AMENDMENT NO. 1 TO SENIOR SECURED SECOND LIEN CREDIT AGREEMENT

Exhibit 10.17

AMENDMENT NO. 1 TO SENIOR SECURED SECOND LIEN CREDIT AGREEMENT

AMENDMENT NO. 1 TO SENIOR SECURED SECOND LIEN CREDIT AGREEMENT (this “Amendment No. 1”), dated as of July 3, 2018, by and among PROJECT ANGEL HOLDINGS, LLC, a Delaware limited liability company (“Initial Borrower”), PROJECT ANGEL INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), MERIDIANLINK, INC., a California corporation (“ML Target”, and together with Initial Borrower, each a “Borrower” and collectively the “Borrowers”), each lender from time to time party thereto and DBD Credit Funding LLC, as administrative agent and collateral agent (the “Administrative Agent”). All capitalized terms used herein (including in this preamble) and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.

PRELIMINARY STATEMENTS

WHEREAS, the Borrowers have entered into that certain Senior Secured Second Lien Credit Agreement, dated as of May 31, 2018, among the Borrowers, Holdings, the lenders party thereto from time to time (collectively, the “Lenders” and each individually, a “Lender”), and the Administrative Agent (the “Credit Agreement”);

WHEREAS, the parties have requested that the Credit Agreement be amended as set forth herein (the Credit Agreement, as amended by this Amendment No. 1, the “Amended Credit Agreement”);

WHEREAS, each Lender that executes and delivers a consent and executed signature page to this Amendment No. 1 will be deemed to have agreed to the terms of this Amendment No. 1 and the Amended Credit Agreement;

WHEREAS, each Loan Party party hereto (collectively, the “Reaffirming Parties”, and each, a “Reaffirming Party”) expects to realize substantial direct and indirect benefits as a result of this Amendment No. 1 becoming effective and the consummation of the transactions contemplated hereby and agrees to reaffirm its obligations under the Credit Agreement, the Collateral Documents, and the other Loan Documents to which it is a party.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged by each party hereto, it is agreed:

SECTION 1. CERTAIN DEFINITIONS. Capitalized terms used (including in the preamble and recitals hereto) but not defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement. As used in this Amendment No. 1:

“Amended Credit Agreement” is defined in the second recital hereto.

“Amendment No. 1” is defined in the preamble hereto.

“Amendment No. 1 Effective Date” means the date on which the conditions set forth in Section 5 of this Amendment No. 1 are satisfied or waived.

“Credit Agreement” is defined in the first recital hereto.

“Lenders” is defined in the first recital hereto.

“Reaffirming Parties” is defined in the fourth recital hereto.

SECTION 2. AMENDMENTS TO LOAN DOCUMENTS. The Borrowers, Holdings, the Lenders party hereto (comprising 100% of the Lenders on the date hereof), the Administrative Agent and the other parties party hereto agree that on the Amendment No. 1 Effective Date, the Credit Agreement shall hereby be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the Amended Credit Agreement attached hereto as Exhibit A.

SECTION 3. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT. On and after the Amendment No. 1 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or text of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment No. 1. This Amendment No. 1 shall for all purposes constitute a “Loan Document” under and as defined in the Credit Agreement and the other Loan Documents.

SECTION 4. REPRESENTATIONS & WARRANTIES. In order to induce the Lenders and the Administrative Agent to enter into this Amendment No. 1, each Loan Party hereby represents and warrants to the Lenders and the Administrative Agent on and as of the Amendment No. 1 Effective Date that each of the representations and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (provided that, any representation and warranty that is qualified by “materiality,” “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein)) on and as of the Amendment No. 1 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or if any such representation and warranty is qualified by “materiality,” “material adverse effect” or similar language, shall be true and correct in all respects (after giving effect to any such qualification therein)) on and as of such earlier date); provided that all references in the representations set forth in Sections 5.01, 5.02, 5.03, 5.04, 5.06, 5.12, 5.13, 5.14 and 5.19 of the Credit Agreement to “Loan Documents” shall be deemed to be references to this Amendment No. 1 and the other Loan Documents (including the Credit Agreement) as amended by this Amendment No. 1.

SECTION 5. CONDITIONS PRECEDENT. This Amendment No. 1 shall become effective as of the first date (the “Amendment No. 1 Effective Date”) when each of the conditions set forth in this Section 5 shall have been satisfied:

SECTION 6. [RESERVED].

SECTION 7. REAFFIRMATION.

SECTION 8. MISCELLANEOUS PROVISIONS.

[Remainder of page intentionally blank; signatures begin next page]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed by their respective authorized officers as of the date first above written.

[Signature Page to Amendment No. 1 to Senior Secured Second Lien Credit Agreement]

[Signature Page to Amendment No. 1 to Senior Secured Second Lien Credit Agreement]

[Signature Page to Amendment No. 1 to Senior Secured Second Lien Credit Agreement]

EXHIBIT A

AMENDED CREDIT AGREEMENT

(See Attached)

Execution Version

Conformed Through Amendment No. 1

SECOND LIEN CREDIT AGREEMENT

Dated as of May 31, 2018

Among

PROJECT ANGEL HOLDINGS, LLC,

as Initial Borrower,

PROJECT ANGEL INTERMEDIATE HOLDINGS, LLC,

as Holdings,

DBD CREDIT FUNDING LLC,

as Administrative Agent and Collateral Agent,

and

The Other Lenders Parties Hereto

DBD CREDIT FUNDING LLC,

as Bookrunner and Lead Arranger

TABLE OF CONTENTS

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SECOND LIEN CREDIT AGREEMENT

This SECOND LIEN CREDIT AGREEMENT (this “Agreement”) is dated as of May 31, 2018, among Project Angel Holdings, LLC, a Delaware limited liability company “Initial Borrower”), Project Angel Intermediate Holdings, LLC, a Delaware limited liability company “Holdings”), MeridianLink, Inc., a California corporation (“ML Target” and together with Initial Borrower, each a “Borrower” and collectively, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and DBD Credit Funding LLC (“Fortress”), as Administrative Agent, and Collateral Agent. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 1.01.

PRELIMINARY STATEMENTS:

(1) On the Initial Closing Date, pursuant to the Equity Purchase Agreement, dated as of March 23, 2018, by and among Initial Borrower, ML Target, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, Apichat Treerojpom, ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇, together, the sellers, the sellers’ representative and the other parties thereto (together with the exhibits and schedules thereto, as amended, restated, supplemented or otherwise modified from time to time, the “ML Acquisition Agreement”), Initial Borrower will purchase all of the shares owned by each seller (such purchase and the related transactions contemplated under the ML Acquisition Agreement, the “ML Acquisition”). After giving effect to the ML Acquisition and the other ML Transactions (as defined below), Initial Borrower will own ML Target directly or through one or more of its subsidiaries. Subject to the terms and conditions contained herein, the Initial Borrower has requested that the Term Lenders make term loans to Initial Borrower on the Initial Closing Date in an aggregate principal amount equal to $95,000,000, the proceeds of which will be used by Initial Borrower, together with the proceeds funded under the First Lien Credit Agreement (as defined below) on the Initial Closing Date and proceeds of the Initial Closing Date Equity Contribution (i) to consummate the ML Acquisition, (ii) pay transaction fees and expenses related thereto and (iii) for general corporate purposes.

(2) The Term Lenders have indicated their willingness to so lend on the terms and subject to the conditions set forth herein, including the granting of Liens on Collateral pursuant to the Collateral Documents and the making of the guarantees pursuant to the Guaranties.

(3) In connection herewith, Holdings, Initial Borrower and ML Target will enter into the First Lien Credit Agreement dated as of the date hereof (as amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time in accordance therewith and with the Intercreditor Agreement, the “First Lien Credit Agreement”) and on the Initial Closing Date, Initial Borrower will incur Initial First Lien Loans thereunder in an original aggregate principal amount of $245,000,000 and receive First Lien Delayed Draw Commitments of $70,000,000 to consummate the CRIF Acquisition (as defined below) on, and subject to the occurrence and satisfaction of the conditions with respect to, the Delayed Draw Closing Date.

(4) Subject to the terms and conditions contained herein, Initial Borrower has requested that (a) the Delayed Draw Term Lenders make term loans to Initial Borrower on the Delayed Draw Closing Date in an aggregate principal amount equal to $30,000,000, the proceeds of which will be used by Initial Borrower, together with the proceeds of the Delayed Draw First Lien Facility funded under the First Lien Credit Agreement on the Delayed Draw Closing Date and proceeds of the Initial Closing Date Equity Contribution (and, if necessary, the Delayed Draw Equity Contribution) (i) to consummate the CRIF Acquisition (as defined below), (ii) to pay transaction fees and expenses related thereto and (iii) for general corporate purposes related to the CRIF Acquisition.

(5) On the Delayed Draw Closing Date, pursuant to the Stock Purchase Agreement, dated as of March 24, 2018, by and among Initial Borrower, CRIF S.p.A, a joint stock company incorporated under the laws of Italy, with a registered office in ▇▇▇ ▇. ▇▇▇▇▇▇ ▇-▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, as seller (together with the

exhibits and schedules thereto, as amended, restated, supplemented or otherwise modified from time to time, the “CRIF Acquisition Agreement”), Initial Borrower and/or ML Target (or any other Loan Party to which Initial Borrower assigns its obligations under the CRIF Acquisition Agreement) will purchase all of the shares of CRIF Corporation, a Florida corporation (“CRIF Target”), owned by each seller (such purchase and the related transactions contemplated under the CRIF Acquisition Agreement, the “CRIF Acquisition”). After giving effect to the CRIF Acquisition, Initial Borrower will own CRIF Target directly or through one or more of its subsidiaries.

In consideration of the mutual covenants and agreements herein contained, the parties hereto hereby covenant and agree as follows:

SECTION 1.

DEFINITIONS AND ACCOUNTING TERMS

(a) Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“Acquired Entity” means a Person the excess of 50% of the Equity Interests of which are acquired in connection with a Permitted Acquisition, IP Acquisition or other acquisition permitted hereunder.

“Additional Lender” has the meaning specified in Section 2.18(a).

“Administrative Agent” means Fortress in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, the account maintained by the Administrative Agent which Fortress as the Administrative Agent may from time to time notify to the Borrowers and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form provided by the Administrative Agent.

“Advisory Services Agreement” means the Advisory Services Agreement dated as of May 31, 2018, between ▇▇▇▇▇ ▇▇▇▇▇, LLC and the Borrowers.

“Affiliate” means, with respect to any 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.

“Agents” means, collectively, the Administrative Agent and the Collateral Agent.

“Aggregate Commitments” means the Commitments of all the Lenders.

“Agreement” has the meaning specified in the introductory paragraph thereto.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus 1/2 of 1% per annum, (c) the Eurodollar Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00% and (d) 2.00% per annum; provided that, for the avoidance of doubt, the Eurodollar Rate for any day shall be based on the rate determined on such day at approximately 11 a.m. (London time) by reference to the ICE Benchmark Administration’s Interest Settlement Rates for deposits in Dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the ICE Benchmark Administration as an authorized vendor for the purpose of displaying such rates); provided, further that at no time shall the Alternate Base Rate be less than 0.00% per annum. If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain (x) the Federal Funds Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms

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of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the preceding sentence until the circumstances giving rise to such inability no longer exist, or (y) the Eurodollar Rate for any reason, the Alternate Base Rate shall be determined without regard to clause (c) of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Rate or the Eurodollar Rate shall be effective on the effective date of such change in the Prime Rate, the Federal Funds Rate or the Eurodollar Rate, as the case may be.

“Alternate Base Rate Loan” means a Loan that bears interest based on the Alternate Base Rate.

“Amendment No. 1 Effective Date” means the date on which the conditions set forth in Section 5 of that certain Amendment No, 1 . to Senior Secured Second Lien Credit Agreement, dated as of July [ 1, 2018, among the Initial Borrower, Holdings, ML Target, each Lender party thereto and the Administrative Agent, are satisfied or waived.

“Anti-Corruption Laws” means, all applicable laws, rules, and regulations of any jurisdiction concerning or relating to bribery or corruption, including the U.S. Foreign Corrupt Practices Act of 1977.

“Anti-Money Laundering Laws” means, collectively, all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended, and the applicable anti-money laundering statutes, as amended, and rules and regulations thereunder), or to which Holdings, the Borrowers and the Restricted Subsidiaries are otherwise subject, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency.

“Anti-Terrorism Laws” has the meaning provided in Section 5.17(b).

“Applicable Margin” means, for any date of determination, a rate per annum equal to (x) with respect to the Term Loans that are Eurodollar Rate Loans, 7.258.00%, and (y) with respect to the Term Loans that are Alternate Base Rate Loans, 6.257.00%:

“Applicable Percentage” means, (a) in respect of the Term Facility, with respect to any Term Lender at any time, the percentage (carried out to the ninth decimal place) of the Term Facility represented by the principal amount of such Term Lender’s Term Loans at such time, and (b) in respect of the Delayed Draw Term Loan Commitments, with respect to any Delayed Draw Term Lender at any time, the percentage (carried out to the ninth decimal place) of the Delayed Draw Term Loan Facility represented by the principal amount of such Delayed Draw Term Lender’s Delayed Draw Term Loans at such time. If the Delayed Draw Term Loan Commitments of the Delayed Draw Term Lenders have been terminated pursuant to Section 8.02, or if the Aggregate Commitments have expired, then the Applicable Percentage of each Delayed Draw Term Lender of each Class shall be determined based on the Applicable Percentage of such Delayed Draw Term Lender of such Class most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender in respect of the Term Facility is set forth opposite the name of such Lender on Schedule 2.01 under the caption “Term Loan Commitment”, as of the Initial Closing Date or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. The initial Applicable Percentage of each Lender in respect of the Delayed Draw Term Loan Facility is set forth opposite the name of such Lender on Schedule 2.01 under the caption “Delayed Draw Term Loan Commitment”, as of the Initial Closing Date or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Appropriate Lender” means, at any time, with respect to the Term Facility or Delayed Draw Term Loan Facility, a Lender that has a Commitment with respect to such Facility at such time.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arranger” means Fortress in its capacity as lead arranger and bookrunner.

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“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party, if any, whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent (as required by Section 10.06(g)), in substantially the form of Exhibit E or any other form approved from time to time by the Administrative Agent and the Borrowers, in their reasonable discretion.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capitalized Lease.

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

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

“Bank Product” means any of the following bank products and services provided by any Bank Product Provider: (a) credit cards for commercial customers (including, without limitation, “commercial credit cards” and purchasing cards), (b) store value cards, and (c) depository, cash management, and treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

“Bank Product Agreement” means any agreement entered into by the Borrowers or any Restricted Subsidiary with a Bank Product Provider in connection with Bank Products.

“Bank Product Obligations” means any and all of the obligations of the Borrowers and any Restricted Subsidiary, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Bank Products provided pursuant to a Bank Product Agreement.

“Bank Product Provider” means any Person that is an Arranger, the Administrative Agent, the Collateral Agent or a Lender or an Affiliate of any of the foregoing (or was an Arranger, the Administrative Agent, the Collateral Agent or a Lender or an Affiliate of any of the foregoing at the time it entered into a Bank Product Agreement), in its capacity as a party to a Bank Product Agreement.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Borrower” and “Borrowers” have the meaning assigned to such terms in the introductory paragraph hereto.

“Borrower Materials” has the meaning specified in Section 10.02.

“Borrowing” means a Term Borrowing, the Initial Term Borrowing or the Delayed Draw Term Borrowing, as the context may require.

“Borrowing Notice” means a notice of (a) any Term Borrowing (other than the Initial Term Borrowing or the Delayed Draw Term Borrowing), (b) the Initial Term Borrowing, (c) the Delayed Draw Term Borrowing, (d) a conversion of Loans from one Type to the other, or (e) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A.

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“Business Day” means a day of the year on which banks are not required or authorized by law to close in New York, New York or, if the applicable Business Day relates to any Eurodollar Rate Loans, on which dealings are carried on in the London interbank market.

“Capital Expenditures” means, with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations) or in respect of any capitalized software development. For purposes of this definition, (a) the purchase price of equipment that is purchased substantially contemporaneously with the trade-in or sale of similar equipment or with insurance proceeds therefrom shall be included in Capital Expenditures only to the extent of the gross amount by which such purchase price exceeds the credit granted by the seller of such equipment for the equipment being traded in at such time or the proceeds of such sale or the amount of such insurance proceeds, as the case may be, and (b) the term “Capital Expenditures” shall not include any expenditures (i) made or paid with the net proceeds of amounts paid or contributed after the Initial Closing Date to Parent by the Investors or their Affiliates in consideration of the sale or issuance to the Investors or such Affiliates of Equity Interests of Holdings or through capital contributions, which amounts are contributed through Holdings to the Borrowers through purchases of Qualified Capital Stock of the Borrowers or through capital contributions, (ii) to the extent such Person or any Restricted Subsidiary are reimbursed in cash by a third party (other than a Loan Party or any Restricted Subsidiary of a Loan Party) or (iii) made or assumed in connection with a Permitted Acquisition or an IP Acquisition; for the avoidance of doubt the purchase price paid in connection with a Permitted Acquisition or an IP Acquisition shall not be deemed a Capital Expenditure.

“Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.

“Cash Distributions” means, with respect to any Person for any period, all dividends and other distributions on any of the outstanding Equity Interests in such Person, all purchases, redemptions, retirements, defeasances or other acquisitions of any of the outstanding Equity Interests in such Person and all returns of capital to the stockholders, partners or members (or the equivalent persons) of such Person, in each case to the extent paid in cash by or on behalf of such Person during such period.

