

Borrowing or other extension of credit (other than an amendment of a Letter of Credit without any

increase in the stated amount of such Letter of Credit), no Event of Default or Default shall have occurred

and be continuing.

ARTICLE V.

AFFIRMATIVE COVENANTS

Each of Holdings and the Borrower covenants and agrees with each Lender that so long

as this Agreement shall remain in effect and until the Obligations (other than Obligations in respect of

Specified Hedge Agreements, Cash Management Obligations and contingent indemnification and

reimbursement obligations that are not yet due and payable and for which no claim has been asserted)

shall have been paid in full and the Commitments have been terminated and Letters of Credit expired,

terminated or Cash Collateralized or backstopped on terms satisfactory to the Issuing Banks, Holdings

and the Borrower will, and will cause the Restricted Subsidiaries to:

Section 5.01 Existence; Businesses and Properties .

(a) Do or cause to be done all things necessary to preserve, renew and keep in full

force and effect its legal existence, except, in the case of a Restricted Subsidiary other than the Borrower,

where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and

except as otherwise expressly permitted under Section 6.05 .

(b) Except where the failure to do so would not reasonably be expected to have a

Material Adverse Effect, do or cause to be done all things necessary to (i) lawfully obtain, preserve,

renew, extend and keep in full force and effect the permits, franchises, authorizations, Intellectual

Property Rights, licenses and rights with respect thereto necessary to the normal conduct of its business

and (ii) at all times maintain and preserve all property necessary to the normal conduct of its business and

keep such property in good repair, working order and condition and from time to time make, or cause to

be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto

necessary in order that the business carried on in connection therewith, if any, may be properly conducted

at all times (in each case except as expressly permitted by this Agreement).

Section 5.02 Insurance .

(a) Maintain insurance in such amounts and against such risks as are customarily

maintained by similarly situated companies engaged in the same or similar businesses operating in the

same or similar locations either with or by (or a combination of), at the Borrower’s option, (i) financially

sound and reputable insurance companies, in which case the Borrower shall use its commercially

reasonable efforts to cause the Administrative Agent to be listed as a co-loss payee on property and

casualty policies and as an additional insured on liability policies, or (ii) maintaining a sufficient amount

of funds to effect self-insurance in an amount customarily maintained by similarly situated companies

engaged in the same or similar business.  Schedule 5.02 sets forth a true, complete and correct description

of all material insurance maintained by or on behalf of Holdings, the Borrower or the other Loan Parties

as of the Closing Date.

(b) In connection with the covenants set forth in this Section 5.02 , it is understood

and agreed that:

(i) neither the Administrative Agent, the Lenders or the Issuing Banks nor

their respective agents or employees shall be liable for any loss or damage insured by the

128

insurance policies required to be maintained under this Section 5.02 , it being understood that (A)

Holdings, the Borrower and the Restricted Subsidiaries shall look solely to their insurance

companies or any other parties other than the aforesaid parties for the recovery of such loss or

damage and (B) such insurance companies shall have no rights of subrogation against the

Administrative Agent, the Lenders, the Issuing Banks or their agents or employees.  If, however,

the insurance policies, as a matter of the internal policy of such insurer, do not provide waiver of

subrogation rights against such parties, as required above, then each of Holdings and the

Xxxxxxxx hereby agrees, to the extent permitted by law, to waive, and further agrees to cause each

of the Restricted Subsidiaries, to the extent permitted by law, to waive, its right of recovery, if

any, against the Administrative Agent, the Lenders, the Issuing Banks and their agents and

employees;

(ii) the designation of any form, type or amount of insurance coverage by the

Administrative Agent under this Section 5.02 shall in no event be deemed a representation,

warranty or advice by the Administrative Agent, the Lenders or the Issuing Banks that such

insurance is adequate for the purposes of the business of Holdings, the Borrower and the

Restricted Subsidiaries or the protection of their properties; and

(iii) if insurance is procured from insurance companies, the Borrower shall

use commercially reasonable efforts to obtain customary endorsements with respect to property

and casualty insurance providing that such insurance shall not be canceled, modified or not

renewed (x) by reason of nonpayment of premium except upon not less than ten (10) days’ prior

written notice thereof by the insurer to the Administrative Agent (giving the Administrative

Agent the right to cure defaults in the payment of premiums) or (y) for any other reason except

upon not less than thirty (30) days’ prior written notice thereof by the insurer to the

Administrative Agent.

Section 5.03 Taxes .  Pay and discharge promptly when due all material Taxes

imposed upon it or its income or profits or in respect of its property, before the same shall become

delinquent or in default; provided that such payment and discharge shall not be required with respect to

any Tax, assessment, charge or levy so long as (a) the validity or amount thereof shall be contested in

good faith by appropriate proceedings and (b) Holdings, the Borrower or any affected Restricted

Subsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAP

with respect thereto, except to the extent that the failure to do so could not reasonably be expected to have

a Material Adverse Effect.

Section 5.04 Financial Statements, Reports, etc.