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

WELLS FARGO BANK, NATIONAL ASSOCIATION.,

as Administrative Agent

JPMORGAN CHASE BANK, N.A.,

WELLS 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

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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

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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

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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

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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

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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

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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 Wells 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 1.01Defined 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 Wells Fargo Bank, National Association, in its

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

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

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“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

Borrower 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

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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

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(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”.

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“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 Lender’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 Dodd-Frank Wall 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

therein, duly 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 Lender’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).

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“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; providedthat 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