“Cash Equivalents” means any of the following types of Investments:

(a) readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support thereof;

(b) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than 360 days from the date of acquisition thereof;

(c) commercial paper in an aggregate amount of no more than $1,000,000 per issuer outstanding at any time issued by any Person organized under the laws of any state of the United States of America and rated at least “Prime-1” (or the then equivalent grade) by ▇▇▇▇▇’▇ or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than 270 days from the date of acquisition thereof;

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(d) Investments, classified in accordance with GAAP as Current Assets of the Borrowers or any Restricted Subsidiary, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either ▇▇▇▇▇’▇ or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition; and

(e) other short-term investments utilized by the Borrowers and their Foreign Subsidiaries in accordance with normal investment practices for cash management in investments of a type analogous to the foregoing.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980.

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“CFC” means a controlled foreign corporation as defined in Section 957(a) of the Code.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority. For purposes hereof, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means an event or series of events by which:

(a) prior to a Qualifying IPO, (i) the Permitted Holders shall cease to own and control legally and beneficially, either directly or indirectly, equity securities in Holdings representing a majority of the combined voting power of all of the equity securities entitled to vote for members of the board of directors or equivalent governing body of Holdings on a fully-diluted basis or (ii) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than the Permitted Holders becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more of the equity securities of Holdings entitled to vote for members of the board of directors or equivalent governing body of Holdings on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) than are beneficially owned by the Permitted Holders; or

(b) on or after a Qualifying IPO, (i) the Permitted Holders shall fail to be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934) of 40% or more of the equity securities of Holdings entitled to vote for members of the board of directors or equivalent governing body of Holdings on a fully-diluted basis or (ii) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other

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than the Permitted Holders becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more of the equity securities of Holdings entitled to vote for members of the board of directors or equivalent governing body of Holdings on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) than are beneficially owned by the Permitted Holders; or

(c) on or after a Qualifying IPO, the Permitted Holders shall fail to have the power to exercise, directly or indirectly, a controlling influence over the management or policies of Holdings; or

(d) Holdings shall cease, directly or indirectly, to own and control legally and beneficially all of the Equity Interests in the Borrowers; or

(e) a “change of control” or any comparable event shall have occurred under, and as defined in the First Lien Credit Agreement or any agreement evidencing Indebtedness of any Loan Party or any Restricted Subsidiary of any Loan Party in excess of the Threshold Amount.

“Class” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Term Loans (of a Class), Delayed Draw Term Loans (of a Class), Incremental Term Loans (of a Class), Refinancing Term Loans (of a Class) or Extended Term Loans (of the same Extension Series); when used in reference to any Commitment or Facility, refers to whether such Commitment, or the Commitments comprising such Facility, are Term Commitments (of a Class), Delayed Draw Term Loan Commitments (of a Class), or Incremental Term Commitments (of a Class); and when used in reference to any Lender, refers to whether such Lender has a Loan or Commitment of such Class.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means all of the “Collateral” and “Mortgaged Property” referred to in the Collateral Documents, the Mortgaged Properties and all of the other property and assets that are or are intended under the terms of the Collateral Documents to be subject to Liens in favor of the Collateral Agent for the benefit of the Secured Parties.

“Collateral Agent” means Fortress in its capacity as collateral agent under any of the Loan Documents, or any successor collateral agent.

“Collateral Documents” means, collectively, the Security Agreement, the Intellectual Property Security Agreement, the Mortgages (if any), each of the mortgages, collateral assignments, Security Agreement Supplements, IP Security Agreement Supplements, security agreements, pledge agreements or other similar agreements delivered to the Collateral Agent pursuant to Section 6.12, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties.

“Commitment” means a Term Commitment, a Delayed Draw Term Loan Commitment or an Incremental Term Commitment, as the context may require.

“Commitment Increase” means a Term Commitment Increase.

“Commitment Letter” has the meaning specified in Section 4.01(b).

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

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Consolidated EBITDA” means, for any period, for Holdings, the Borrowers and the Restricted Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a)

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the following to the extent deducted in calculating such Consolidated Net Income (other than as provided in the parenthetical to clause (vii)(x) below and other than clauses (vi), (xi) and (xv) below) and without duplication:

(i) any purchase accounting adjustments, restructuring and other non-recurring items or expenses incurred in connection with any Permitted Acquisition or IP Acquisition (including any debt or equity issuance in connection therewith) or any non-recurring items or expenses incurred in connection with a Disposition permitted under Section 7.05(a), (c), (i), (1), (q) or (u);

(ii) Consolidated Interest Charges for such period;

(iii) federal, state, local and foreign income tax expense paid or accrued by Holdings, the Borrowers and any Restricted Subsidiary for such period;

(iv) depreciation and amortization expense;

(v) (A) non-cash costs and expenses relating to any equity-based compensation or equity-based incentive plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, in each case, of Holdings, the Borrowers or any Restricted Subsidiary for such period and (B) any cash costs or expenses relating to any equity-based compensation or equity-based incentive plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement in each case, of Holdings, the Borrowers or any Restricted Subsidiary for such period, to die extent that such costs or expenses are funded with Net Cash Proceeds from the issuance of Equity Interests of, or a contribution to the capital of, Holdings as cash common equity and/or Qualified Capital Stock and which are in turn contributed to the Borrowers as cash common equity (other than to the extent constituting an Equity Cure);

(vi) the amount of expected cost savings, operating expense reductions and expenses, other operating improvements and initiatives and synergies related to the Transactions then consummated, which are either (v) recommended (in reasonable detail) by the due diligence quality of earnings report made available to the Administrative Agent (as defined in the First Lien Credit agreement) on March 21, 2018, conducted by financial advisors retained by a Loan Party, (w) of a type consistent with those set forth in the Sponsor Model, (x) factually supportable and projected by the Borrowers in good faith to result from actions with respect to which substantial steps have been, will be, or are expected to be, taken (in the good faith determination of the Borrowers) (A) with respect ML Target and its subsidiaries, within twenty-four (24) months after the Initial Closing Date and (B) with respect to CRIF Target and its subsidiaries, within twenty-four (24) months after the Delayed Draw Closing Date (which will be added to Consolidated EBITDA as so projected until fully realized and calculated on a pro forma basis as though such expected cost savings, operating expense reductions, other operating improvements and initiatives and expenses and synergies related to the Transactions had been realized on the first day of such period) net of the amount of actual benefits realized during such period from such actions, (y) recommended (in reasonable detail) by any due diligence quality of earnings report made available to the Administrative Agent conducted by financial advisors (which financial advisors are (i) nationally recognized or (ii) reasonably acceptable to the Administrative Agent (it being understood and agreed that any of the “Big Four” accounting firms are acceptable)) and retained by a Loan Party or (z) determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Exchange Act and as interpreted by the staff of the Securities and Exchange Commission (or any successor agency);

(vii) (x) the aggregate amount of all other non-cash items, write-downs, non-cash expenses, charges or losses (including (i) purchase accounting adjustments under ASC 805, (ii) deferred revenue which would reasonably have been included in determining Consolidated Net Income for

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such period, but for the application of purchase accounting rules and (iii) any non-cash compensation, non-cash translation loss and non-cash expense relating to the vesting of warrants) otherwise reducing Consolidated Net Income (other than with respect to the preceding clause (ii)) and excluding any such non-cash items, write-downs, expenses, charges or losses that are reasonably expected to result in, or require pursuant to GAAP, an accrual of a reserve for cash charge, costs and/or expenses in any future period, (y) unrealized losses due to foreign exchange adjustment and net non-cash exchange, translation or performance losses relating to foreign currency transactions and currency and exchange rate fluctuations and (z) cash charges resulting from the application of ASC 805 (including with respect to earn-outs incurred by Holdings or the Borrowers or any Restricted Subsidiary in connection with any Permitted Acquisition or IP Acquisition permitted hereunder);

(viii) fees, costs, accruals, payments, expenses (including rationalization, legal, tax, structuring and other costs and expenses) or charges relating to the Transactions (including any shareholder litigation expenses), any Investment, acquisition (including costs and expenses in connection with the de-listing of public targets and compliance with public company requirements), IP Acquisition, disposition, recapitalization, Restricted Payment, equity Issuance, consolidation, restructurings, recapitalizations or the incurrence, registration (actual or proposed), repayments or amendments, negotiations, modifications, restatements, waivers, forbearances or other transaction costs of Indebtedness (including, without limitation, letter of credit fees and any refinancing of such Indebtedness, unamortized fees, costs and expenses paid in cash in connection with repayment of Indebtedness to persons that are not Affiliates of Holdings or its Subsidiaries (other than any Debt Fund Affiliate) (in each case, whether or not consummated or successful and including non-operating or non-recurring professional fees, costs and expenses related thereto), including, without limitation, (r) curtailments or modifications to pension and post-retirement employee benefits, (s) restructuring and integration charges, (t) deferred commission or similar payments, (u) any breakage costs incurred in connection with the termination of any hedging agreement as a result of the prepayment of Indebtedness, (v) such fees, expenses or charges related to any Loans, First Lien Loans, the offering of Permitted Incremental Equivalent Debt, Indebtedness incurred pursuant to Section 7.02(t), Credit Agreement Refinancing Indebtedness, or any Permitted Refinancing Indebtedness and this Agreement, (w) any amendment, modification, restatement, forbearance, waiver or other modification of Loans, the First Lien Loans, Permitted Incremental Equivalent Debt, Indebtedness incurred pursuant to Section 7.02(t), Credit Agreement Refinancing Indebtedness, or any Permitted Refinancing Indebtedness, any Loan Document, First Lien Loan Document, any other Indebtedness or any Equity Interests, in each case, whether or not consummated, deducted (and not added back) in computing Consolidated Net Income, (x) cash stay bonuses paid to employees, retention, recruiting, relocation and signing bonuses and expenses, severance, stock option and other equity-based compensation expenses (including, in each case, payments made with respect to restricted stock units whenever actually paid (including, without limitation, any payroll or employment taxes)) and the amounts of payments made to option holders in connection with, or as a result of, any distribution being made to shareholders, (y) reorganization and business optimization costs and expenses, and (z) one-time expenses relating to enhanced accounting function or other transaction costs, including those associated with becoming a standalone entity or public company;

(ix) fees, costs, accruals, payments, expenses or charges relating to the purchase of and/or subscription to an enterprise resource planning (ERP) system and/or niche financial solution(s) to unify accounting applications into a single platform, support multinational accounting and reporting requirements, and comply with the application of current and future Accounting Standards Codification;

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(x) (A) management and other fees and expenses accrued, or to the extent not accrued in any prior period, paid to the Sponsor during such period by the Borrowers and any Restricted Subsidiary under the Advisory Services Agreement pursuant to Section 7.08(d), and (B) director fees and expenses payable to directors;

(xi) the aggregate amount of expenses or losses incurred by Holdings, the Borrowers or any Restricted Subsidiary relating to business interruption to the extent covered by insurance and (x) actually reimbursed or otherwise paid to Holdings, the Borrowers or such Restricted Subsidiary or (y) so long as such amount for any calculation period is reasonably expected to be received by Holdings, the Borrowers or such Restricted Subsidiary in a subsequent calculation period and within one year of the date of the underlying loss (provided that (A) if not so reimbursed or received by Holdings, the Borrowers or such Restricted Subsidiary within such one-year period, such expenses or losses shall be subtracted in the subsequent calculation period or (B) if reimbursed or received by Holdings, the Borrowers or such Restricted Subsidiary in a subsequent period, such amount shall not be permitted to be added back in determining Consolidated EBITDA for such subsequent period);

(xii) charges, losses or expenses of Holdings, the Borrowers or any Restricted Subsidiary incurred during such period to the extent (x) deducted in determining Consolidated Net Income and (y) reimbursed in cash by any person (other than any of Holdings, the Borrowers or the Restricted Subsidiaries or any owners, directly or indirectly, of Equity Interests, respectively, therein) during such period (or reasonably expected to be so reimbursed within 365 days of the end of such period to the extent not accrued) pursuant to an indemnity or guaranty or any other reimbursement agreement or arrangement in favor of Holdings, the Borrowers or any Restricted Subsidiary to the extent such reimbursement has not been accrued (provided that (A) if not so reimbursed or received by Holdings, the Borrowers or such Restricted Subsidiary within such 365 day period, such expenses or losses shall be subtracted in the subsequent calculation period or (B) if reimbursed or received by Holdings, the Borrowers or such Restricted Subsidiary in a subsequent period, such amount shall not be permitted to be added back in determining Consolidated EBITDA for such subsequent period);

(xiii) costs and expenses related to the administration of (x) this Agreement and the other Loan Documents and paid or reimbursed to the Administrative Agent, the Collateral Agent or any of the Lenders or other third parties paid or engaged by the Administrative Agent, the Collateral Agent or any of the Lenders (including, and together with, ▇▇▇▇▇’▇, Fitch and/or S&P in order to comply with the terms of Section 6.15) or paid by any of the Loan Parties and (y) the First Lien Loan Documents and paid or reimbursed by any of the Loan Parties or (z) any Indebtedness permitted to be incurred under Section 7.02(t);

(xiv) any extraordinary, unusual or non-recurring charges, expenses or losses for such period;

(xv) (A) amounts paid during such period with respect to cash litigation fees, costs and expenses of Holdings, the Borrowers and any Restricted Subsidiary in an amount not to exceed the greater of $1,750,000 and 2.5% of Consolidated EBITDA in the aggregate for any such period, (B) to the extent not already included in determining Consolidated Net Income, the aggregate amount of net cash proceeds of liability insurance received by the Borrowers or any Restricted Subsidiary during such period to the extent paid in cash with respect to cash litigation fees, costs and expenses of Holdings, the Borrowers and any Restricted Subsidiary for such period in an amount not to exceed the sum of (x) the greater of $1,750,000 and 2.5% of Consolidated EBITDA in the aggregate for any such period and (y) the net cash proceeds of liability insurance with respect to litigation received during such period and (C) the aggregate amount of net cash proceeds of liability insurance which is not recorded in accordance with GAAP, but for which such insurance is reasonably expected to be received by Holdings, the Borrowers or any Restricted Subsidiary in a subsequent

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calculation period and within one year of the date of the underlying loss to the extent not already included in determining Consolidated Net Income for such period (provided that, (A) if not so reimbursed or received by Holdings, the Borrowers or such Restricted Subsidiary within such one-year period, such expenses or losses shall be subtracted in the subsequent calculation period or (B) if reimbursed or received by Holdings, the Borrowers or such Restricted Subsidiary in a subsequent period, such amount shall not be permitted to be added back in determining Consolidated EBITDA for such subsequent period);

(xvi) earn-out obligations incurred in connection with any Permitted Acquisition, IP Acquisition or other Investment and paid or accrued during the applicable period;

(xvii) losses from discontinued operations;

(xviii) net realized and unrealized losses from hedging agreements or embedded derivatives that require similar accounting treatment and the application of Accounting Standard Codification Topic 815 and related pronouncements;

(xix) any net loss included in the Consolidated Net Income attributable to non-controlling interests pursuant to the application of Accounting Standards Codification Topic ▇▇▇-▇▇-▇▇ (“Topic 810”);

(xx) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-wholly owned Subsidiary deducted in calculating Consolidated Net Income (and not added back in such period to Consolidated Net Income);

(xxi) losses, charges and expenses attributable to (x) asset sales or other dispositions or the repurchase, redemption, sale or disposition of any Equity Interests of any Person other than in the ordinary course of business and (y) repurchases or redemptions of any Equity Interests of Holdings from existing or former directors, officers or employees of Holdings, the Borrowers or any Restricted Subsidiary, their estates, beneficiaries under their estates, transferees, spouses or former spouses;

(xxii) payments to employees, directors or officers of Holdings and its Subsidiaries paid in connection with Restricted Payments that are otherwise permitted hereunder to the extent such payments are not made in lieu of, or as a substitution for, ordinary salary or ordinary payroll payments;

(xxiii) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to clause (b) below for any previous period and not added back;

(xxiv) losses or discounts on sales of receivables and related assets in connection with any Receivables Facilities and Qualified Securitization Financings;

(xxv) the net amount, if any, by which consolidated deferred revenues increased; and

(xxvi) charges or expenses or fees associated with the implementation of ASC 606;

and minus (b) the following to the extent included in calculating such Consolidated Net Income and without duplication:

(i) federal, state, local and foreign income tax credits and reimbursements received by Holdings, the Borrowers or any Restricted Subsidiary during such period

(ii) all non-cash items increasing Consolidated Net Income (other than the accrual of revenue or recording of receivables in the ordinary course of business and any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase Consolidated EBITDA in such prior period);

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(iii) the aggregate amount of all Non-Core Assets Consolidated EBITDA;

(iv) all gains (whether cash or non-cash) resulting from the early termination or extinguishment of Indebtedness;

(v) net realized and unrealized gains from hedging agreements or embedded derivatives that require similar accounting treatment and the application of Accounting Standard Codification Topic 815 and related pronouncements;

(vi) the amount of any minority interest income consisting of Subsidiary loss attributable to minority equity interests of third parties in any non-wholly owned Subsidiary added to Consolidated Net Income (and not deducted in such period from Consolidated Net Income);

(vii) any net income included in Consolidated Net Income attributable to non-controlling interests pursuant to the application of Topic 810 (other than to the extent of any actual cash distributions or dividends received by Holdings, the Borrowers or any Restricted Subsidiary and attributable to such non-controlling interests);

(viii) any amounts added to Consolidated EBITDA pursuant to sub-clauses (a)(xi), (a)(xii) and (a)(xv) above in the prior calculation period with respect to expected reimbursements to the extent such reimbursements are not received within such 365 day period following such prior calculation period;

(ix) any extraordinary, unusual or non-recurring gains for such period;

(x) the net amount (unless otherwise mutually agreed by the Borrowers and the Administrative Agent), if any, by which consolidated deferred revenues decreased; and

(xi) unrealized gains due to foreign exchange adjustments, including, without limitation, in connection with currency and exchange rate fluctuations,

provided that, solely for purposes of calculating the Consolidated Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, if any Pro Forma Event has occurred during any period of four consecutive fiscal quarters, Consolidated EBITDA for such period shall be calculated on a Pro Forma Basis without duplicating any amount added back pursuant to clauses (a)(i) through (xxv) above.

Notwithstanding the foregoing, (x) Consolidated EBITDA shall be deemed to be $12,275,000 for the fiscal quarter ending June 30, 2017, $12,795,000 for the fiscal quarter ending September 30, 2017, $11,398,000 for the fiscal quarter ending December 31, 2017, and $12,830,000 for the fiscal quarter ending March 31, 2018 and (y) upon the occurrence of the Delayed Draw Closing Date, EBITDA shall be deemed to be increased by $2,939,000 for the fiscal quarter ending June 30, 2017, $2,718,000 for the fiscal quarter ending September 30, 2017, $4,791,000 for the fiscal quarter ending December 31, 2017, and $2,933,000 for the fiscal quarter ending March 31, 2018.

For purposes of this definition of “Consolidated EBITDA,” (x) “non-recurring” means any non-cash gain or loss as of any date that (i) did not occur in the ordinary course of Holdings’, any Borrower’s or any Restricted Subsidiary’s business and (ii) is of a nature and type that has not occurred in the prior twenty-four month period and is not reasonably expected to occur in the future, (y) “ASC 805” means the Financial Accounting Standards Board Accounting Standards Codification 805 (Business Combinations), issued by the Financial Accounting Standards Board in December 2007, and (z) “ASC 606” means the Financial Accounting Standards Board Accounting Standards Codification 805 (Revenue Recognition), issued by the Financial Accounting Standards Board in December 2014.

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“Consolidated First Lien Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness (excluding the Loans and any other Indebtedness to the extent subordinated in right of payment, secured on a junior basis to the Obligations (as defined in the First Lien Credit Agreement) or unsecured) as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended for which financial statements have been delivered pursuant to Section 6.01(a) or (b).

“Consolidated Funded Indebtedness” means, as of any date of determination, without duplication, for Holdings, the Borrowers and their respective Restricted Subsidiaries (but excluding, for the avoidance of doubt, the Holdback Amount (as defined in the ML Acquisition Agreement); but not, for the avoidance of doubt, any indebtedness incurred to finance the payment of such Holdback Amount) on a consolidated basis, (i) the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including, without limitation, Obligations hereunder) and outstanding principal amount of all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness, other than, in connection with Permitted Acquisitions or IP Acquisitions, earnouts or similar purchase price adjustments that would not be required under GAAP to be referenced on the consolidated balance sheet of Holdings as a liability without giving effect to references in the footnotes to Holdings’ consolidated financial statements, (c) all direct obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (d) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable and other accrued expenses in the ordinary course of business), (e) all Attributable Indebtedness, (f) all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (e) above of Persons other than Holdings, the Borrowers or any of their respective Restricted Subsidiaries and (g) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which Holdings, the Borrowers or a Restricted Subsidiary is a general partner or joint venture, except for any portion of such Indebtedness that is expressly made non-recourse to Holdings, die Borrowers or any such Restricted Subsidiaries, minus (ii) the aggregate amount of Unrestricted Cash and Cash Equivalents as of such date. For the avoidance of doubt, undrawn letters of credit, bankers’ acceptances, bank guaranties, surety bonds and similar documents shall not constitute Consolidated Funded Indebtedness.

“Consolidated Interest Charges” means, for any period, for Holdings, the Borrowers and the Restricted Subsidiaries on a consolidated basis, the total consolidated interest expense of Holdings, the Borrowers and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, plus the sum of (a) the portion of rent expense of the Borrowers and the Restricted Subsidiaries with respect to such period under Capitalized Leases that is treated as interest in accordance with GAAP, (b) the implied interest component of Synthetic Leases (regardless of whether accounted for as interest expense under GAAP), all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptances and net costs in respect of Swap Contracts constituting interest rate swaps, collars, caps or other arrangements requiring payments contingent upon interest rates of the Borrowers and the Restricted Subsidiaries, (c) amortization of debt issuance costs, debt discount or premium and other financing fees and expenses incurred by Holdings, the Borrowers or any of the Restricted Subsidiaries for such period, (d) cash contributions to any employee stock ownership plan or similar trust made by Holdings, the Borrowers or any of the Restricted Subsidiaries to the extent such contributions are used by such plan or trust to pay interest or fees to any person (other than Holdings, the Borrowers or a Wholly Owned Subsidiary which is a Restricted Subsidiary) in connection with Indebtedness incurred by such plan or trust for such period, (e) all interest paid or payable with respect to discontinued operations of Holdings, the Borrowers or any of the Restricted Subsidiaries for such period, (f) the interest portion of any deferred payment obligations of Holdings, the Borrowers or any of the Restricted Subsidiaries for such period, and (g) all interest on any Indebtedness of Holdings, the Borrowers or any of the Restricted Subsidiaries of the type described in clauses (e) and (h) of the definition of “Indebtedness” for such period, provided that (x)

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to the extent directly and exclusively related to the consummation of the Transactions, issuance of Indebtedness costs, debt discount or premium and other financing fees and expenses shall be excluded from the calculation of Consolidated Interest Charges and (y) Consolidated Interest Charges shall be calculated after giving effect to the Secured Hedge Agreements (including associated costs) intended to protect against fluctuations in interest rates, but excluding unrealized gains and losses with respect to any such Secured Hedge Agreements. For the purposes of determining the Consolidated Interest Charges, for any period, such determination shall be made on a Pro Forma Basis to give effect to any Indebtedness (other than Indebtedness incurred for ordinary course working capital needs under ordinary course revolving credit facilities) incurred, assumed or permanently repaid or prepaid or extinguished at any time on or after the first day of the applicable test period and prior to the date of determination in connection with any Permitted Acquisition, IP Acquisition or Disposition (other than any Dispositions in the ordinary course of business), and discontinued lines of business or operations as if such incurrence, assumption, repayment or extinguishing had been effected on the first day of such period.

“Consolidated Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended for which financial statements have been delivered pursuant to Section 6.01(a) or (b).

“Consolidated Net Income” means, for any period, for Holdings, the Borrowers and the Restricted Subsidiaries on a consolidated basis, the net income (or loss) of Holdings, the Borrowers and the Restricted Subsidiaries including any cash dividends or distributions received from Unrestricted Subsidiaries (excluding the cumulative effect of changes in accounting principles) for that period, which shall include an amount equal to a pro forma adjustment for the aggregate amount of consolidated net income projected by the Borrowers in good faith to result from binding contracts entered into during, or after, any period of the four fiscal quarters most recently ended in an aggregate amount not to exceed $5,000,000; provided that there shall be excluded, without duplication, (a) the net income (or loss) of any person (other than a Restricted Subsidiary of the Borrowers) in which any person other than Holdings, the Borrowers or any of the Restricted Subsidiaries has an ownership interest, except to the extent that cash in an amount equal to any such income has actually been received by the Borrowers or (subject to clause (b) below) any of the Restricted Subsidiaries during such period, and (b) the net income of any Restricted Subsidiary that is not a Loan Party during such period to the extent that (A) the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of that income is not permitted by operation of the terms of its Organizational Documents or any agreement (other than this Agreement, any other Loan Document, or the First Lien Loan Documents), instrument, Order or other requirement of Law applicable to that Restricted Subsidiary or its equity holders during such period (unless such restriction or limitation has been effectively waived), except that Holdings’ equity in net loss of any such Restricted Subsidiary for such period shall be included in determining Consolidated Net Income, or (B) such net income, if dividended or distributed to the equity holders of such Restricted Subsidiary in accordance with the terms of its Organizational Documents, would be received by any Person other than a Loan Party.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

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

“Corrective Extension Agreement” has the meaning specified in Section 2.17(e).

“Credit Agreement Refinancing Indebtedness” means (a) Permitted Equal Priority Refinancing Debt, (b) [reserved] or (c) Permitted Unsecured Refinancing Debt; provided that, in each case, such Indebtedness is issued, incurred or otherwise obtained to refinance, in whole or in part, existing Term Loans, any then-existing Extended Term Loans, or any Loans under any then-existing Term Commitment Increase (or, if

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applicable, unused Commitments thereunder), or any then-existing Credit Agreement Refinancing Indebtedness (“Refinanced Debt”); provided, further, that (i) the covenants, events of default and guarantees of such Indebtedness (excluding, for the avoidance of doubt, interest rates, interest margins, rate floors, funding discounts, fees, financial maintenance covenants and prepayment or redemption premiums and terms) (when taken as a whole) are not materially more favorable to the lenders or holders providing such Indebtedness than those applicable to the Refinanced Debt (other than covenants or other provisions applicable only to periods after the Latest Maturity Date), when taken as a whole, as reasonably determined by the Borrowers in good faith at the time of incurrence or issuance (provided that such terms shall not be deemed to be more favorable solely as a result of the inclusion in the documentation governing such Credit Agreement Refinancing Indebtedness of a financial maintenance covenant or such other terms and conditions so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such financial maintenance covenant or such other terms and conditions, as the case may be, for the benefit of each Facility, (ii) any Permitted Unsecured Refinancing Debt shall have a maturity that is at least 91 days after the maturity of the applicable Refinanced Debt and a Weighted Average Life to Maturity equal to or greater than the Refinanced Debt (except for customary bridge loans which, subject to customary conditions would either be automatically converted or required to be exchanged for permanent refinancing that meets this requirement), (iii) [reserved], (iv) any Permitted Equal Priority Refinancing Debt shall have a maturity that is no earlier than the applicable maturity of such Refinanced Debt and shall have Weighted Average Life to maturity equal to or greater than such applicable Refinanced Debt (except for customary bridge loans which, subject to customary conditions would either be automatically converted or required to be exchanged for permanent refinancing that meets this requirement), (v) except to the extent otherwise permitted under this Agreement (subject to a dollar for dollar usage of any other basket set forth in Section 7.02, if applicable), such Indebtedness shall not have a greater principal amount (or shall not have a greater accreted value, if applicable) than the principal amount (or accreted value, if applicable) of the Refinanced Debt plus accrued interest, fees and premiums (if any) thereon and fees and expenses associated with the refinancing plus an amount equal to any existing commitments unutilized and letters of credit undrawn, (vi) such Refinanced Debt shall be repaid, defeased or satisfied and discharged on a dollar-for-dollar basis, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, substantially concurrently with the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained, (vii) [reserved] and (viii) if any such Credit Agreement Refinancing Indebtedness is in the form of loans that are pari passu in right of security with the Facilities, such Indebtedness shall be subject to a “most favored nation” pricing adjustment consistent with that described in Section 2.14(a)(v) as a result of the incurrence of such Credit Agreement Refinancing Indebtedness.

“Credit Extension” means each Borrowing.

“Credit Ratings” means, as of any date of determination, (i) the public corporate rating or public corporate family rating as determined by ▇▇▇▇▇’▇, S&P or Fitch, respectively, of the Borrowers and (ii) the public facility ratings of the Term Loans as determined by ▇▇▇▇▇’▇, S&P or Fitch, respectively; provided that, if ▇▇▇▇▇’▇, S&P or Fitch shall change the basis on which ratings are established by it, each reference to the Credit Rating announced by ▇▇▇▇▇’▇, S&P or Fitch shall refer to the then equivalent rating by ▇▇▇▇▇’▇, S&P or Fitch, as the case may be.

“CRIF Acquisition” has the meaning assigned to such term in the preliminary statements hereto.

“CRIF Acquisition Agreement” has the meaning assigned to such term in the preliminary statements hereto.

“CRIF Equity Contribution” has the meaning given to such term in Section 4.02(e).

“CRIF Material Adverse Effect” means, on the Delayed Draw Closing Date, a “Company Material Adverse Effect” as defined in the CRIF Acquisition Agreement (as in effect on March 24, 2018).

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“CRIF Refinancing” means the refinancing or repayment of, and the termination or release of any Liens on the Collateral related to, all existing third party indebtedness for borrowed money of CRIF Target and its subsidiaries (which shall exclude letters of credit, local facilities, capital leases, purchase money Indebtedness and equipment financings, any Indebtedness permitted to remain outstanding under the CRIF Acquisition Agreement after the Delayed Draw Closing Date and certain other limited Indebtedness that the Arranger, Administrative Agent and the Borrowers reasonably agree may remain outstanding after the Delayed Draw Closing Date).

“CRIF Specified Acquisition Agreement Representations” means such of the representations made by CRIF Target with respect to CRIF Target and its subsidiaries in the CRIF Acquisition Agreement (giving effect to materiality qualifiers contained in the CRIF Acquisition Agreement) that are material to the interests of the Lenders but only to the extent that Initial Borrower (or any of its Affiliates) has the right (taking into account any applicable cure provisions) to terminate (or cause the termination of) its obligations under the CRIF Acquisition Agreement or decline to consummate the CRIF Acquisition (in each case, in accordance with the terms of the CRIF Acquisition Agreement) as a result of a breach of such representations in the CRIF Acquisition Agreement (in each case in accordance with the terms thereof).

“CRIF Specified Payments” means all payments and obligations arising out of, relating to, or incurred in connection with the CRIF Acquisition Agreement and the Advisory Services Agreement to the extent set forth in the “sources and uses” provided to the Administrative Agent.

“CRIF Target” has the meaning assigned to such term in the preliminary statements hereto.

“CRIF Transactions” means, collectively, (a) the CRIF Acquisition, (including all transactions contemplated thereunder), (b) if necessary, the consummation of the CRIF Equity Contribution, (c) the entering into any Loan Documents by the Loan Parties (constituting CRIF Target and its Restricted Subsidiaries), the borrowings thereunder on the Delayed Draw Closing Date and the application of the proceeds thereof as contemplated hereby and thereby, (d)the entering into any Second Lien Loan Documents by the Loan Parties (constituting CRIF Target and its Restricted Subsidiaries), the borrowings thereunder on the Delayed Draw Closing Date and the application of the proceeds thereof as contemplated thereby, (e) the payment of the CRIF Specified Payments, (f) the consummation of the CRIF Refinancing and (g) the payment of the fees and expenses incurred in connection with the consummation of the foregoing.

“Cumulative Amount” means, on any date of determination (the “Reference Date”), the sum of (without duplication):

(a) the greater of (i) $30,000,000 and (ii) 54% of Consolidated EBITDA; plus

(b) the portion of Excess Cash Flow (as defined in the First Lien Credit Agreement) (including any Excess Cash Flow De Minimis Amount (as defined in the First Lien Credit Agreement)), determined on a cumulative basis for all fiscal years of the Borrowers commencing with the fiscal year ended December 31, 2019, that was not required to be applied to prepay First Lien Term Loans pursuant to Section 2.05(b)(i) of the First Lien Credit Agreement; plus

(c) an amount determined on a cumulative basis equal to the Net Cash Proceeds from the issuance or sale of Holdings’ Qualified Capital Stock after the Initial Closing Date and which Net Cash Proceeds are in turn contributed to the Borrowers in cash in respect of the Borrowers’ Qualified Capital Stock (other than (i) any equity contribution made for an Equity Cure (as defined in the First Lien Credit Agreement), (ii) any amount previously applied for a purpose other than a Permitted Cumulative Amount Usage or (iii) any proceeds of the CRIF Equity Contribution); plus

(d) the Net Cash Proceeds of Indebtedness and Disqualified Stock which have been incurred or issued after the Initial Closing Date (or, with respect to CRIF Target and its Subsidiaries, after the Delayed Draw Closing Date) and exchanged or converted into Qualified Capital Stock of the Borrowers (or any direct or indirect parent company thereof); plus

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(e) to the extent not already included in the calculation of Consolidated Net Income, an amount determined on a cumulative basis equal to the Net Cash Proceeds of sales of Investments previously made pursuant to Section 7.03(f) using the Cumulative Amount (up to the amount of the original Investment); plus

(f) to the extent not already included in the calculation of Consolidated Net Income, the aggregate amount of dividends, profits, returns or similar amounts received in cash or Cash Equivalents on Investments previously made pursuant to Section 7.03(t) using the Cumulative Amount (up to the amount of the original Investment); plus

(g) (i) the amount of any distribution or dividend received from an Unrestricted Subsidiary not to exceed the amount of Investments made with the Cumulative Amount in such Unrestricted Subsidiary and (ii) in the event that the Borrowers redesignate any Unrestricted Subsidiary as a Restricted Subsidiary after the Initial Closing Date (which, for purposes hereof, shall be deemed to also include (A) the merger, amalgamation, consolidation, liquidation or similar amalgamation of any Unrestricted Subsidiary into the Borrowers or any Restricted Subsidiary, so long as the Borrowers or such Restricted Subsidiary is the surviving Person, and (B) the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Borrowers or any Restricted Subsidiary), the fair market value (as determined in good faith by the Borrowers) of the Investment in such Unrestricted Subsidiary at the time of such redesignation; plus

(h) to the extent not already included in the calculation of Consolidated Net Income or Excess Cash Flow (as defined in the First Lien Credit Agreement), the aggregate amount of Equity Funded Acquisition Adjustments received in cash or Cash Equivalents; plus

(i) the aggregate amount of Declined Proceeds after application thereof pursuant to Section 2 05(c); minus

(j) the aggregate amount of (i) Indebtedness incurred using the Cumulative Amount, (ii) Investments made using the Cumulative Amount, (iii) prepayments of Indebtedness made using the Cumulative Amount and (iv) Restricted Payments made using the Cumulative Amount, in each case, during the period from and including the Business Day immediately following the Initial Closing Date through and including the Reference Date (each item referred to in the foregoing sub-clauses (j)(i), (j)(ii), (j)(iii) and (j)(iv), a “Permitted Cumulative Amount Usage”).

“Current Assets” means, with respect to any Person, all assets of such Person that, in accordance with GAAP, would be classified as current assets on the balance sheet of a company conducting a business the same as or similar to that of such Person, after deducting (a) appropriate and adequate reserves therefrom in each case in which a reserve is proper in accordance with GAAP and (b) cash and Cash Equivalents; provided that “Current Assets” shall be calculated without giving effect to the impact of purchase accounting.

“Current Liabilities” means, with respect to any Person all assets of such Person that, in accordance with GAAP, would be classified as current liabilities on the balance sheet of a company conducting a business that is the same or similar to that of such Person after deducting, without duplication (a) all Indebtedness of such Person that by its terms is payable on demand or matures within one year after the date of determination (for the avoidance of doubt other than Indebtedness classified as long term Indebtedness, and accrued interest thereon), (b) all amounts of Funded Debt of such Person required to be paid or prepaid within one year after such date, (c) taxes accrued as estimated and required to be paid within one year after such date, (d) amount of earnouts required to be paid within one year after such date, but in any event, excluding current liabilities consisting of deferred revenue and (e) deferred management fees under the Advisory Services Agreement; provided that “Current Liabilities” shall be calculated without giving effect to the impact of purchase accounting.

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“Customary Intercreditor Agreement” means (a) to the extent executed in connection with the incurrence of secured Indebtedness, the Liens securing which are not intended to rank junior or senior to the Liens securing the Obligations (but without regard to the control of remedies), an intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and the Borrowers, which agreement shall provide that the Liens securing such Indebtedness shall not rank junior or senior to the Liens securing the Obligations (but without regard to the control of remedies), (b) to the extent executed in connection with the incurrence of secured Indebtedness the Liens securing which are intended to rank junior to the Liens securing the Obligations, an intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and the Borrowers, which agreement shall provide that the Liens securing such Indebtedness shall rank junior to the Liens securing the Obligations, and (c) to the extent executed in connection with the incurrence of secured Indebtedness, the Liens securing which are intended to rank senior to the Liens securing the Obligations, an intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and the Borrower, which agreement shall provide that the Liens securing such Indebtedness shall rank senior to the Liens securing the Obligations. For the purposes of Section 10.11, the Intercreditor Agreement shall constitute a “Customary Intercreditor Agreement”.

“Debt Fund Affiliate” means any Affiliate of the Sponsor (other than Holdings or any Subsidiary of Holdings) that is a bona fide debt fund or an investment vehicle that is engaged in the making, purchasing, holding or otherwise investing in, acquiring or trading commercial loans, bonds or similar extensions of credit in the ordinary course of business and whose managers have fiduciary duties to the investors in such fund or investment vehicle independent of, or in addition to, their duties to the Sponsor.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, arrangement, dissolution, winding up or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Declined Proceeds” has the meaning specified in Section 2.05(c).

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would (unless cured or waived) be an Event of Default.

“Default Rate” means (a) when used with respect to the overdue principal amount of Loans, an interest rate equal to (i) the Alternate Base Rate plus (ii) the Applicable Margin, if any, applicable to Alternate Base Rate Loans plus (iii) 2.00% per annum’, provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan plus 2.00% per annum and (b) when used with respect to all other overdue amounts, an interest rate equal to (i) the Alternate Base Rate plus (ii) the Applicable Margin, if any, applicable to Alternate Base Rate Loans plus (iii) 2.00% per annum.

“Defaulting Lender” means, subject to Section 2.16(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within one Business Day of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrowers in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, (b) has notified the Borrowers or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement

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relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within one Business Day after written request by the Administrative Agent or the Borrowers, to confirm in writing to the Administrative Agent and the Borrowers that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrowers), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, receiver and manager, interim receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority, domestic or foreign, acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that, a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.16(b)) upon delivery of written notice of such determination to the Borrowers and each Lender.

“Delayed Draw Term Borrowing” means a borrowing consisting of the Delayed Draw Term Loans made by each of the Delayed Draw Term Loan Lenders on the Delayed Draw Closing Date pursuant to Section 2.01(b).

“Delayed Draw Closing Date” means the first date all the conditions precedent in Section 4.02 are satisfied or waived in accordance with Section 10.01.

“Delayed Draw Equity Contribution” means the CRIF Equity Contribution.

“Delayed Draw First Lien Facility” means the “Delayed Draw Term Loan Facility” as defined in the First Lien Credit Agreement. For the avoidance of doubt, the aggregate amount of the commitments in respect of the Delayed Draw First Lien Facility on the Initial Closing Date is $70,000,000.

“Delayed Draw Term Lender” means, at any time, any Lender that has a Delayed Draw Term Loan Commitment or a Delayed Draw Term Loan.

“Delayed Draw Term Loan” means a term loan made by the Delayed Draw Term Lenders on the Delayed Draw Closing Date to Initial Borrower pursuant to Section 2.01(b).

“Delayed Draw Term Loan Allocation” has the meaning specified in Section 2.02(h).

“Delayed Draw Term Loan Commitment” means, as to each Delayed Draw Term Lender, its obligation to make Delayed Draw Term Loans to Initial Borrower pursuant to Section 2.01(b) in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Delayed Draw Term Loan Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement; provided however, that, notwithstanding anything contained herein to the contrary, no Delayed Draw Term Loan Commitment may be assigned prior to the Delayed Draw Closing Date without the express consent of Initial Borrower (in its sole discretion) unless a Specified Event of Default has occurred and is continuing. The aggregate amount of Delayed Draw Term Loan Commitments on the Initial Closing Date is $30,000,000.

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“Delayed Draw Term Loan Commitment Period” means the period from the Initial Closing Date to but excluding the Delayed Draw Term Loan Commitment Termination Date.

“Delayed Draw Term Loan Commitment Termination Date” means the earlier of (i) September 19, 2018, (ii) the Delayed Draw Closing Date, (iii) the closing of the CRIF Acquisition without use of the Delayed Draw Term Loan Facility, and (iv) the termination of the CRIF Acquisition Agreement validly and in accordance with its terms and which Initial Borrower does not object to.

“Delayed Draw Term Loan Facility” means, at any time, the aggregate Delayed Draw Term Loan Commitments of all Lenders at such time, and includes, as the context may require, any Incremental Term Loans or the aggregate amount of term loans of any Class (or as applicable the aggregate commitments in respect thereof).

“Disposition” or “Dispose” means the sale, transfer, license, lease (as lessor) or other disposition (including any sale and leaseback transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including (a) any sale, assignment, transfer or other disposal, with or without recourse, of any Equity Interests owned by such Person, or any notes or accounts receivable or any rights and claims associated therewith, (b) any taking by condemnation or eminent domain or transfer in lieu thereof, and (c) any total loss or constructive total loss of property for which proceeds are payable in respect thereof under any policy of property insurance. For avoidance of doubt, the terms Disposition and Dispose do not refer to the sale or transfer of Equity Interests by the issuer thereof.

“Disqualified Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, or requires the payment of any cash dividend or any other scheduled payment constituting a return of capital within less than one year following the Latest Maturity Date of the Facilities, or (b) is convertible into or exchangeable for (i) debt securities or (ii) any Equity Interest referred to in clause (a) above within less than one year following the Latest Maturity Date of the Facilities; provided, however, that any Equity Interests that would not constitute Disqualified Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Equity Interests upon the occurrence of a change in control shall not constitute Disqualified Stock if such Equity Interests provide that the issuer thereof will not redeem any such Equity Interests pursuant to such provisions prior to the repayment in full of the Obligations (other than contingent indemnification obligations) and the termination of the Commitments (or any refinancing thereof).

“▇▇▇▇-▇▇▇▇▇ Act” means the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (Pub.L. 111-203, H.R. 4173) signed into law on July 21, 2010, as amended from time to time.

“Dollar” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary of the Borrowers that is organized under the laws of the United States, any State thereof or the District of Columbia.

“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 clauses (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.

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“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.

“Effective Yield” means, as to any tranche of term loans, Incremental Term Loans or the Term Loans, the effective yield on such tranche of term loans, Incremental Term Loans or the Term Loans, as the case may be, in each case as reasonably determined by the Administrative Agent in consultation with the Borrowers, taking into account the applicable interest rate margins, interest rate benchmark floors and all up-front fees or original issue discount (amortized over four years following the date of incurrence thereof (e.g., 25 basis points of interest rate margin equals 100 basis points in up-front fees or original issue discount) or, if shorter, the remaining life to maturity) payable generally to lenders making such tranche of term loans, Incremental Term Loans or the Term Loans, as the case may be, but excluding any arrangement, structuring, underwriting, ticking, commitment, amendment, consent or other fees payable in connection therewith that are not generally shared with such lenders thereunder, and in any event amendment fees shall be excluded; provided, that, if the applicable tranche of term loans or Incremental Term Loans includes an interest rate floor greater than the applicable interest rate floor under the existing Term Loans, such differential between the interest rate floors shall be equated to the applicable interest rate margin for purposes of determining whether an actual increase to the interest rate margin under the existing Term Loans shall be required, but only to the extent an increase in the interest rate floor in the existing Term Loans would cause an increase in the interest rate then in effect hereunder, and in such case the interest rate floor (but not the interest rate margin) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.

“Eligible Assignee” means, with respect to any Facility, an assignee to which an assignment thereunder is permitted under Section 10.06(b) (and as to which any consents required thereunder have been obtained).

“Environmental Laws” means any and all Laws relating to pollution and the protection of the environment or the Release of or threatened Release of, any Hazardous Materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrowers, any other Loan Party or any Restricted Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the environment, including, in each case, any such liability which the Borrowers, any Loan Party or any Restricted Subsidiary has retained or assumed either contractually or by operation of law.

“Environmental Permit” means any permit, approval, license or other authorization required under any Environmental Law.

“Equity Funded Acquisition Adjustment” means, with respect to any Permitted Acquisition, any IP Acquisition or any other Investment permitted under Section 7.03, the purchase price for which was financed in whole or in part with the proceeds of equity contributions made to Holdings and contributed as Qualified Capital Stock to the Borrowers substantially concurrently therewith, the product obtained by multiplying (a) the percentage of the acquisition consideration for such Permitted Acquisition, such IP Acquisition or other Investment, as applicable, that is financed solely with such proceeds of equity contributions, by (b) the amount of any working capital or other purchase price adjustment received by Holdings, the Borrowers or any Subsidiary in respect of such Permitted Acquisition, IP Acquisition or other Investment.

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“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

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

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with any Loan Party within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) the occurrence of a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Loan Party or any ERISA Affiliate from a Pension 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 that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal (within the meanings of Sections 4203 and 4205 of ERISA) by any Loan Party or any ERISA Affiliate from a Multiemployer Plan or a notification that a Multiemployer Plan is in insolvency (within the meaning of Section 4245 of ERISA) or in “endangered or critical status” pursuant to Section 305 of ERISA; (d) the filing of a notice by the plan administrator of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate under Section 4042 of ERISA, a Pension Plan or Multiemployer Plan; (e) the occurrence of an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate, (g) the failure of any Loan Party or any ERISA Affiliate to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan, (h) the filing of an application for a minimum funding waiver with respect to a Pension Plan or (i) a determination that any Pension Plan is, or is expected to be, in “at risk” status (within the meaning of Section 303(i) of ERISA or Section 430(i) of the Code).

“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.

“Eurocurrency Liabilities” has the meaning specified in Regulation D of the FRB, as in effect from time to time.

“Eurodollar Rate” means for any Interest Period with respect to any Eurodollar Rate Loan, the greater of (a) 1.00% per annum and (b) a rate per annum that shall not be negative determined by the Administrative Agent pursuant to the formula set forth below:

For purposes of this definition, “LIBO Rate” means, for any Interest Period, the rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the commencement of such Interest Period by reference to the ICE Benchmark Administration’s Interest Settlement Rates for deposits in Dollars (as set forth by any service selected by

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the Administrative Agent that has been nominated by the ICE Benchmark Administration as an authorized information vendor for the purpose of displaying such rates, “ICE LIBOR”) for a period equal to such Interest Period; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBO Rate” shall be the Interpolated Rate.

“Eurodollar Rate Loan” means a Loan that bears interest based on the Eurodollar Rate; provided that an Alternate Base Rate Loan that bears interest based on the Eurodollar Rate due to the operation of clause (c) of the definition of the term “Alternate Base Rate” shall constitute an Alternate Base Rate Loan rather than a Eurodollar Rate Loan.

“Eurodollar Rate Reserve Percentage” for any Interest Period for each Eurodollar Rate Loan means the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the FRB (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurodollar Rate Loans is determined) having a term equal to such Interest Period.

“Event of Default” has the meaning specified in Section 8.01.

“Excess Net Cash Proceeds” has the meaning specified in Section 2.05(b).

“Excluded Lender” means (a) those persons that are direct competitors of the Borrowers and its Subsidiaries to the extent identified by the Borrowers or the Sponsor and/or its affiliates to the Administrative Agent by name in writing from time to time, (b) those banks, financial institutions and other persons separately identified by the Borrowers to the Administrative Agent by name in writing on or before March 23, 2018 or (c) in the case of clauses (a) or (b), any of their Affiliates, other than bona fide debt funds (except with respect to bona fide debt funds identified by name by the Borrowers to the Administrative Agent in writing on or before March 23, 2018 and their affiliates that are readily identified by name), that are readily identifiable as Affiliates solely on the basis of their name; provided that the foregoing shall not apply retroactively to disqualify any parties that have previously acquired an assignment or participation interest in the Loans to the extent such party was not an Excluded Lender at the time of the applicable assignment or participation, as the case may be; provided further that the Administrative Agent shall have no obligation to carry out due diligence in order to identify such Affiliates. Upon the request of any Lender in connection with an assignment or participation, the Administrative Agent shall inform such Lender as to whether a proposed participant or assignee is an Excluded Lender.

“Excluded Subsidiary” means any Subsidiary of a Loan Party that is (a) prohibited or restricted from providing a Guarantee of the Obligations by applicable Law (including, without limitation, (i) general statutory limitations, financial assistance, corporate benefit, capital maintenance rules, fraudulent conveyance, preference, thin capitalization or other similar laws or regulations and (ii) any requirement to obtain governmental or regulatory authorization or third party consent, approval, license or authorization) whether on the Initial Closing Date or thereafter or contracts existing on the Initial Closing Date (or if the Subsidiary is acquired after the Initial Closing Date, on the date of such acquisition (so long as the prohibition is not created in contemplation of such acquisition)), (b) captive insurance companies, (c) not-for-profit entities, (d) special purpose entities or receivables subsidiaries, (e) Immaterial Subsidiaries, (f) other Subsidiaries as mutually agreed to by the Administrative Agent and the Borrowers, (g) solely with respect to any Obligation under any Secured Hedge Agreement that constitutes a “swap” within the meaning of section l(a)(47) of the Commodity Exchange Act, any Subsidiary that is not a Qualified ECP Guarantor, (h) any Subsidiary to the extent the cost and/or burden of obtaining a Guarantee (including any adverse tax consequences) of the Obligations from such Subsidiary outweighs the benefit to the Lenders (as reasonably agreed among the Administrative Agent and the Borrowers), (i) a CFC, a U.S. Foreign Holdco or a

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Subsidiary of a CFC or a U.S. Foreign Holdco, (j) any Securitization Subsidiary, or (k) any Subsidiary to the extent that the Borrowers have reasonably determined in good faith that a Guarantee of the Obligations by any such Subsidiary would reasonably be expected to result in adverse tax consequences to Holdings or any of its Subsidiaries and Affiliates. The Excluded Subsidiaries as of the Initial Closing Date are set forth on Schedule 1.01. For the avoidance of doubt, in no event shall the ML Target or the CRIF Target constitute an Excluded Subsidiary hereunder.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal 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 (determined after giving effect to Section 1(c) (the “keepwell” provision) of each of the Guaranties 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 Guaranty of such Guarantor, or a grant by such Guarantor of a 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 Guaranty or security interest is or becomes excluded in accordance with the first sentence of this definition.

“Excluded Taxes” means, with respect to the Administrative Agent or any Lender (each, a “Recipient”), (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise Taxes imposed on it (in lieu of net income Taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such Recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located or that are Other Connection Taxes, (b) any branch profits Taxes imposed by the United States or any similar Tax imposed by any other jurisdiction in which such Recipient’s principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, (c) in the case of a Lender (other than an assignee pursuant to a request by the Borrowers under Section 10.06(m)), any U.S. withholding Tax that is imposed on amounts payable to such Lender at the time such Lender becomes a party hereto (or designates a new Lending Office), except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrowers with respect to such withholding Tax pursuant to Section 3.01(a), (d) Taxes attributable to a Recipient’s failure to comply with Section 3.01(e) or Section 3.01(f), and (e) any U.S. federal withholding Tax imposed under FATCA.

“Executive Order” has the meaning provided in Section 5.17(b).

“Extended Loans/Commitments” means Extended Term Loans.

“Extended Term Facility” means each Class of Extended Term Loans made pursuant to Section 2.17.

“Extended Term Loan Repayment Amount” has the meaning specified in Section 2.07(b).

“Extended Term Loans” has the meaning specified in Section 2.17(a).

“Extending Lender” has the meaning specified in Section 2.17(b).

“Extension Agreement” has the meaning specified in Section 2.17(c).

“Extension Election” has the meaning specified in Section 2.17(b).

“Extension Request” means Term Loan Extension Requests.

“Extension Series” means all Extended Term Loans that are established pursuant to the same Extension Agreement (or any subsequent Extension Agreement to the extent such Extension Agreement expressly provides that the Extended Term Loans provided for therein are intended to be a part of any previously established Extension Series) and that provide for the same interest margins, extension fees, if any, and amortization schedule.

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“Facility” means any Term Facility.

“FATCA” means Sections 1471 through 1474 of the Code, as in effect on the date hereof (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future United States Treasury Regulations or official administrative interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code as in effect on the date hereof and any intergovernmental agreements (and any related laws, regulations or official administrative guidance) entered into to implement the foregoing.

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

“Fee Letter” means that certain letter agreement, dated April 5, 2018 between Holdings and the Arranger and the other parties thereto (as amended, restated, amended and restated, supplemented and/or modified from time to time).

“First Lien Credit Agreement” has the meaning assigned to such term in the recitals hereto.

“First Lien Loan Documents” means the First Lien Credit Agreement, the Intercreditor Agreement and the other “Loan Documents” as defined in the First Lien Credit Agreement (as amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time in accordance therewith and with the Intercreditor Agreement).

“First Lien Loans” means the First Lien Term Loans and the First Lien Revolving Loans.

“First Lien Obligations” means the “Obligations” as defined in the First Lien Credit Agreement.

“First Lien Revolving Loans” means the “Revolving Credit Loans” as defined in the First Lien Credit Agreement.

“First Lien Term Loans” means the “Term Loans” as defined in the First Lien Credit Agreement.

“Fitch” means Fitch Ratings Ltd. and any successor thereto.

“Flood Hazard Property” has the meaning specified in Section 6.12(iv)(F).

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than the United States, any State thereof or the District of Columbia.

“Foreign Prepayment Event” has the meaning specified in Section 2.05(b)(v).

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“Fortress” has the meaning specified in the preamble hereto.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

“Funded Debt” of any Person means Indebtedness in respect of the Credit Extensions, in the case of the Borrowers, and all other Indebtedness of such Person that by its terms matures more than one year after the date of creation or matures within one year from such date but is renewable or extendible, at the option of such Person, to a date more than one year after such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year after such date.

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“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

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

“Granting Lender” has the meaning specified in Section 10.06(k).

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness payable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness of the payment of such Indebtedness, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness of any other Person, whether or not such Indebtedness is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee at any time shall be deemed to be an amount then equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made (or, if such Guarantee is limited by its terms to a lesser amount, such lesser amount) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith; provided that, in the case of any Guarantee of the type set forth in clause (b) above, if recourse to such Person for such Indebtedness is limited to the assets subject to such Lien, then such Guarantee shall be a Guarantee hereunder solely to the extent of the lesser of (A) the amount of the Indebtedness secured by such Lien and (B) the value of the assets subject to such Lien. The term “Guarantee” as a verb has a corresponding meaning.

“Guaranties” means the Holdings Guaranty and any Subsidiary Guaranty.

“Guarantors” means, collectively, (a) Holdings and any Subsidiary Guarantor and (b) with respect to (i) Obligations owing by any Loan Party or any Subsidiary of a Loan Party (in each case, other than the Borrowers) under any Bank Product Agreement or Secured Hedge Agreement and (ii) the payment and performance by each Specified Loan Party of its obligations under its Guaranty with respect to all Swap Obligations, the Borrowers. For the avoidance of doubt, no Excluded Subsidiary shall be a Guarantor hereunder.

“Hazardous Materials” means any material, substance or waste that is listed, classified, regulated, characterized or otherwise defined as “hazardous,” “toxic,” “radioactive,” (or words of similar intent or meaning) under applicable Environmental Law, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, toxic mold, polychlorinated biphenyls, radon gas, radioactive materials, urea formaldehyde insulation, flammable or explosive substances, or pesticides.

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“Hedge Bank” means any Person that is an Arranger, the Administrative Agent, the Collateral Agent or a Lender or an Affiliate of any of the foregoing (or was an Arranger, the Administrative Agent, the Collateral Agent or a Lender or an Affiliate of any of the foregoing at the time it entered into a Secured Hedge Agreement), in its capacity as a party to a Secured Hedge Agreement.

“Holdback Amount” has the meaning assigned to such term in the ML Acquisition Agreement as in effect on the date hereof.

“Holdings” has the meaning assigned to such term in the introductory paragraph hereto.

“Holdings Guaranty” means the Guarantee made by Holdings in favor of the Administrative Agent on behalf of the Secured Parties, substantially in the form of Exhibit F-1.

“HQ Real Property” means the property located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.

“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary (x) having total assets in an amount equal or less than 5% of the consolidated total assets of Holdings, the Borrowers and the Restricted Subsidiaries and contributing equal or less than 5% of the Consolidated EBITDA of Holdings, the Borrowers and Restricted Subsidiaries taken as a whole as measured as of the last day of the fiscal quarter of Holdings most recently ended for which financial statements have been delivered pursuant to Section 6.01(a) or (b), and (y) whose contribution to Consolidated EBITDA or consolidated total assets, as applicable, in the aggregate with the contribution to Consolidated EBITDA or consolidated total assets, as applicable, of all other Restricted Subsidiaries constituting Immaterial Subsidiaries as measured as of the last day of the fiscal quarter of Holdings most recently ended for which financial statements have been delivered pursuant to Section 6.01(a) or (b) equals or is less than 10% of Consolidated EBITDA or consolidated total assets, as applicable.

“Increase Effective Date” has the meaning specified in Section 2.14(c).

“Incremental Commitment Amendment” has the meaning specified in Section 2.14(e).

“Incremental Term Commitment” means, any Term Lender’s obligation to make an Incremental Term Loan to the Borrowers pursuant to Section 2.14 in an aggregate principal amount not to exceed the amount set forth for such Term Lender in the applicable Incremental Commitment Amendment.

“Incremental Term Loan” has the meaning specified in Section 2.14(a).

“Incremental Term Loan Repayment Amount” has the meaning specified in Section 2.07(b).

“Incremental Test Ratios” has the meaning assigned to such term in the definition of Permitted Incremental Amount.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments (except to the extent such obligations relate to trade payables and are satisfied within 60 days of incurrence);

(c) the Swap Termination Value under any Swap Contract;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable (including, without limitation, unsecured lines of credit for such trade accounts)) and other accrued expenses incurred in the ordinary course of business which are not outstanding for more than 90 days after the same are billed or invoiced or 120 days after the

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same are created and, for the avoidance of doubt, other than royalty payments made in the ordinary course of business in respect of non-exclusive licenses and earnouts that would not be required under GAAP to be referenced on the consolidated balance sheet of Holdings as a liability, without giving effect to references in the footnotes to Holdings’ consolidated financial statements);

(e) indebtedness of others (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements); provided that if such indebtedness shall not have been assumed by such Person and is otherwise non-recourse to such Person, the amount of such obligation treated as Indebtedness shall not exceed the lower of (x) the value of such property securing such obligations and, (y) the amount of Indebtedness secured by such Lien;

(f) all Attributable Indebtedness and all Off-Balance Sheet Liabilities (for the avoidance of doubt, lease payments under leases for real property (other than capitalized leases) shall not constitute Indebtedness);

(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment (other than any payment made solely with Qualified Capital Stock of such Person) in respect of any Disqualified Stock of Parent, any Loan Party or any Subsidiary; and

(h) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent that such Indebtedness is expressly made non-recourse to such Person.

“Indemnified Costs” has the meaning specified in Section 9.05(a).

“Indemnified Taxes” means (a) Taxes other than Excluded Taxes imposed on or with respect to any payment made by or on account of any obligation of the Loan Parties under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitee” has the meaning specified in Section 10.04(b).

“Information” has the meaning specified in Section 10.07.

“Information Memorandum” means the information memorandum to be used by the Arranger in connection with the syndication of the Commitments and the Loans.

“Initial Closing Date” means May 31, 2018.

“Initial Closing Date Equity Contribution” has the meaning specified in Section 4.01(f).

“Initial Term Borrowing” means a borrowing consisting of the Initial Term Loans made by each of the Initial Term Lenders on the Initial Closing Date pursuant to Section 2.01(a).

“Initial Term Facility” means, at any time, the aggregate Initial Term Loan Commitments of all Lenders at such time, and includes, as the context may require, any Incremental Term Loans or the aggregate amount of term loans of any Class (or as applicable the aggregate commitments in respect thereof).

“Initial Term Lenders” means, at any time, any Lender that has an Initial Term Loan Commitment or an Initial Term Loan.

“Initial Term Loan Commitments” means, as to each Term Lender, its obligation to make Term Loans to the Borrowers pursuant to Section 2.01(a) in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Initial Term Loan Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of Initial Term Loan Commitments on the Initial Closing Date is $95,000,000.

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“Initial Term Loans” means a term loan made by the Term Lenders on the Initial Closing Date to the Initial Borrower pursuant to Section 2.01(a).

“Initial Total Capitalization” has the meaning specified in Section 4.01(f).

“Intellectual Property Security Agreement” means an intellectual property security agreement, substantially in the form of Exhibit C to the Security Agreement, together with each other intellectual property security agreement and IP Security Agreement Supplement delivered pursuant to Section 6.12, in each case as amended, restated, supplemented or otherwise modified from time to time.

“Intercompany Note” means a subordinated intercompany note dated as of the date hereof, substantially in the form of Exhibit B attached hereto or any other form approved by the Borrowers and the Administrative Agent.

“Intercreditor Agreement” means the Intercreditor Agreement, dated as of the date hereof, among the Collateral Agent, the “Collateral Agent” as defined in the First Lien Credit Agreement, and acknowledged and agreed to by Holdings, Borrowers and the other Guarantors.

“Interest Payment Date” means, (a) as to any Loan other than an Alternate Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Alternate Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made.

“Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrowers in their Borrowing Notice, or, with the consent of all Lenders, twelve months thereafter if requested by the Borrowers in their Borrowing Notice; 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 such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day;

(ii) any Interest Period 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 Scheduled Maturity Date of the Facility under which such Loan was made.

“Interpolated Rate” means in relation to the Eurodollar Rate Loans for any Loan, the rate which results from interpolating on a linear basis between: (a) the ICE Benchmark Administration’s Interest Settlement Rates for deposits in Dollars for the longest period (for which that rate is available) which is less than the Interest Period and (b) the ICE Benchmark Administration’s Interest Settlement Rates for deposits in Dollars for the shortest period (for which that rate is available) which exceeds the Interest Period, each as of approximately 11:00 A.M., London time, two Business Days prior to the commencement of such Interest Period.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other

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acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor incurs debt of the type referred to in clause (h) of the definition of “Indebtedness” set forth in this Section 1.01 in respect of such Person, (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute all or substantially all of the property and assets of (or all or substantially all of the property and assets representing a business unit or business line of or customer base of) such Person, or (d) a purchase or other acquisition constituting an IP Acquisition. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment. The amount, as of any date of determination, of (a) any Investment in the form of a loan or an advance shall be the principal amount thereof outstanding on such date, minus any cash payments actually received by such investor representing interest in respect of such Investment (to the extent any such payment to be deducted does not exceed the remaining principal amount of such Investment and without duplication of amounts increasing the Cumulative Amount), but without any adjustment for write-downs or write-offs (including as a result of forgiveness of any portion thereof) with respect to such loan or advance after the date thereof, (b) any Investment in the form of a Guarantee shall be equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof, as determined in good faith by a Responsible Officer, (c) any Investment in the form of a transfer of Equity Interests or other non-cash property by the investor to the investee, including any such transfer in the form of a capital contribution, shall be the fair market value (as determined in good faith by a Responsible Officer) of such Equity Interests or other property as of the time of the transfer, minus any payments actually received by such investor representing a return of capital of, or dividends or other distributions in respect of, such Investment (to the extent such payments do not exceed, in the aggregate, the original amount of such Investment and without duplication of amounts increasing the Cumulative Amount), but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the date of such Investment, and (d) any Investment (other than any Investment referred to in clause (a), (b) or (c) above) by the specified Person in the form of a purchase or other acquisition for value of any Equity Interests, evidences of Indebtedness or other securities of any other Person shall be the original cost of such Investment (including any Indebtedness assumed in connection therewith), plus (i) the cost of all additions thereto and minus (ii) the amount of any portion of such Investment that has been repaid to the investor in cash as a repayment of principal or a return of capital, and of any cash payments actually received by such investor representing interest, dividends or other distributions in respect of such Investment (to the extent the amounts referred to in clause (ii) do not, in the aggregate, exceed the original cost of such Investment plus the costs of additions thereto and without duplication of amounts increasing the Cumulative Amount), but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the date of such Investment. For purposes of Section 7.03, if an Investment involves the acquisition of more than one Person, the amount of such Investment shall be allocated among the acquired Persons in accordance with GAAP; provided that pending the final determination of the amounts to be so allocated in accordance with GAAP, such allocation shall be as reasonably determined by a Responsible Officer. In the event that any Investment is made by Holdings the Borrowers or any Restricted Subsidiary in any Person through substantially concurrent interim transfers of any amount through any other Restricted Subsidiaries, then such other substantially concurrent interim transfers shall be disregarded for purposes of Section 7.03.

“Investors” means, collectively, the Sponsor and such other Persons who become shareholders of the Parent from time to time after the Initial Closing Date upon notice to the Administrative Agent.

“IP Acquisition” has the meaning set forth in Section 7.03(g).

“IP Security Agreement Supplement” has the meaning specified in the Security Agreement.

“IRS” means the United States Internal Revenue Service.

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“ISDA Master Agreement” means the Master Agreement (Multicurrency-Cross Border) published by the International Swap and Derivatives Association, Inc., as in effect from time to time.

“Latest Maturity Date” means, with respect to the issuance or incurrence of any Indebtedness, the latest Maturity Date applicable to any Facility that is outstanding hereunder as determined on the date such Indebtedness is issued or incurred.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“LCA Election” means the Borrowers’ election to treat a specified acquisition as a Limited Condition Acquisition.

“Lender” has the meaning specified in the introductory paragraph hereto.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrowers and the Administrative Agent.

“Lien” means any mortgage, deed of trust, deed to secure debt, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or other) or charge or preference or priority over assets or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Limited Condition Acquisition” means any acquisition or investment permitted hereunder by the Borrowers or one or more of the Restricted Subsidiaries whose consummation is not conditioned on the availability of, or on obtaining, third party financing; provided that solely for the purpose of (i) measuring the relevant ratios and baskets with respect to the incurrence of any Indebtedness (including any Commitment Increase) or Liens or the making of any acquisitions or other Investments, Restricted Payments, payments under Section 7.12, Dispositions or other sales or dispositions of assets or fundamental changes or the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries or (ii) determining compliance with representations and warranties or the occurrence of any Default or Event of Default, in each case, in connection with a Limited Condition Acquisition, if the Borrowers have made an LCA Election with respect to such Limited Condition Acquisition, the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent test period ending prior to the LCA Test Date, the Borrowers could have taken such action on the relevant LCA Test Date in compliance with such ratio, basket, representation or warranty, such ratio, basket, representation or warranty shall be deemed to have been complied with. If the Borrowers have made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and the other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.

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“Loan” means an extension of credit by a Lender to the applicable Borrower under Article II in the form of a Term Loan.

“Loan Documents” means, collectively, (a) (i) this Agreement, (ii) the Term Notes, (iii) the Guaranties, (iv) the Collateral Documents, (v) the Fee Letter, (vi) any Customary Intercreditor Agreement, (vii) the Intercreditor Agreement, and (viii) any other agreement, contract, letter, or other document, in each case, expressly delineated or identified as a “Loan Document” and executed in connection with this Agreement and the other Loan Documents, and (b) for purposes of the Guaranties, the Collateral Documents and the definition of “Obligations”, each Bank Product Agreement and each Secured Hedge Agreement.

“Loan Parties” means, collectively, the Borrowers and each Guarantor.

“Market Capitalization” means an amount equal to (i) the total number of issued and outstanding shares of common Equity Interests of Holdings on the date of the declaration of a Restricted Payment multiplied by (ii) the arithmetic mean of the closing prices per share of such common Equity Interests on the principal securities exchange on which such common Equity Interests are traded for the 30 consecutive trading days immediately preceding the date of declaration of such Restricted Payment.

“Material Adverse Effect” means (a) the occurrence of an event or condition that has had, or would reasonably be expected to have a material adverse change in, or a material adverse effect upon, the business, operations or financial condition of Holdings, the Borrowers and the Restricted Subsidiaries taken as a whole; or (b) a material impairment of the rights and remedies of any Agent or any Lender under any Loan Document, or of the ability of the Loan Parties to perform their obligations under any Loan Documents to which they are a party.

“Material IP Assets” means Intellectual Property of the Borrowers or any Subsidiary Guarantor the Disposition of which would be material to the operation of the business, taken as a whole, as determined in the reasonable discretion of the Borrowers.

“Maturity Date” means (a) with respect to the Term Facility, the earlier of (i) the eighth anniversary of the Initial Closing Date (the “Scheduled Maturity Date” for the Term Facility) and (ii) the date of the acceleration of the Term Loans pursuant to Section 8.02, (b) with respect to any Incremental Term Loan, the earlier of (i) the stated maturity date thereof and (ii) the date of the acceleration of the Incremental Term Loan pursuant to Section 8.02, (c) with respect to any Class of Extended Term Loans, the earlier of (i) the stated maturity thereof and (ii) the date of the acceleration of such Extended Term Loans pursuant to Section 8.02 and (d) with respect to any Class of Refinancing Term Loans, the earlier of (i) the stated maturity thereof and (ii) the date of the acceleration of such Refinancing Term Loans pursuant to Section 8.02.

“Maximum Rate” has the meaning specified in Section 10.09.

“ML Acquisition” has the meaning assigned to such term in the preliminary statements hereto.

“ML Acquisition Agreement” has the meaning assigned to such term in the preliminary statements hereto.

“ML Material Adverse Effect means on the Initial Closing Date, a “Company Material Adverse Effect” as defined in the ML Acquisition Agreement (as in effect on March 23, 2018).

“ML Refinancing” means the refinancing or repayment of, and the termination or release of any Liens on the Collateral related to, all existing third party indebtedness for borrowed money of ML Target and its subsidiaries (which shall exclude letters of credit, local facilities, capital leases, purchase money Indebtedness and equipment financings, any Indebtedness permitted to remain outstanding under the ML Acquisition Agreement after the Initial Closing Date and certain other limited Indebtedness that the Arrangers, Administrative Agent and the Borrowers reasonably agree may remain outstanding after the Initial Closing Date).

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“ML Specified Acquisition Agreement Representations” means the representations made by or with respect to ML Target and its subsidiaries in the ML Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that Holdings or its Affiliates have the right (without regard to any notice requirement) to terminate Holdings’ (or such Affiliate’s) obligations under the ML Acquisition Agreement as a result of a breach of such representations in the ML Acquisition Agreement.

“ML Specified Payments” means all payments and obligations arising out of, relating to, or incurred in connection with the ML Acquisition Agreement and the Advisory Services Agreement to the extent set forth in the “sources and uses” provided to the Administrative Agent.

“ML Target” has the meaning assigned to such term in the preliminary statements hereto.

“ML Transactions” means, collectively, (a) the ML Acquisition, (including all transactions contemplated thereunder), (b) the consummation of the Initial Closing Date Equity Contribution, (c) the entering into the Loan Documents by the Loan Parties, the borrowings thereunder on the Initial Closing Date and the application of the proceeds thereof as contemplated hereby and thereby, (d) the entering into the First Lien Loan Documents by the Loan Parties, the borrowings thereunder on the Initial Closing Date and the application of the proceeds thereof as contemplated thereby, (e) the payment of the ML Specified Payments, (f) the consummation of the ML Refinancing and (g) the payment of the fees and expenses incurred in connection with the consummation of the foregoing.

“Moody’s” means ▇▇▇▇▇’▇ Investors Service, Inc. and any successor thereto.

“Mortgage” means a mortgage, deed of trust, leasehold mortgage, leasehold deed of trust, deed to secure debt or similar document, as applicable, together with any assignment of leases and rents referred to therein, in each case in form and substance reasonably satisfactory to the Agents.

“Mortgage Policy” means an ALTA extended coverage lender’s policy of title insurance or such other form of policy as the Administrative Agent may require, in each case from an issuer, in such amount and with such coverages and endorsements as the Administrative Agent may reasonably require and otherwise in form and substance reasonably acceptable to the Administrative Agent.

“Mortgaged Properties” the properties listed on Schedule 6.12 hereto and all other real properties that are subject to a Mortgage in favor of the Collateral Agent from time to time; provided that the HQ Real Property shall not at any time be a “Mortgaged Property” and Holdings, the Borrowers and its Subsidiaries shall not be obligated to Mortgage the HQ Real Property.

“Multiemployer Plan” means any “multiemployer plan” of the type described in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions or with respect to which a Loan Party otherwise has or could reasonably expect to have liability with respect thereto.

“Net Cash Proceeds” means:

(a) with respect to any Disposition by any Loan Party or any Restricted Subsidiary (including any Disposition of Equity Interests in any Subsidiary of the Borrowers), the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness and any interest and other amounts payable thereon that is secured by the applicable asset and that is, or is required to be, repaid in connection with such transaction (other than Indebtedness under the Loan Documents or Indebtedness that is secured by a Lien that ranks pari passu with or junior to the Liens securing the Obligations), (B) the reasonable out-of-pocket fees and expenses incurred by any Loan Party or such Restricted Subsidiary in

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connection with such transaction, (C) taxes (or, without duplication, Restricted Payments in respect of such taxes) reasonably estimated to be actually payable within one year of the date of the relevant transaction as a result of any gain recognized in connection therewith (“provided that any such estimated taxes not actually due or payable by the end of such one-year period shall constitute Net Cash Proceeds upon the earlier of the date that such taxes are determined not to be actually payable and the end of such one-year period), including as a result of any necessary repatriation of funds, and (D) reasonable reserves in accordance with GAAP for any liabilities or indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchasers and other retained liabilities in respect of such Disposition (as determined in good faith by such Loan Party or Restricted Subsidiary) undertaken by any Loan Party or any Restricted Subsidiary of a Loan Party in connection with such Disposition, provided that to the extent that any such amount ceases to be so reserved, the amount thereof shall be deemed to be Net Cash Proceeds of such Disposition at such time; and

(b) with respect to the incurrence or issuance of any Indebtedness or Equity Interests by any Loan Party or any Restricted Subsidiary, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii) the underwriting discounts and commissions, and other reasonable out-of-pocket fees and expenses, incurred by such Loan Party or such Restricted Subsidiary in connection therewith; provided that “Net Cash Proceeds” shall not include the cash proceeds of any issuance of Equity Interests (directly or indirectly) to the Investors or their Affiliates by Holdings to the extent that the net proceeds thereof shall have been used by the Borrowers and any Restricted Subsidiary to make Permitted Investments or are returned to such Investors or Affiliates pursuant to Section 7.06(i).

“Non-Core Assets” means, in connection with any Permitted Acquisition or an IP Acquisition permitted hereunder, non-core assets (excluding any Equity Interests) acquired as part of such Permitted Acquisition or IP Acquisition, as applicable, to the extent (and only to the extent that) (a) the Total Consideration for such non-core assets does not exceed 10% of the aggregate amount of the Total Consideration for such Permitted Acquisition or IP Acquisition, as applicable, (b) the Consolidated EBITDA associated with such non-core assets (“Non-Core Assets Consolidated EBITDA”) does not exceed 10% of the aggregate amount of Consolidated EBITDA for such Permitted Acquisition or IP Acquisition, as applicable, (as calculated as of the date of consummation of such Permitted Acquisition or IP Acquisition, as applicable,) and (c) on or prior to the consummation of such Permitted Acquisition or IP Acquisition, as applicable, the Borrowers shall have delivered to the Administrative Agent an Officers’ Certificate identifying in reasonable detail such non-core assets and certifying that such non-core assets comply with this definition (which Officers’ Certificate shall have attached thereto reasonably detailed backup data and calculations showing such compliance).

“Non-Core Assets Consolidated EBITDA” has the meaning provided in the definition of “Non-Core Assets”.

“Non-Debt Fund Affiliates” means any affiliate of Holdings other than (i) Holdings or any Subsidiary of Holdings, (ii) any Debt Fund Affiliate and (iii) any natural person.

“Non-Financial Entity” has the meaning specified in Section 10.06(b).

“NPL” means the National Priorities List under CERCLA.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan (including, without limitation, the prepayment premium under Section 2.07(e), if any) or Secured Hedge Agreement and all Bank Product Obligations, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding

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under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided that the “Obligations” shall exclude any Excluded Swap Obligations. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents include (a) the obligation to pay principal, interest, charges, expenses, fees, premiums, attorneys’ fees and disbursements, indemnities, settlement amounts and other termination payments and other amounts payable by any Loan Party under any Loan Document (including any Bank Product Agreement and any Secured Hedge Agreement) and (b) the obligation of any Loan Party to reimburse any amount in respect of any obligation described in clause (a) that any Lender, in its sole discretion to the extent not expressly prohibited by the Loan Documents, may elect to pay or advance on behalf of such Loan Party.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“OFAC Lists” means, collectively, the List of Specially Designated Nationals and Blocked Persons maintained by OFAC, as amended from time to time, or any similar lists issued by OFAC.

“Off-Balance Sheet Liabilities” means, with respect to any Person as of any date of determination thereof, without duplication and to the extent not included as a liability on the consolidated balance sheet of such Person and any Restricted Subsidiary in accordance with GAAP: (a) with respect to any asset securitization transaction (including any accounts receivable purchase facility) (i) the unrecovered investment of purchasers or transferees of assets so transferred and (ii) any other payment, recourse, repurchase, hold harmless, indemnity or similar obligation of such Person or any Restricted Subsidiary in respect of assets transferred or payments made in respect thereof, other than limited recourse provisions that are customary for transactions of such type and that neither (A) have the effect of limiting the loss or credit risk of such purchasers or transferees with respect to payment or performance by the obligors of the assets so transferred nor (B) impair the characterization of the transaction as a true sale under applicable Laws (including Debtor Relief Laws); (b) the monetary obligations under any financing lease or so-called “synthetic,” tax retention or off-balance sheet lease transaction which, upon the application of any Debtor Relief Law to such Person or any Restricted Subsidiary, would be characterized as indebtedness; or (c) the monetary obligations under any sale and leaseback transaction which does not create a liability on the consolidated balance sheet of such Person and such Restricted Subsidiaries.

“Offer Process” has the meaning set forth in Section 10.06(d).

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Applicable Indebtedness” has the meaning specified in Section 2.05(b)(ii).

“Other Connection Taxes” means, 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 solely 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).

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes (including any intangible or mortgage recording taxes), charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

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“Outstanding Amount” means with respect to Term Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans occurring on such date.

“Pari Passu Incremental Test Ratio” has the meaning assigned to such term in the definition of Permitted Incremental Amount.

“Parent” means Project Angel Parent, LLC, a Delaware limited liability company.

“Participant Register” has the meaning specified in Section 10.06(h).

“Participating Member State” means each state so described in any EMU Legislation.

“Patriot Act” has the meaning set forth in Section 10.16.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute or could reasonably expect to have liability with respect thereto, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years if a Loan Party has or could reasonably expect to have liability with respect thereto.

“Permitted Acquisition” means any consensual transaction or series of related transactions by the Borrowers or any Restricted Subsidiary for the direct or indirect (a) acquisition of all or substantially all of the Property of any person, or all or substantially all of any business or division of any person, (b) acquisition of in excess of 50% of the Equity Interests of any person, and otherwise causing such person to become a Subsidiary of such person, or (c) subject to Section 7.04, merger, amalgamation or consolidation or any other combination with any person (in each case excluding, for the avoidance of doubt, the CRIF Acquisition), if each of the following conditions is met, or if the Required Lenders have otherwise consented in writing thereto:

(i) no Event of Default has occurred and is continuing at the time the definitive agreement for such acquisition is executed;

(ii) the persons or business to be acquired (other than Non-Core Assets, if any, with respect to such acquisition) shall be, or shall be engaged in, a business of the type that the Borrowers and the Restricted Subsidiaries are then permitted to be engaged in under Section 7.07;

(iii) if applicable, no later than five (5) Business Days prior to the proposed date of consummation of the transaction (or such shorter period as determined by the Administrative Agent in its sole discretion), the Borrowers shall have delivered to the Administrative Agent and the Lenders an Officers’ Certificate with respect to any Non-Core Assets, that such transaction complies with the definition thereof;

(iv) to the extent that any Specified Acquired Property is to be acquired (or is acquired) pursuant to such proposed transaction or series of related proposed transactions, it shall be acquired by a Restricted Subsidiary (or an Unrestricted Subsidiary so long as the requirements in Section 7.03 governing investments in an Unrestricted Subsidiary are satisfied) and the Total Consideration paid (or payable) with respect to such Specified Acquired Property shall not exceed, together with the amount of Total Consideration paid (or payable) for any other Specified Acquired Property acquired pursuant to a Permitted Acquisition or any IP Acquisition after the Initial Closing Date, $48,000,000 in the aggregate plus the Cumulative Amount available on the date such acquisition is made; and

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(v) (a) in the case of an acquisition of all or substantially all of the Property of any person (other than the Specified Acquired Property), the person making such acquisition is the Borrowers or a Restricted Subsidiary (or a newly formed entity created to consummate the acquisition and directly or indirectly controlled by Parent), or upon consummation of the Permitted Acquisition becomes, a Subsidiary Guarantor pursuant to the requirements of and only to the extent required by Section 6.12, (b) in the case of an acquisition of in excess of 50% of the Equity Interests of any person (other than the Specified Acquired Property), both the person making such acquisition and the person directly so acquired is the Borrowers or a Restricted Subsidiary, or upon consummation of the Permitted Acquisition becomes, a Subsidiary Guarantor pursuant to the requirements of and only to the extent required by Section 6.12, and (c) in the case of a merger, amalgamation or consolidation or any other combination with any person (other than the Specified Acquired Property), the person surviving such merger, amalgamation consolidation or other combination is the Borrowers or a Restricted Subsidiary, or upon consummation of the Permitted Acquisition becomes, a Restricted Subsidiary pursuant to the requirements of and only to the extent required by Section 6.12.

“Permitted Cumulative Amount Usage” has the meaning assigned to such term in the definition of “Cumulative Amount”.

“Permitted Equal Priority Refinancing Debt” means any secured Indebtedness incurred by the Borrowers and/or the Guarantors in the form of one or more series of senior secured notes, bonds or debentures or loans; provided that (i) such Indebtedness is secured by Liens on all or a portion of the Collateral on a basis that is not junior and not senior to the Liens securing the Obligations (but without regard to the control of remedies) and is not secured by any property or assets of Holdings, the Borrowers or any Restricted Subsidiary other than the Collateral, (ii) such Indebtedness satisfies the applicable requirements set forth in the provisos to the definition of “Credit Agreement Refinancing Indebtedness,” (iii) such Indebtedness is not at any time guaranteed by any Restricted Subsidiaries other than Restricted Subsidiaries that are Guarantors and, with respect to the Borrowers, only guaranteed by entities that are Guarantors of the Borrowers’ Obligations and (iv) the Borrowers, the other Loan Parties, the holders of such Indebtedness (or their representative) and the Administrative Agent and/or Collateral Agent shall be party to a Customary Intercreditor Agreement providing that the Liens securing such obligations shall not rank junior or senior to the Liens securing the Obligations (but without regard to the control of remedies). Permitted Equal Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“Permitted Encumbrances” has the meaning specified in the Mortgages.

“Permitted Holders” mean the Sponsor, the other shareholders of Parent on the Initial Closing Date and their respective Affiliates of such Person (excluding any portfolio companies or similar Persons that are Controlled by such Person).

“Permitted Incremental Amount” means the sum of (i) the greater of (x) $50,000,000 (provided, that if the Delayed Draw Closing Date occurs, such amount shall be increased to $65,000,000) and (y) 100% of Consolidated EBITDA for the period of the four fiscal quarters most recently ended for which financial statements have been (or are required to be) delivered pursuant to Section 6.01(a) or Section 6.01(b) (the “Second Lien Incremental Dollar Basket”) less the aggregate principal amount of Permitted Incremental Equivalent Debt issued, incurred or otherwise obtained in reliance on this clause (i) and less the aggregate principal amount of Indebtedness incurred under the Incremental Dollar Basket (as defined in the First Lien Credit Agreement); plus (ii) an unlimited amount such that, after giving Pro Forma effect to such Commitment Increase (assuming any concurrently established revolving facilities are fully drawn), (x) if such Commitment Increase is secured on a pari passu basis with the Obligations, the Consolidated Net Leverage Ratio, shall be no greater than 7.00:1.00 (the “Pari Passu Incremental Test Ratio”), and (y) if such Commitment Increase is unsecured, the Consolidated Net Leverage Ratio shall be no greater than

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7.00:1.00 (the “Unsecured Incremental Test Ratio” and together with the Pari passu Incremental Test Ratio, the “Incremental Test Ratios”), provided, that for purposes of such calculation of the applicable Incremental Test Ratio, (A) the proceeds of the applicable Commitment Increase shall not be included in the determination of Unrestricted Cash and Cash Equivalents and (B) such ratio is calculated as of the last day of the most recently ended fiscal quarter for which financial statements have been (or are required to be) delivered pursuant to Section 6.01(a) or Section 6.01(b); and plus (iii) all voluntary prepayments of Term Loans, Incremental Term Loans and Permitted Incremental Equivalent Debt in each case to the extent not funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness) prior to the date of determination; provided, that if amounts incurred under clause (ii) are incurred concurrently with amounts under the Second Lien Incremental Dollar Basket and/or clause (iii) above, the Consolidated Net Leverage Ratio shall be permitted to exceed the Pari passu Incremental Test Ratio or the Unsecured Incremental Test Ratio, as applicable, to the extent of such amounts incurred in reliance on the Second Lien Incremental Dollar Basket and/or clause (iii) above, on terms agreed between the Borrowers and the Lenders providing such Commitment Increase (it being understood that (A) if the applicable Incremental Test Ratio is met, then at the election of the Borrowers, any Commitment Increase may be incurred under clause (ii) above regardless of whether there is capacity under the Second Lien Incremental Dollar Basket and/or clause (iii) above, (B) the Borrowers shall be deemed to have used amounts under clause (iii) above prior to utilization of amounts under the Second Lien Incremental Dollar Basket, (C) Commitment Increases may be incurred under any combination of clauses (i), (ii), and/or (iii) above and the proceeds from any Commitment Increase may be utilized in a single transaction by first calculating the incurrence under clause (ii) above (without giving effect to any incurrence under clause (i) and/or clause (ii) above) and then calculating the incurrence under the Second Lien Incremental Dollar Basket and/or clause (iii) above, and (D) any portion of any amounts incurred under the Second Lien Incremental Dollar Basket and/or clause (iii) above shall be automatically reclassified as incurred under clause (ii) above if the applicable Incremental Test Ratio is met at the time of such election); provided, further, to the extent the proceeds of any Commitment Increase are intended to be applied to finance a Limited Condition Acquisition, the Consolidated Net Leverage Ratio shall be tested in accordance with the last sentence of the definition of “Limited Condition Acquisition”.

“Permitted Incremental Equivalent Debt” means Indebtedness issued, incurred or otherwise obtained by the Borrowers (which may be guaranteed by any other Loan Party) in respect of one or more series of senior unsecured notes, senior secured notes on a pari passu basis with or junior to the Obligations or subordinated notes (in each case issued in a public offering, Rule 144A or other private placement in lieu of the foregoing (and any Registered Equivalent Notes issued in exchange therefor)), pari passu or unsecured loans or secured or unsecured mezzanine Indebtedness that, in each case, if secured, will be secured by Liens on the Collateral on a pari passu basis (but without regard to the control of remedies) or a junior priority basis with the Liens on Collateral securing the Obligations, and that are issued or made in lieu of a Commitment Increase; provided that (i) the aggregate principal amount of all Permitted Incremental Equivalent Debt at the time of issuance or incurrence shall not exceed the Permitted Incremental Amount at such time, (ii) such Permitted Incremental Equivalent Debt shall not be subject to any Guarantee by any Person other than a Guarantor and, with respect to the Borrowers, only be guaranteed by entities that are Guarantors of the Borrowers’ Obligations, (iii) in the case of Permitted Incremental Equivalent Debt that is secured, the obligations in respect thereof shall not be secured by any Lien on any asset of any Person other than any asset constituting Collateral, (iv) if such Permitted Incremental Equivalent Debt is secured, such Permitted Incremental Equivalent Debt shall be subject to an applicable Customary Intercreditor Agreement, (v) if such Permitted Incremental Equivalent Debt is (a) secured on a pari passu basis with the Obligations, such Permitted Incremental Equivalent Debt shall have a final maturity date equal to or later than the Latest Maturity Date then in effect with respect to, and have a Weighted Average Life to Maturity equal to or longer than, the Weighted Average Life to Maturity of, the Class of outstanding Term Loans with the then Latest Maturity Date or Weighted Average Life to Maturity, as the case may be and (b) unsecured or secured on a junior basis to the Obligations, such Permitted

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Incremental Equivalent Debt shall have a final maturity date at least ninety-one (91) days after the Latest Maturity Date then in effect with respect to the Class of outstanding Term Loans with the then Latest Maturity Date, (vi) such Permitted Incremental Equivalent Debt is on terms and conditions (other than pricing, rate floors, discounts, fees and operational redemption provisions) that are (A) not materially less favorable (taken as a whole and as determined in good faith by the Borrowers) to the Borrowers than, those applicable to the Term Loans (except for covenants and other provisions applicable only to the periods after the Latest Maturity Date), (B) current market terms and conditions (taken as a whole and as determined in good faith by the Borrowers) at the time of incurrence or issuance or (C) otherwise reasonably acceptable to the Administrative Agent, but unless the existing Term Loans receive the benefit of any more restrictive terms, such terms and conditions shall apply only after the Latest Maturity Date of the Term Facility; provided, that, such terms and conditions shall not provide for (I) in the case of any such Permitted Incremental Equivalent Debt that is secured on a pari passu basis with the Obligations, any amortization that is greater than the amortization required under the Term Facility or any mandatory repayment, mandatory redemption, mandatory offer to purchase or sinking fund that is greater than the mandatory prepayments required under the Term Facility prior to the Latest Maturity Date at the time of incurrence, issuance or obtainment of such Permitted Incremental Equivalent Debt or (II) in the case of any such Permitted Incremental Equivalent Debt that is unsecured or secured on a junior basis to the Obligations, any amortization or any mandatory prepayment prior to the date that is 91 days after the Latest Maturity Date of the Term Loans other than customary prepayments, repurchases or redemptions of or offers to prepay, redeem or repurchase upon a change of control, unpermitted debt incurrence event, asset sale event or casualty or condemnation event, and customary prepayments, redemptions or repurchases or offers to prepay, redeem or repurchase based on excess cash flow; provided further that, in no event shall any such customary prepayments, repurchases or redemptions of or offers to prepay, redeem or repurchase be greater than the mandatory prepayments required hereunder (unless this Agreement is amended to provide the Loans hereunder with such additional prepayments, repurchases and redemptions), and (vii) if such Permitted Incremental Equivalent Debt is in the form of loans that are secured on a pari passu basis to the Obligations, such Permitted Incremental Equivalent Debt shall be subject to a “most favored nation” pricing adjustment consistent with that described in Section 2.14(a)(v) as a result of the incurrence of such Permitted Incremental Equivalent Debt.

“Permitted Investments” means Permitted Acquisitions permitted under Section 7.03(i) and IP Acquisitions permitted under Section 7.03(g).

“Permitted IPO Reorganization” means any transactions or actions taken in connection with and reasonably related to consummating an initial public offering, so long as, after giving effect thereto, the security interest of the Lenders in the Collateral and the value of the Guarantees given by the Guarantors, taken as a whole, are not materially impaired (as determined by the Borrowers in good faith).

“Permitted Liens” means Liens permitted under Section 7.01 of this Agreement.

“Permitted Refinancing Indebtedness” means Indebtedness (“Refinancing Indebtedness”) issued or incurred (including by means of the extension or renewal of existing Indebtedness) to refinance, refund, extend, renew or replace Indebtedness existing at any time (“Refinanced Indebtedness”), provided that (a) the principal amount of such Refinancing Indebtedness is not greater than the principal amount of such Refinanced Indebtedness plus the amount of any premiums or penalties and accrued, capitalized or unpaid interest paid thereon and reasonable fees and expenses, in each case associated with such Refinancing Indebtedness, (b) such Refinancing Indebtedness has a final maturity that is no sooner than, and a Weighted Average Life to Maturity that is no shorter than, such Refinanced Indebtedness, (c) if such Refinanced Indebtedness or any Guarantees thereof or any security therefor are subordinated to the Obligations, such Refinancing Indebtedness and any Guarantees thereof and security therefor remain so subordinated on terms no less favorable to the Lenders and the other Secured Parties, (d) the obligors in respect of such Refinanced Indebtedness immediately prior to such refinancing, refunding, extending, renewing or replacing are the only obligors on such Refinancing Indebtedness, (e) such Refinancing Indebtedness shall

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not be secured by any Collateral except that such Refinancing Indebtedness may be secured with the same (or less) assets, if any, that constituted collateral for the applicable Refinanced Indebtedness immediately prior to such refinancing, refunding, extending, renewing or replacing and (f) such Refinancing Indebtedness contains covenants and events of default and is benefited by Guarantees, if any, which, taken as a whole, are no less favorable to the Borrowers or the applicable Restricted Subsidiary and the Lenders and the other Secured Parties in any material respect than the covenants and events of default or Guarantees, if any, in respect of such Refinanced Indebtedness.

“Permitted Sale Leaseback” means any Sale Leaseback with respect to the sale, transfer or Disposition of real property or other property consummated by the Borrowers or any Restricted Subsidiary after the Initial Closing Date; provided that any such Sale Leaseback that is not between (a) a Loan Party and another Loan Party or (b) a Restricted Subsidiary that is not a Loan Party and another Restricted Subsidiary that is not a Loan Party, must be consummated for fair value as determined at the time of consummation in good faith by the Borrowers or such Restricted Subsidiary (which such determination may take into account any retained interest or other Investment of the Borrowers or such Restricted Subsidiary in connection with, and any other material economic terms of, such Sale Leaseback).

“Permitted Tax Reorganization” means any reorganizations and other activities and actions related to tax planning and reorganization, so long as, after giving effect thereto the security interest of the Lenders in the Collateral and the value of the Guarantees given by the Guarantors, taken as a whole, are not materially impaired (as determined by the Borrowers in good faith).

“Permitted Unsecured Refinancing Debt” means unsecured Indebtedness incurred by the Borrowers and/or the Guarantors in the form of one or more series of senior unsecured notes, bonds or debentures or loans; provided that (i) such Indebtedness satisfies the applicable requirements set forth in the provisos in the definition of “Credit Agreement Refinancing Indebtedness”, (ii) such Indebtedness is not at any time guaranteed by any Restricted Subsidiaries other than Restricted Subsidiaries that are Guarantors and, with respect to the Borrowers, only be guaranteed by entities that are Guarantors of the Borrowers’ Obligations and (iii) if such Indebtedness is subordinated in right of payment to the Obligations, such Indebtedness is subject to an intercreditor agreement or subordination agreement, in each case, in form and substance reasonably acceptable to the Administrative Agent and the Borrowers. Permitted Unsecured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“Person” means any natural person, corporation, limited liability company, trust (including a business trust), joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA), other than a Multiemployer Plan, established, sponsored, maintained or contributed to by any Loan Party or, with respect to any such plan that is subject to Section 412 of the Code or Section 302 of ERISA or Title IV of ERISA, any ERISA Affiliate.

“Pledged Debt” has the meaning specified in the Security Agreement.

“Pledged Interests” has the meaning specified in the Security Agreement.

“Prime Rate” means the prime commercial rate of interest per annum last quoted by The Wall Street Journal (or another national publication selected by the Administrative Agent) as its “prime rate”.

“Pro Forma” or “Pro Forma Basis” means, with respect to compliance with any test or covenant hereunder, that all Pro Forma Events (including, to the extent applicable, the Transactions, but excluding any investments, acquisitions and dispositions in the ordinary course of business), restructuring or other cost saving actions and synergies shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant and all definitions (including Consolidated EBITDA) used for purposes of any financial covenant or test hereunder shall be determined subject to pro forma adjustments which are attributable to such event or events, which may include the amount of run rate cost

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savings, operating expense reductions and cost synergies projected by the Borrowers in good faith to result from or relating to any Pro Forma Event (including the Transactions) which is being given pro forma effect that have been realized or are expected to be realized and for which the actions necessary to realize such cost savings, operating expense reductions and cost synergies are taken, committed to be taken or with respect to which substantial steps have been taken or are reasonably expected or projected to be taken for realizing such cost savings and such cost savings are reasonably identifiable and factually supportable (in the good faith determination of the Borrowers and certified by a Financial Officer of the Borrowers) (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and initiatives and synergies had been realized on the first day of such period and “run rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to which substantial steps have been taken or are reasonably expected or projected to be taken for realizing such cost savings and such cost savings are reasonably identifiable and factually supportable (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included (without duplication of any amounts that are otherwise added back in computing Consolidated EBITDA or any other components thereof) in the initial pro forma calculations of such financial ratios or tests and during any subsequent period in which the effects thereof are expected to be realized) relating to such Pro Forma Event; provided that such amounts are either (A) of a type consistent with those set forth in the Sponsor Model, (B) are factually supportable and projected by the Borrowers in good faith to result from actions that have been, will be, or are expected to be, taken (in the good faith determination of the Borrowers) within 24 months following such Pro Forma Event, transaction or initiative, (C) are determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Exchange Act and as interpreted by the staff of the Securities And Exchange Commission (or any successor agency), or (D) are recommended (in reasonable detail) by any due diligence quality of earnings report conducted by financial advisors (which financial advisors are (i) nationally recognized or (ii) reasonably acceptable to the Administrative Agent (it being understood and agreed that any of the “Big Four” accounting firms are acceptable)) and retained by the Borrowers. The Borrowers may estimate GAAP results if the financial statements with respect to a Permitted Acquisition or an IP Acquisition are not maintained in accordance with GAAP, and the Borrowers may make such further adjustments as reasonably necessary in connection with consolidation of such financial statements with those of the Loan Parties. Notwithstanding anything herein or in any other Loan Document to the contrary, when calculating any ratios or tests for purposes of the incurrence of Incremental Term Loans, Permitted Incremental Equivalent Debt, Indebtedness under Sections 7.02(k) and (t), equivalent types of Indebtedness to the foregoing under the First Lien Loan Documents or any other financial or leverage ratio-based incurrence Indebtedness, the cash and Cash Equivalents that are proceeds from the incurrence of any such Indebtedness shall be excluded from the pro forma calculation of any applicable ratio or test.

“Pro Forma Event” means (a) the ML Acquisition, (b) the CRIF Acquisition, (c) any increase in (x) Commitments pursuant to Section 2.14 and (y) Commitments (as defined in the First Lien Credit Agreement) pursuant to Section 2.14 of the First Lien Credit Agreement, (d) any Permitted Acquisition or similar Investment that is otherwise permitted by this Agreement, (e) any IP Acquisition, (f) any Disposition, (g) any disposition of all or substantially all of the assets or all the Equity Interests of any Restricted Subsidiary of the Borrowers (or any business unit, line of business or division of Holdings or any of the Restricted Subsidiaries of the Borrowers for which financial statements are available) not prohibited by this Agreement, (h) any designation of a Subsidiary as an Unrestricted Subsidiary or a re-designation of an Unrestricted Subsidiary as a Restricted Subsidiary, (i) discontinued divisions or lines of business or operations or (j) any other similar events occurring or transactions consummated during the period (including (x) any Indebtedness incurred, repaid or assumed in connection with such Permitted Acquisition, IP Acquisition, Investment permitted hereunder or Disposition, assuming such Indebtedness bears interest during any portion of the applicable period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period and (y) any restructuring, operating expense reduction, cost savings and similar initiatives reasonably elected to be taken).

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“Prohibited Person” means (x) any person or party with whom citizens or permanent residents of the United States, persons (other than individuals) organized under the laws of the United States or any jurisdiction thereof and all branches and subsidiaries thereof, persons physically located within the United States or persons otherwise subject to the jurisdiction of the United States are restricted from doing business under regulations of OFAC (including any persons subject to country-specific or activity-specific sanctions administered by OFAC and any persons named on any OFAC List) or pursuant to any other law, rules, regulations or other official acts of the United States and (y) any person or party that resides, is organized or chartered, or has a place of business in a country or territory that is subject to comprehensive territory wide or country wide Anti-Terrorism Laws. As of the date hereof, certain information regarding Prohibited Persons issued by the United States can be found on the website of the United States Department of Treasury at ▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇/. Prohibited Person also includes persons on the UN sanction list and the EU consolidated list available at ▇▇▇▇://▇▇▇▇.▇▇▇▇▇▇.▇▇/▇▇▇▇/▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇-▇▇▇▇_▇▇.▇▇▇ and ▇▇▇▇://▇▇▇.▇▇-▇▇▇▇▇▇▇▇.▇▇▇.▇▇/▇▇▇_▇▇▇▇▇▇▇▇▇_▇▇▇▇▇.▇▇▇.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Official” means a person acting in an official capacity for or on behalf of any Governmental Authority, state-owned or controlled entity, public international organization, or political party; or any party official or candidate for political office.

“Qualified Capital Stock” of any Person means any Equity Interest of such Person that is not Disqualified Stock.

“Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time under §la(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualifying IPO” means the issuance by Holdings or any direct or indirect parent of Holdings, in each case, of its Qualified Capital Stock in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

“Qualified Securitization Financing” means any Securitization Facility of a Securitization Subsidiary that meets the following conditions: (i) the Borrowers shall have determined in good faith that such Securitization Facility (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to Holdings, the Borrowers and the Restricted Subsidiaries; (ii) all sales of Securitization Assets and related assets by Holdings, the Borrowers or any Restricted Subsidiary to the Securitization Subsidiary or any other Person are made at fair market value (as determined in good faith by the Borrowers); (iii) the financing terms, covenants, termination events and other provisions thereof shall be on market terms (as determined in good faith by the Borrowers) and may include standard securitization undertakings; and (iv) the obligations under such Securitization Facility are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to Holdings, the Borrowers or any Restricted Subsidiary (other than a Securitization Subsidiary).

“Receivables Assets” means (a) any trade or accounts receivable owed to Holdings, the Borrowers or a Restricted Subsidiary subject to a Receivables Facility and the proceeds thereof and (b) all collateral securing such trade or accounts receivable, all contracts and contract rights, guarantees or other obligations in respect of such trade or accounts receivable, all records with respect to such trade or accounts receivable and any other assets customarily transferred together with trade or accounts receivables in connection with a non-recourse trade or accounts receivable factoring arrangement and which are sold, conveyed, assigned or otherwise transferred or pledged by the Borrowers to a commercial bank or an Affiliate thereof in connection with a Receivables Facility.

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“Receivables Facility” means an arrangement between Holdings, the Borrowers or a Restricted Subsidiary and a commercial bank or an Affiliate thereof pursuant to which (a) Holdings, the Borrowers or such Restricted Subsidiary, as applicable, sells (directly or indirectly) to such commercial bank (or such Affiliate) trade or accounts receivable owing by customers, together with Receivables Assets related thereto, at a maximum discount, for each such trade or accounts receivable, not to exceed 10% of the face value thereof, (b) the obligations of Holdings, the Borrowers or such Restricted Subsidiary, as applicable, thereunder are non-recourse (except for customary repurchase obligations) to Holdings, the Borrowers and such Restricted Subsidiary and (c) the financing terms, covenants, termination events and other provisions thereof shall be on market terms (as determined in good faith by the Borrowers) and may include standard securitization undertakings, and shall include any guaranty in respect of such arrangement.

“Reference Date” has the meaning assigned to such term in the definition of “Cumulative Amount”.

“Refinanced Debt” has the meaning specified in the definition of “Credit Agreement Refinancing Indebtedness”.

“Refinanced Indebtedness” has the meaning specified in the definition of “Permitted Refinancing Indebtedness”.

“Refinanced Term Loans” has the meaning specified in Section 2.18.

“Refinancing Amendment” means an amendment to this Agreement in form reasonably satisfactory to the Borrowers executed by each of (a) Holdings, the Borrowers (and to the extent it directly and adversely affects the rights or obligations of the Administrative Agent beyond those of the type already required to perform under the Loan Documents, the Administrative Agent) and (b) each Additional Lender that agrees to provide any portion of the Permitted Equal Priority Refinancing Debt in the form of loans (and corresponding commitments) being incurred pursuant thereto, in accordance with Section 2.18. In the event a Refinancing Amendment is effected without the consent of the Administrative Agent and to which the Administrative Agent is not a party, the Borrowers shall furnish a copy of such Refinancing Amendment to the Administrative Agent.

“Refinancing Indebtedness” has the meaning specified in the definition of Permitted Refinancing Indebtedness.

“Refinancing Term Loans” has the meaning specified in Section 2.18.

“Refinancing Term Loan Repayment Amount” has the meaning specified in Section 2.07(b).

“Register” has the meaning specified in Section 10.06(f).

“Registered Equivalent Notes” means, with respect to any notes originally issued in an offering pursuant to Rule 144A under the Securities Act of 1933 or other private placement transaction under the Securities Act of 1933, substantially identical notes (having the same guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration into or through the environment.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, members, directors, officers, employees, agents, controlling persons, trustees, auditors, professional consultants, representatives, equity holders, portfolio management services, attorneys and advisors of such Person and of such Person’s Affiliates and the successors and assigns of each such Person.

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“Repayment Amount” means an Extended Term Loan Repayment Amount, an Incremental Term Loan Repayment Amount and a Refinancing Term Loan Repayment Amount scheduled to be repaid on any date.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30-day notice period has been waived.

“Request for Credit Extension” means with respect to a Borrowing, a conversion of Loans from one Type to the other or continuation of Eurodollar Rate Loans, a Borrowing Notice.

“Required Financials” means (a) audited financial statements of ML Target for the most recently completed fiscal year ended at least ninety (180) days before the Initial Closing Date, and (b) unaudited consolidated balance sheets and related unaudited statements of income and cash flows related to ML Target and its subsidiaries, for each subsequent fiscal quarter (other than the fourth fiscal quarter) ended at least sixty (60) days before the Initial Closing Date.

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of the Total Outstandings for all Facilities; provided that the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Required Principal Payments” means, with respect to any Person for any period, the sum of all regularly scheduled principal payments or redemptions of outstanding Funded Debt made during such period.

“Responsible Officer” means the chief executive officer, president, chief financial officer, vice president of finance, treasurer, assistant treasurer, secretary or assistant secretary of a Loan Party. 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 and/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 Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of the Borrowers or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to the Borrowers’ stockholders, partners or members (or the equivalent of any thereof), or on account of any option, warrant or other right to acquire any such dividend or other distribution or payment.

“Restricted Subsidiary” means any Subsidiary of the Borrowers other than an Unrestricted Subsidiary. Unless otherwise expressly provided herein, all references herein to a “Restricted Subsidiary” means a Restricted Subsidiary of the Borrowers.

“S&P” means Standard & Poor’s Ratings Group, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. and any successor thereto.

“Sale Leaseback” means any transaction or series of related transactions pursuant to which the Borrowers or any Restricted Subsidiary (a) sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired, and (b) as part of such transaction, thereafter rents or leases such property that it intends to use for substantially the same purpose or purposes as the property being sold, transferred or disposed.

“Sanctioned Country” means, at any time, a country or territory which is itself the subject or target of any comprehensive Sanctions (as of the date of this Agreement, Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine).

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“Sanction(s)” means any sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury “HMT”) or other relevant sanctions authority.

“Scheduled Maturity Date” has the meaning specified in the definition of Maturity Date.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Second Lien Incremental Dollar Basket” has the meaning assigned to such term in the definition of Permitted Incremental Amount.

“Secured Hedge Agreement” means any interest rate or foreign currency exchange rate Swap Contract that is entered into by and between the Borrowers or any Restricted Subsidiary and any Hedge Bank.

“Secured Hedging Obligation” means all Obligations arising under any Secured Hedge Agreement or otherwise with respect thereto.

“Secured Parties” means, collectively, the Agents, the Arranger, the Lenders, the Bank Product Providers and the Hedge Banks.

“Securitization Asset” means (a) any trade or accounts receivables or related assets and the proceeds thereof, in each case subject to a Securitization Facility and (b) all collateral securing such receivable or asset, all contracts and contract rights, guaranties or other obligations in respect of such receivable or asset, lockbox accounts and records with respect to such account or asset and any other assets customarily transferred (or in respect of which security interests are customarily granted), together with accounts or assets in a securitization financing and which in the case of clause (a) and (b) above are sold, conveyed, assigned or otherwise transferred or pledged by Holdings, the Borrowers or any Restricted Subsidiary in connection with a Qualified Securitization Financing.

“Securitization Facility” means any transaction or series of securitization financings that may be entered into by Holdings, the Borrowers or any Restricted Subsidiary pursuant to which Holdings, the Borrowers or any Restricted Subsidiary may sell, convey or otherwise transfer, or may grant a security interest in, Securitization Assets to either (a) a Person that is not a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn sells such Securitization Assets to a Person that is not a Restricted Subsidiary, or may grant a security interest in, any Securitization Assets of Holdings or any of its Subsidiaries.

“Securitization Subsidiary” means any Subsidiary of Holdings in each case formed for the purpose of and that solely engages in one or more Qualified Securitization Financings and other activities reasonably related thereto or another Person formed for the purposes of engaging in a Qualified Securitization Financing in which Holdings or any Subsidiary of Holdings makes an Investment and to which Holdings or any Subsidiary of Holdings transfers Securitization Assets and related assets.

“Security Agreement” means a security agreement substantially in the form of Exhibit G hereto, together with each other security agreement and Security Agreement Supplement delivered pursuant to Section 6.12, in each case as amended.

“Security Agreement Supplement” has the meaning specified in the Security Agreement.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute unreasonably small capital, and (e) such

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Person is able to pay its debts and liabilities as the same become due and payable. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“SPC” has the meaning specified in Section 10.06(k).

“Specified Acquired Property” means (a) any person that does not, upon the consummation of the Permitted Acquisition or IP Acquisition, become a Subsidiary Guarantor and (b) Property acquired in connection with any Permitted Acquisition or any IP Acquisition that is not made subject to the Lien of the Security Documents in accordance with Section 6.12.

“Specified Event of Default” means an Event of Default under Sections 8.01(a) or (f).

“Specified Loan Party” means any Loan Party that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 1(c) of each of the Guaranties).

“Specified Payments” means, collectively, the ML Specified Payments and the CRIF Specified Payments.

“Specified Representations” means the representations and warranties made by the Borrowers and the Guarantors on the Initial Closing Date or the Delayed Draw Closing Date, as applicable, with respect to Section 5.01(a), Section 5.01 (b)(ii), Section 5.02(a), Section 5.02(b), Section 5.04, Section 5.13, Section 5.16, Section 5.17(a), Section 5.17(b), Section 5.18(a) and Section 5.19.

“Sponsor” means ▇▇▇▇▇ ▇▇▇▇▇, LLC and investment Affiliates of ▇▇▇▇▇ ▇▇▇▇▇, LLC that are controlled by ▇▇▇▇▇ ▇▇▇▇▇, LLC (excluding any portfolio companies or similar Persons).

“Sponsor Model” means the “bank case” projection model delivered by Sponsor to the Administrative Agent on March 21, 2018.

“Subsidiary” of a Person means a corporation, partnership, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, directly or indirectly, through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrowers.

“Subsidiary Guarantors” means each Restricted Subsidiary that executes and delivers the Subsidiary Guaranty and any applicable Collateral Documents as of the Initial Closing Date or that shall be required to execute and deliver a guaranty or guaranty supplement pursuant to Section 6.12.

“Subsidiary Guaranty” means any guaranty and guaranty supplement delivered pursuant to Section 6.12, substantially in the form of Exhibit F-2.

“Swap Obligations” 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 la(47) of the Commodity Exchange Act.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of ISDA Master Agreement, including any such obligations or liabilities under any ISDA Master Agreement.

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

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Borrowing” means, as applicable, any Initial Term Borrowing or Delayed Draw Term Borrowing.

“Term Commitment” means, as to each Lender, its Initial Term Loan Commitments and Delayed Draw Term Loan Commitments.

“Term Commitment Increase” has the meaning specified in Section 2.14(a).

“Term Facility” means, at any time, the aggregate Initial Term Loans or Initial Term Loan Commitments, and/or Delayed Draw Term Loans or Delayed Draw Term Loan Commitments, as applicable, of all Lenders at such time, and includes, as the context may require, any Extended Term Loans, any Refinancing Term Loans or Incremental Term Loans or the aggregate amount of term loans of any Class (or as applicable the aggregate commitments in respect thereof).

“Term Lender” means, at any time, any Lender that has a Term Commitment or a Term Loan, a Lender of any Incremental Term Loans, a Lender of any Refinancing Term Loan, an Extending Lender of any Extended Term Facility or any Lender under any Term Facility of another Class (including the Delayed Draw Term Lenders, after giving effect to Section 2.02(h)).

“Term Loan” has the meaning specified in Section 2.01(b), and includes, as the context may require, any Incremental Term Loans, Refinancing Term Loan or any Extended Term Loan and, as so defined, includes an Alternate Base Rate Loan or a Eurodollar Rate Loan, each of which is a Type of Term Loan hereunder; provided that each Term Loan that is an Alternate Base Rate Loan must be a Dollar denominated Alternate Base Rate Loan.

“Term Loan Extension Request” has the meaning specified in Section 2.17(a).

“Term Note” means a promissory note of the Borrowers payable to any Term Lender, substantially in the form of Exhibit C hereto, evidencing the aggregate indebtedness of the Borrowers to such Term Lender resulting from the Term Loans made by such Term Lender.

“Threshold Amount” means $24,000,000.

“Total Capitalization” has the meaning given to such term in Section 4.02(e).

“Total Consideration” means (without duplication), with respect to a Permitted Acquisition or an IP Acquisition, the sum of (a) cash paid as consideration to the seller in connection with such Permitted Acquisition or IP Acquisition, (b) indebtedness payable to the seller in connection with such Permitted

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Acquisition or IP Acquisition other than earn-out payments not in excess of 15% of the total acquisition consideration paid for such Permitted Acquisition or IP Acquisition, (c) the present value of future payments which are required to be made over a period of time and are not contingent upon Holdings or any of its Subsidiaries meeting financial performance objectives (exclusive of salaries paid in the ordinary course of business) (discounted at the Alternate Base Rate), and (d) the amount of indebtedness assumed in connection with such Permitted Acquisition or IP Acquisition minus (e) the aggregate principal amount of equity contributions made to Holdings the proceeds of which are used substantially contemporaneously with such contribution to fund all or a portion of the cash purchase price (including deferred payments) of such Permitted Acquisition or IP Acquisition and (f) any cash and Cash Equivalents on the balance sheet of the Acquired Entity (immediately prior to its acquisition) acquired as part of the applicable Permitted Acquisition (to the extent such Acquired Entity becomes a Loan Party and complies with the requirements of Section 6.12) or as part of the property and assets acquired as part of the IP Acquisition by a Loan Party; provided that Total Consideration shall not include any consideration or payment (x) paid by Parent or its Subsidiaries directly in the form of equity interests of the Parent or the entity consummating a Qualifying IPO (other than Disqualified Stock), or (y) funded by cash and Cash Equivalents generated by any Foreign Subsidiary that is a Restricted Subsidiary. If any cash on the balance sheet of a foreign Acquired Entity is paid or distributed to its direct or indirect shareholders, in part, as acquisition consideration in connection with a Permitted Acquisition or an IP Acquisition, then the amount that is included in the Total Consideration calculation shall be reduced by such cash amount distributed or paid.

“Total Delayed Draw Term Loan Commitment” shall mean the sum of the Delayed Draw Term Loan Commitments of all Lenders.

“Total Outstandings” under any Facility means the aggregate Outstanding Amount of all Loans under such Facility.

“Total Term Loan Commitment” shall mean the sum of the Initial Term Loan Commitments, Delayed Draw Term Loan Commitments and, if applicable, any Term Commitment Increase, Replacement Term Loan Commitments, Refinancing Term Loan Commitments, or commitments in respect of Extended Term Loans, in each case, of all the Lenders.

“Transactions” means, collectively, (a) the ML Transactions and (b) the CRIF Transactions.

“Type” means, with respect to a Loan, its character as an Alternate Base Rate Loan or a Eurodollar Rate Loan.

“Unaccrued Indemnity Claims” means claims for indemnification that may be asserted by the Agents, any Lender or any other Indemnitee under the Loan Documents that are unaccrued and contingent and as to which no claim, notice or demand has been given to or made on the Borrowers (with a copy to the Administrative Agent) within 5 Business Days after the Borrowers’ request therefor to the Administrative Agent (unless the making or giving thereof is prohibited or enjoined by any applicable Law or any order of any Governmental Authority); provided that the failure of any Person to make or give any such claim, notice or demand or otherwise to respond to any such request shall not be deemed to be a waiver and shall not otherwise affect any such claim for indemnification.

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as in effect from time to time (except as otherwise specified) in any applicable state or jurisdiction.

“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

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

“United States Tax Compliance Certificate” has the meaning specified in Section 3.01(e).

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“Unrestricted Cash and Cash Equivalents” means cash and Cash Equivalents of the Borrowers and the Restricted Subsidiaries (a) that are free and clear of all Liens (other than Liens created under the Collateral Documents for the benefit of all of the Secured Parties, the Liens created under the First Lien Loan Documents and Liens described in Section 7.01(D) and (b) that are not subject to any restrictions on the use thereof to repay the Loans and other Obligations of any of the Loan Parties or any of their respective Restricted Subsidiaries under this Agreement or the other Loan Documents.

“Unrestricted Subsidiary” means (a) any Subsidiary of the Borrowers which is designated after the Initial Closing Date as an Unrestricted Subsidiary by the Borrowers pursuant to Section 6.17(a) and which has not been re-designated as a Restricted Subsidiary pursuant to Section 6.17(b) and (b) any Subsidiary of an Unrestricted Subsidiary. As of the Initial Closing Date, none of the Subsidiaries of the Borrowers are Unrestricted Subsidiaries.

“Unsecured Incremental Test Ratio” has the meaning assigned to such term in the definition of Permitted Incremental Amount.

“U.S. Foreign Holdco” means any Subsidiary that does not own any material assets other than Equity Interests and/or Indebtedness of one or more Foreign Subsidiaries that are CFCs.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

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

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

“Yield Differential” has the meaning specified in Section 2.14.

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SECTION 2.

THE COMMITMENTS AND CREDIT EXTENSIONS

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A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

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Each Loan Party 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 such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

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SECTION 3.

TAXES, YIELD PROTECTION AND ILLEGALITY

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Without limiting the generality of the foregoing

any Lender that is a U.S. Person shall deliver to the Borrowers 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 written request of the Borrowers or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrowers 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 request of the Borrowers or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

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any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrowers and the Administrative Agent (in such number of copies as shall be requested in writing 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 written request of the Borrowers 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 Borrowers or the Administrative Agent to determine the withholding or deduction required to be made; and

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 Lender 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, as applicable, shall deliver to the Borrowers and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers 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 Borrowers or the Administrative Agent as may be necessary for the Borrowers or the Administrative Agent to comply with their obligations under FATCA, to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. For purposes of this Section 3.01(e) FATCA shall include any amendments made to FATCA after the Initial Closing Date.

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 Borrowers and the Administrative Agent in writing of its legal inability to do so.

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SECTION 4.

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

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Without limiting the generality of the provisions of Section 9.02, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Initial Closing Date specifying its objection thereto.

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SECTION 5.

REPRESENTATIONS AND WARRANTIES

The Borrowers represent and warrant to the Agents and the Lenders on the date hereof (after giving effect to the ML Transactions), on the Delayed Draw Closing Date (after giving effect to the CRIF Transactions) and on the date of each Credit Extension that:

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SECTION 6.

AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder or any Loan or other Obligation hereunder (other than Unaccrued Indemnity Claims) remains unpaid or unsatisfied, the Borrowers shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, 6.03, 6.11, 6.15, and 6.16) cause each Restricted Subsidiary to:

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Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (c) of this Section 6.01 may be satisfied with respect to financial information of Holdings, by furnishing the applicable financial statements of Initial Borrower and its Restricted Subsidiaries; provided that to the extent such information relates to a parent of Initial Borrower, such information is accompanied by consolidating information, which may be unaudited, that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Borrowers and the Restricted Subsidiaries on a standalone basis, on the other hand.

Documents required to be delivered pursuant to Section 6.01 or Section 6.02 may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which Borrowers deliver such documents by electronic mail to the Administrative Agent or (ii) on which such documents are posted on the Borrowers’ behalf on an Internet or intranet website, if any, to which each Lender and each Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (x) until Administrative Agent has confirmed its receipt of an electronic copy of any such document, Borrowers shall deliver paper copies of such documents to the Administrative Agent or any Lender if so requested by the Administrative Agent or any such Lender and (y) the Borrowers shall notify the Administrative Agent (by facsimile, electronic mail or other electronic communications) of the posting of any such documents and provide to the Administrative Agent by

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electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrowers with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Notwithstanding anything to the contrary herein, neither Holdings nor any of its Subsidiaries shall be required to deliver, disclose, permit the inspection, examination or making of copies of or excerpts from, or any discussion of, any document, information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Collateral Agent (or any Lender (or their respective representatives or contractors)) is prohibited by applicable law, fiduciary duty or binding agreement (to the extent such binding agreement was not created in contemplation of such Loan Party’s or Subsidiary’s obligations under this Section 6.02), (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) with respect to which any Loan Party or any of its Subsidiaries owes confidentiality obligations (to the extent not created in contemplation of such Loan Party’s or Subsidiary’s obligations under this Section 6.02) to any third party.

Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

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Notwithstanding any of the foregoing and for the avoidance of doubt, the obligations of the Loan Parties under this Section 6.12 shall be subject to the provisions set forth in the Intercreditor Agreement.

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